A N N U A L R E P O R T 2 0 0 8 - 0 9
www.takesolutions.com
Power of focus
Con
tent
& d
esig
n by
WYA
TT (i
nfo@
wya
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Contents
About us _2
Financial highlights _3
The year gone by _4
Board of Directors _6
Letter from the President & CEO _8
Letter from the Managing Director _10
Global Management team _12
Company information _13
Directors’ Report _14
Management Discussion and Analysis _18
Corporate Governance Report _25
Consolidated Financials
Auditors’ Report _34
Balance Sheet _35
Profit & Loss Account _36
Cash Flow Statement _37
Schedules to and forming part of Balance Sheet and Profit & Loss Account _38
Standalone Financials
Auditors’ Report _52
Balance Sheet _55
Profit & Loss Account _56
Cash Flow Statement _57
Schedules to and forming part of Balance Sheet and Profit & Loss Account _58
Statement under Section 212(8) _83
Balance Sheet Abstract & Company’s General Business Profile _84
1
Three words that demonstrably define TAKE Solutions’ evolution
into a leading global business technology Company, addressing
the myriad needs of a marquee customer base.
Three words that continuously re-define TAKE Solutions’ ability to
usher in a new level of business efficiencies for clients seeking
revolutionary solutions in a complex and ever-changing
marketplace.
It is our power of consistent business focus that has helped us
create an unrivalled powerhouse of domain knowledge &
expertise, while enabling us to develop critical R&D capabilities.
It is our power of focus on strategic evolution that has helped us
deploy a robust technology framework to deliver cutting-edge
customized products and solutions.
It is our power of focus on execution that has always facilitated
our prudent organic growth and strategic roll-out of plans with
the single-minded objective of delivering value.
And it is our power of steadfast organizational focus that has
enabled the creation of a value-based enterprise that is committed
to doing the right things at the right time.
AT TAKE SOLUTIONS, OUR UNWAVERING FOCUS ON
ACHIEVING OUR AMBITIOUS VISION LIES AT THE CORE OF
EVERY ACTIVITY, EVERY STRATEGY AND EVERY PLAN
ENVISAGED, EXECUTED AND EXCELLED AT.
Power of focus
2
About us
Portfolio of solutions
Our product suite in the SCM Vertical is sold under the umbrella
brand ‘TAKE SCM’, which offers 16 unique products with
embedded IP that spans the entire gamut of execution, planning
and collaboration. Our SCM products can be easily integrated
with the underlying ERP/ legacy system and do not require any
changes in the existing software system of the enterprise. Creation
of value through combined capabilities of all partners in business
— orchestration of business processes that span beyond the
organizations’ boundaries and across various entities such as
suppliers, distributors, vendors, stockists etc. is at the heart of our
offering.
In the Life Sciences domain, we are committed to delivering a full
spectrum of information management services and solutions,
leveraging industry data standards like CDISC and eCTD that help
sponsors streamline the clinical data lifecycle.
Our vision is to provide life sciences customers with a single
source for clinical data services, regulatory-compliant technology
solutions and data safety systems. The coupling of FDA-compliant
information management processes and technologies with rich
clinical data lifecycle domain experience provides the foundation
for our success. Our in-depth understanding of the clinical
development process combined with knowledge of industry data
standardization initiatives allow us to overcome the challenges
of managing the data lifecycle in a highly stringent regulatory
environment.
The end goal is to facilitate timely submission of results for
sponsors from clinical studies in marketing applications to support
regulatory review and approval.
Global power
The Company is currently serving more than 350 marquee clients
across 16 countries. Headquartered in Chennai, where the
Company has its SCM Domain Excellence Centre and Global
Delivery Centre, the Company also has strong presence in the
US, with the Life Sciences Domain Excellence centre located in
Princeton, New Jersey.
Quality power
TAKE Solutions is assessed at Level 5 of the Capability Maturity
Model Integration (CMMI) & Level 3 of the People Capability
Maturity Model, Software Engineering Institute, Carnegie Mellon
University, USA. It is a Microsoft Gold Certified Partner, a Charter
Member of the Microsoft BioIT Alliance, as well as a Registered
CDISC Solution Provider.
Incepted in the year 2000, TAKE Solutions is a leading international business technology Company, providing innovative, cost-effective
and comprehensive solutions for businesses across diverse sectors through its two key niche business focus areas - Life Sciences and
Supply Chain Management.
3
Financial highlights of 2008-09
2005
Rs. in Millions
87% CAGR over the last 4 years (Across Geographies)
108% CAGR over the last 4 years (Across Domains)
Total Revenue
2006 2007 2008 2009 2005
Revenue (%) Distribution
2006 2007 2008 2009
2005
Rs. in Millions
Profit After Tax
2006 2007 2008 2009 2005
Revenue (%) Distribution
2006 2007 2008 2009
3,433
1
99
40
60
48
52
67
33
2,967
1,828
482281
54014
86
40
60
45
7
48
5
41
54
539
330
108
29
A-PAC USA
SCM LS Others
73
27
7
45
48
Focused growth across Life Sciences vertical
Launched new range of Pharmacovigilance products forthe Asia Pacific Market.
Announced multi-client adoption of PharmaReady™ Version 4.1.
Enhanced PharmaReady Product With Paper SubmissionsModule.
Chosen as “lead technology partner” for University ofCalifornia’s USD15 million “Epilepsy Genome Project(EPGP)”, sponsored by University of California inpartnership with Microsoft.
4
The year gone by…
Focused financial growth
The consolidated revenue for the year stood at INR 3,433 million(USD 73.9 million), a 16% increase over FY 07-08.
Net profit before minority interest for the period was INR 540 million(USD 11.6 million).
EBITDA stood at INR 782 million (USD 16.8 million) and EBITDAmargin at 23%.
The EPS for the period was INR 4.44.
Awards & Accolades
Ranked 10th in the Deloitte Technology Fast 50 India 2008. This program recognizes technology companies that have achieved the fastest rates of annual revenue growth inAsia Pacific during the past three years.
Positioned as one of the top six finalists amongst over 100 companies in the NASSCOM ITInnovation Awards 2008 for “Market Facing - Business Process and Business Model.”
Selected by Food Logistics to the publication’s 2008 Food Logistics 100 list.
Achieved Level 3 in the People Capability Model (PCMM) of the Software EngineeringInstitute.
Selected to the Global Logistics & Supply Chain Strategies’ 100 Great Supply Chain Partners list.
Focused growth across SCM vertical
Released Global Track and Trace Solution for Government Assets and Materials in the US.
Launched Compliance Label Manager (CLM) Professional, an easy-to-usebarcode and RFID printing management software certified by SAP.
Launched an online store providing manufacturers and distributors easy-to-usesolutions that streamline their supply chain operations.
Received SAP Integration Certification for our product TAKE iPoint 1.0
New HR initiatives
5
Endorsement of people competencies, processes and quality:
Continuous endorsement of the Company’s HR systems, be it for the
processes or quality and competencies of its employees, helps further
enhance its core strengths and take its business to the next level. During
the year, the Company was assessed for Level 3 of the People Capability
Maturity Model (PCMM). This is an affirmation of our continued ability
to attract, develop, motivate, mentor, organize and retain the necessary
talent needed to steadily improve our software development capabilities
and business processes. These capabilities enable us to continuously
address new challenges, embrace new practices and strive towards
making TAKE indisputably the most preferred work place for employees.
Efficient and effective management of human capital: This is a critical component of the Company’s efforts towards augmenting
its efficiencies and client servicing systems. In line with its policy to imbibe a uniform and global management framework for HR
practices across all locations, the Company’s Human Resource Management System (HRMS), running successfully in India, has now
been replicated across all our overseas offices. The Company also successfully introduced a balanced scorecard system during the
year. This performance management approach focuses on various overall performance indicators, which are aligned with the
various divisional and organizational goals.
Critical mentoring: Motivating employees is always important, but inspiring them assumes an increased significance during
challenging economic times, when the business environment is less than promising, as emotions such as fear and anxiety can
adversely impact employee performance. In order to avoid such a situation the top management at TAKE was actively involved in
sharing global economic concerns and industry level developments with employees in an effort to demystify the global
developments and its impact on the industry. The strategy was aimed at addressing the fears of employees in order to keep them
motivated. This was achieved through active participation of the top management through regular group mentoring sessions.
The Company also conducted several innovative communication workshops, where employee participation was encouraged
though role play, experience sharing and team building exercises.
Organization building: As a part of the organization building strategy at TAKE, several measures were initiated during the year to
mentor employees and encourage healthy competition among them. These included a series of activities for identifying and
nurturing potential leaders and inducting new resources.
The TAKE Solutions World Corporate Golf Challenge gives Indian corporate
teams a unique opportunity to represent their country in the only annual
World Golf Championship for corporate teams. The TAKE Solutions World
Corporate Golf Challenge - India is the only qualifying tournament to select
an Indian Team for the World Final.
The regional tournaments during the year were held at Bengaluru, Delhi
and Lonavla, with the National Finals contested by top two teams from each
city. The national finals tournament was won by team RGD & Associates
beating the Credit Suisse team.
This tournament, targeted at the corporate world, saw the participation of
CEOs and senior management of major corporate houses like Deutsche
Bank, Toyota, Pepsi India, Intel, ICICI, Credit Suisse, T&T Motors, Hinduja
Group and Bharati Airtel, amongst others. TAKE Solutions hopes to make the
event a bigger draw in the coming years.
The TAKE Solutions World Corporate Golf Challenge 2009
6
Board of Directors
MR. N. KUMARChairman
Mr. Kumar is the Vice Chairman of theSanmar Group and also serves on theBoards of many blue chip companies.
Recognised as a senior and respectedvoice representing the Indian industry,Mr. Kumar was the former Presidentof the Confederation of IndianIndustry (CII) and is the current
Honorary Consul General of Greece in Chennai and the HonoraryBusiness Representative of the International Enterprise Singapore.
He is also actively involved in a wide range of public and social welfareactivities including education, health & sports in addition to supportingNGOs working for the welfare and training of exceptional children.
Mr. Kumar is an Electronics & Communications Engineer from theCollege of Engineering (Anna University), Chennai.
PROF. G. RAGHURAMIndependent Director
A distinguished expert in SupplyChain and Logistics Management,Infrastructure & Services managementand related subjects, Prof. Raghuramhas served as consultant to over 50 organizations in India andoverseas. He has also taught atprestigious management institutes in the US and is currently the
‘Indian Railways Chair Professor’ at IIM (Ahmedabad).
Prof. Raghuram is a Ph.D from Northwestern University, KellogGraduate School of Management, USA and an alumnus of the IndianInstitute of Management, Ahmedabad. He holds a B.Tech degree inElectrical Engineering from Indian Institute of Technology, Chennai.
MR. N. RANGACHARYIndependent Director
An authority in the subject of financeand taxation, Mr. Rangachary hasheld prestigious positions spanning along & distinguished career with theIndian Civil Services. He was theChairman of Insurance Regulatoryand Development Authority and also the Chairman of the CentralBoard of Direct Taxes. He is
currently an advisor to a number of organizations.
Mr. Rangachary is a Chartered Accountant, a Cost Accountant and aCompany Secretary as well as an Honourary Fellow of the ActuarialSociety of India.
MR. D. A. PRASANNAIndependent Director
Considered a thought leader in HealthCare and Life Sciences, Mr. Prasannahas worked in global leadershippositions at GE and was ViceChairman at Wipro. He was afounding member of the Wipro teamthat initiated the company’s entry intoIT. As the startup CEO of GE Medicalin India, he led the company from
No. 5 to No. 1 position in the country. Leveraging India’s competivenessin the global arena, Mr. Prasanna developed a USD 330 million globalbusiness for GEMS. He currently serves on the Boards of various Pharmacompanies and Research Institutes. He also leads an industry taskforcefor projecting and promoting Bengaluru as a Health Destination underthe aegis of the Confederation of Indian Industry.
Mr. Prasanna is an alumnus of the Indian Institute of Management,Ahmedabad and GE Global Business Leadership Program atCrotonville.
MR. S. KRISHNAMURTHYIndependent Director
A dedicated, senior banker, Mr. Krishnamurthy has held severalprominent positions during his careerspanning over four decades. He was the Chief General Manager at Reserve Bank of India, the BankingOmbudsman at Chennai; theChairman of Tamilnadu MercantileBank; General Manager (Vigilance &
Inspection/Audit) at the Indian Overseas Bank and the Secretary ofBanking Services Recruitment Board for Public Sector Banks.
Mr. Krishnamurthy is a graduate in Science with a MLM and a Diplomain Industrial Relations and Personnel Management.
MR. SRINIVASAN H.RVice Chairman & Vision Holder
Mr. Srinivasan is the Vice Chairmanand Vision Holder of TAKE Solutions.He brings in 23 years of experience inSupply Chain Management. He playsa pivotal role in the evaluation of newinitiatives, mergers and acquisitions,leadership and development at TAKESolutions.
Mr. Srinivasan had previously served as Managing Director atSembCorp Logistics and Temasek Capital. He serves on the Board ofseveral companies spanning industries viz. technology, logistics &Supply Chain Management and financial Services. He holds an MBAand a Degree in Mathematics.
MR. R. SUNDARA RAJANIndependent Director
With a career spanning over threedecades of rich experience in thepharmaceutical industry, Mr. SundaraRajan has successfully spearheadedsignificant technology innovationsand foreign collaborations in thissector. He was the Executive VicePresident-Strategic Business Planningat Matrix Laboratories Ltd and is
currently an Advisor to the Shriram Group of Companies, Chennai. Heis also on the Board of the Manipal Acunova Pvt. Ltd, a reputed ClinicalResearch Organisation in India.
Mr. Sundara Rajan is a Mechanical Engineer from the JadhavpurUniversity, Kolkata, and an alumnus of the Indian Institute ofManagement, Ahmedabad.
MR. RAM YELESWARAPUNon-Executive Director, President andChief Executive Officer
An entrepreneur with a flair forleading global teams andorganizations in solving businesschallenges by using informationtechnology. Mr. Ram has well over adecade of experience working forpharmaceutical companies across arange of business applications from
development to commercialization of drugs. In the current role as theCEO, he led the company to a successful IPO and established anaggressive growth track record across global markets. He holds anengineering degree from IIT, Chennai.
MR. R. SESHADRIExecutive Director and Co-Founder
A Cost Accountant and a CompanySecretary, he is a co-founder of theCompany and currently oversees the Quality and Risk Managementfunctions. He has over three decadesof work experience including stints with Sembcorp Logistics (India) Ltd, State Bank of India,
TVS Group, Shaw Wallace and the Shriram Group.
He holds a graduate degree in Commerce and is also a certified trainer.
7
MR. S. SRIDHARANManaging Director
A highly motivated entrepreneur witha distinctive track record spanning 15years in the IT industry, Mr. Sridharanis the brain behind Megatrends andSurf India - both of which developedinto highly successful ventures -thereby contributing significantly tomapping the future of the IT industryin the country.
Driven by his passion for work and inspired by his creative andentrepreneurial drive, he was instrumental in the launch of iStartWebin 2000 to create Intellectual Property oriented software, and thereaftersuccessfully steered it through the whole life cycle.
At TAKE, Mr. Sridharan spearheads the Company’s Supply ChainManagement initiatives to distinguished heights globally.
Mr. Sridharan holds a BE degree in Electrical and Electronics.
MR. D. V. RAVIDirector and Co-Founder
Mr. D V Ravi is Director and Co-Founder of our Company. With overtwenty two years of experience instrategic planning, business process re-engineering, organizational changemanagement he oversees andprovides strategic inputs to the globalfinance and corporate servicesfunctions of our Company.
Ravi is the Managing Director of Shriram Capital Limited. He also serveson the boards of various Shriram Group companies.
Mr. Ravi is a commerce graduate from Bangalore University and a postgraduate in Management from the Institute of Rural Management,Anand (IRMA).
Dear Shareholders,
It is with a sense of pride that I present to you some of the key
highlights of the fiscal year 2008-09. Notwithstanding the
challenging global economic environment, your Company
continued its onward and upward journey with a healthy
performance.
The Company’s consolidated revenue for the financial year that
ended March 2009 stood at INR 3,433 million (USD 73.9
million), a 16% increase over FY 07-08. Net profit for the period
was INR 529 million (USD 11.4 million). EBITDA stood at
INR 782 million (USD 16.8 million) and EBITDA margin at 23%.
The EPS for the period was INR 4.44.
Reflections on the challenging times
The crisis that quietly began at the end of 2007 on Wall Street led
to the deep freeze of credit markets and quickly spread to the
main street of economy, mutating into a global crisis. With more
than 15% of the workforce in America rendered jobless or
unemployed, coupled with a significant and dramatic collapse of
the value of listed shares in American firms and the worst slide in
industrial production since the Second World War, nearly every
business has a woeful tale to tell.
While some are seeking scapegoats, others are happily
pandering, waiting for the crisis to get over. The crisis will see
many firms being eliminated from the business landscape.
However, the survivors will emerge leaner and stronger than ever
before, and possibly operate in a new paradigm altogether. In the
next couple of years, businesses that thrive will be those that
rationalise costs, are wary of debt, cautious with cash flow and
obsessively attentive to what customers want, along with being
creative and innovative.
Your Company was certainly not insulated to the ripple effects of
this economic tsunami. But the impact has, by and large, been
minimal. In the Life Sciences segment, for instance, we have not
witnessed any rollback in information technology investments,
especially from the large biopharmaceutical companies. In fact,
niche providers like your Company, with their intense domain
expertise in the areas of clinical and regulatory pharma, along
with a differentiated set of products, continue to be sought by
customers and face attractive prospects for services outsourcing.
In our Supply Chain segment, too, notwithstanding deferment
of orders by some of our clients resulting largely from the
slowdown in the manufacturing industry, which is the largest
market for our Supply Chain products, customer engagement has
strengthened.
Innovation, the key to organic growth
Necessity, as they say, is the mother of invention. Last year was
more or less a time for introspection, as we grappled with new
market realities. Thanks to the efforts of TAKEsters around the
globe, we spent more time increasing in-house operational
efficiencies, streamlining best practices and embracing sound
technology to harness the full potential of our talent pool. We
will continue to go down that path to secure internal efficiencies
so that we come out stronger when the economic situation
changes for the better.
We have always believed, and continue to believe that the major
segments of our business around Life Sciences and Supply Chain
management will accrue tremendous value for the Company and
its shareholders. Having secured a firm foothold in the Western
markets with our wide array of products, we recognised that our
established products made perfect sense for emerging markets
too, as they embarked on adopting technologies and standards
from the more developed parts of the world. Our established
reputation as a niche provider of domain-rich solutions to the
US and EU markets is now enabling us to try and secure the
President & CEO
Letter from the
8
first-mover advantage within the emerging markets space.
That is precisely the story of our India market too, where our
PharmaReady product continues to gain market share with the
largest number of installations as against our nearest competitors.
In essence, we firmly believe that the investments made by your
Company in architecting and building innovative solutions,
pertinent to the industry segments where we participate, will pay
us rich dividends as we shop them globally.
The trust and relationships that your Company has established
with several hundred customers is a very secure investment that
we sincerely believe will lead us to doing steady business across
new and innovative service lines during those difficult times when
acquiring new customers may not be as easy, under the prevailing
situation.
Liquidity and cash on hand, the right priorities
The freeze in capital markets around the globe has heightened
the importance of liquidity and cash on hand, and we are
certainly pleased to end FY 09 with INR 1,102 million of cash
and cash equivalents. We also continue to rationalise costs to
align with the market conditions and to build a more sustainable
cost structure.
Towards this, the Company’s senior management has voluntarily
opted for a substantial salary reduction in the current financial
year. The Company is also working towards reducing general and
administrative expenses. Consolidation of infrastructure and data
centers, along with efficient use of office space, is further helping
this cause.
Alliances and partnerships, the route to risk mitigation
While this may be the most opportune time for acquisitions as the
valuations are down, our focus is to conserve cash and grow the
organic part of our business. We may look at transactions which
add value to our business model and help us align quickly to the
new realities in the market.
We are currently focusing on consolidating and becoming more
efficient in our operations in all the geographies and business
units of our presence. We are focused on forming partnerships
with companies that can give us market access and more offerings
to support the new market realities. We have forged many
partnerships in the recent times — Entcomm, PSI, Foxfire, SCS and
Track IT in the Supply Chain space, and Basecon as a SaaS-based
Pharmacovigilance solution provider in the Life Sciences space.
Looking ahead
It is amply evident that the journey ahead will be fraught with
challenges and the short-term outlook will continue to exhibit
uncertainties, but your Company could not be better prepared to
withstand this stress and come out ahead of the competition. It
is said that half the battle is won when one acknowledges and
recognises the hurdles along the way. Having done that already,
we sincerely believe that we have a winning strategy in place at
TAKE to cruise along, and are fully prepared to step on the gas
pedal as the need arises to forge ahead.
In conclusion, we would like to extend our thanks to all of our
associates for their hard work and dedication during the past year;
to our Board of Directors for their continuing support and
guidance, and to you, our shareholders, for the trust you placed
in us. We assure you that your Company is in good health and
look forward to meeting the current challenges with confidence,
and to reporting continuing progress throughout 2009 in our
quest to further strengthen the foundation of this remarkable
edifice.
Thank you,
Ram Yeleswarapu
9
10
Managing Director
Letter from the
Dear Shareholders,
If challenges reveal character, the events of 2008-09 have truly
illustrated the power of focus that is ingrained in every aspect
of our business at TAKE. And while the business environment we
faced did not invite excess optimism, we carefully took stock of
the situation, moved ahead with determination and resolved to
overcome the difficulties ahead. We have successfully not only
avoided a decline in revenue and earnings, our consolidated
revenue for the financial year ended March 2009 have in fact
increased by 16% over FY 07-08 and we continue to have a
robust pipeline of projects and have retained our key accounts. It
is clearly our power of focus has helped us in this endeavour to
a large extent proving its mantle in difficult times.
It is indeed the power of focus that defines our business strength
right from our Intellectual Property (IP), wide range of SCM and
Life Sciences product portfolio, our domain expertise to the well-
earned trust of our clients. It is indeed the power of focus that sets
us apart, driving us to perform bigger and better in all ways,
making us what we are today…..a recognised global business
technology, growing company empowered to grow, always.
Achievements in a challenging year
In many ways a validation of our power of focus is the receipt of
various prestigious rankings and awards right from being
recognised as the Deloitte & Touché 10th fastest growing
company in India to being assigned the PCMM Level 3
certification and achieving the finalist position in the NASSCOM
IT Innovation Award during the year.
The Deloitte Technology Fast 50 India 2008 program recognises
and profiles 50 fast-growing technology companies in India based
on their percentage of revenue growth over the last three financial
years and it is a matter of pride for TAKE Solutions to be placed
amongst the top 15 for the second year in a row. Furthermore, for
the consecutive second year, TAKE was among the top 100
technology companies profiled in the Deloitte Technology Fast
500 Asia Pacific.
An endorsement of our well-established process infrastructure
and ability to manage competency based people practices is the
receipt of the People Capability Maturity Model (PCMM) Level 3
assessment of the Software Engineering Institute (SEI). The
recognition vindicates your Company’s strong vision and
commitment towards people and people processes.
TAKE Solutions was one of the top six finalists in the NASSCOM
IT Innovation Awards 2008 from more than 100 companies. The
Award is designed to recognise companies that have made
innovation a part of their organizational DNA, and use the
innovation engine to reinvent their processes, marketing and
product development strategies. Your Company is proud to
receive this prestigious ranking for an innovation in the supply
chain vertical, put in use for the pharmaceuticals industry.
Renewed focus
Operationally, 2008 has been an eventful and a challenging year.
At TAKE Solutions, we faced a difficult fourth quarter and it was
for the first time in our history that we were below our budgeted
predictions. However, we undertook several measures of
prudence to imbibe further cost competitiveness to confidently
brace for a difficult period forward especially the first half of 2009.
On a strategic level, we have continued to invest in our business
and product development to ensure we remain sharply
competitive and dynamic. In our continued endeavor to build the
organization capabilities for tomorrow, the leadership team’s
capabilities have been augmented globally with top notch
professionals from leading organizations. Our Center of
excellence for both the Life Sciences and Supply Chain domain
has been augmented and plans are on the anvil to create a world
class excellence center to demonstrate our technological prowess
and emerging technologies that can be used by customers in their
business for a sustaining competitive advantage.
Focus on partnerships
We are focused on creating extensive partnerships, developing
deeper capabilities, offering next generation products and
services and has always been recognised as customer focused
organization and global business designs.
We are not only looking at differentiation at the products &
service level, but are also using the technological advances to
create disruptive business models. The enterprise model has been
reconfigured to leverage extensive partnerships to deliver greater
value to customers at a variable cost. The Revenue model has
been changed to cater to newer customer requirements such as
‘Pay as you go’ (SaaS- Software as a Service), result based
licensing and software assurance, besides the current pricing
models.
Exploring new avenues
To build a more balanced business structure, your Company is
evolving strategies to add a new business segment - “Enterprises
services business”. The global meltdown has augmented the need
to drastically reduce operating expenses across industry thus
making cost-effective and efficient outsourcing services like
Business Support Systems (BSS), Operations Support Systems
(OSS), Engineering Services (ES) and Business Process
Outsourcing (BPO) an attractive proposition for even more
organizations. The market size of such a business segment is
estimated to be in the range of USD 70 Billion.
Leveraging the existing relationships with our customers and the
strength of our back office in India, we have successfully
structured an attractive proposition for our customers which helps
them to be efficient and at the same time be cost effective utilising
our Enterprise Services Business model.
On a concluding note
Thus, as we march into 2009-10, we remain strongly rooted in
our mission to be the preferred partner to customers worldwide
and be an innovative, agile organization that constantly reinvents
and is one step ahead of the changing technology trends. It is this
desire to excel that is shared by committed employees across our
businesses and I take this opportunity to thank them for their
continued efforts. I also take this opportunity to thank all our
stakeholders, our customers, valued partners and vendors.
Together with our employees, we are confident we will stride
resolutely forward in the coming year. Even amid this historically
difficult business environment, we strive to be a company
appreciated and trusted by clients and we continue to look
forward to your continued support and encouragement.
Warm Regards,
S. Sridharan
11
12
Global management team
TAKE Supply Chain
Aravind SankaranVice President,
Marketing (APAC)
Dusty KnightVice President,
Services & Support
James RobbDirector,
Finance & Operations
John ReecePresident
Ramesh GVice President, APAC
Stan SchochVice President, Sales
Venkatesan SivaramanExecutive Vice President,
Product Engineering
Warren SumnerGeneral Manager
TAKELife Sciences
Ilango RamanujamVice President, Delivery
Hemant DasDirector, Finance
Kalyan GopalakrishnanExecutive Vice President
Ramesh LVice President, APAC
Suren DheenadayalanSenior Director,
Regulatory Submissions
TAKE EnterpriseServices
Bala LatupalliExecutive Vice President
Dhamu NarayananChief Operating Officer
Govindarajan SrinivasanGlobal Delivery Head
Jacob GeorgeSenior Director (Alliances)
Mahesh MenonSenior Manager, Domain Services
Krish VaidyanathanExecutive Vice President,
Technology Solutions
Rajeev RanganVice President,
Software Services& Marketing
Sanjay GoradiaSenior Vice President,Business Intelligence
Srini SadhuVice President,
Domain Services
Venkatesan VAsst. Vice President,Finance & Accounts
TAKE Corporate
Dr. Chandrasekaran. NVice President,
Corporate Affairs
Deepa JayakumarAsst. Manager,
Corporate Communications
Gayatri Devi CGeneral Manager, HR
Gowri Shankar CAdvisor,
Business Development
Sai Prasath AGeneral Manager,
Finance
Sachin GargManager, Investor
Relations
Shobana N.SVice President,
Finance & Accounts
Srinivasan PCompany Secretary
Tamilvel. NHead, IT
Thiruvenkadam RHead, Quality Assurance
Applied ClinicalIntelligence LLC USA
Dr. Jonathan SeltzerPresident
Liza SeltzerExecutive Vice President &
COO
Mark WilliamsChief Information Officer
Mirnah Technology System
Reji NairGeneral Manager
Dr. Anchan C.KCEO
Towell-TAKE Solutions LLC, Muscat
Autoparts Asia Pvt Ltd, India
Ramakrishnan KDirector & COO
Vaidyanathan KDirector & CEO
TAKE United Solutions, Malaysia
Colin FernandezCEO
Rudy NgDirector
TAKE SOLUTIONS Global Management Teams
Company information
Board of Directors
Independent Directors
Mr. N. Kumar - ChairmanMr. S. Krishnamurthy Mr. D. A. PrasannaProf. G. Raghuram Mr. N. RangacharyMr. R Sundara Rajan
Non-Executive Directors
Mr. Srinivasan H. R. - Vice-ChairmanMr. D. V. RaviMr. Ram Yeleswarapu
Executive Directors
Mr. S. Sridharan - Managing DirectorMr. R. Seshadri - Executive Director
Company Secretary (Compliance Officer)
Mr. P. Srinivasan
Registered Office
76, Venkatakrishna Road,Raja Annamalaipuram,Chennai - 600 028.
Corporate Office
6th Floor, 80/81, MBC Towers, TTK Road, Alwarpet,Chennai - 600 018.
Statutory Auditors
Sundar, Srini & Sridhar - Chartered Accountants
Internal Auditors
KPMG, IndiaG D Apte & Company
Bankers
Bank of BarodaCiti Bank LimitedHSBC Bank LimitedIndian Overseas bankYES Bank Limited
Committees of the Board
Audit Committee
Mr. R. Sundara Rajan - Chairman Mr. D. A. PrasannaMr. S. KrishnamurthyMr. D. V. Ravi
Remuneration & Compensation Committee
Mr. D. A. Prasanna - Chairman Mr. R. Sundara RajanMr. D. V. Ravi
Shareholders’/Investors Grievance - Cum - Share TransferCommittee
Mr. N. Kumar - ChairmanMr. R. Sundara RajanMr. S. Sridharan
Acquisition and Investment Committee
Mr. N. Kumar - Chairman Mr. R. Sundara RajanMr. D. V. Ravi
Banking and Borrowing Committee
Mr. D. V. Ravi - ChairmanMr. S. SridharanMr. R. Seshadri
1313
1514 Annual Report 2008-09 TAKE Solutions Limited
Your Directors have pleasure in presenting the EIGHTH Annual
Report together with the Audited Accounts for the year ended
31st March 2009.
(Rs in Million except per share data)
The Consolidated total income of the Company was Rs.3433.00
Million as against Rs.2967.26 Million in the previous year. The
Consolidated Net Profit was Rs.528.49 Million as against
Rs.528.53 Million in the previous year.
The U.S. remains the largest market and contributed 74% of our
revenues.
(Rs in Million except per share data)
FINANCIAL HIGHLIGHTS:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
II. Standalone Financial highlights of the Company:
The Net Revenue and Profit after Tax of the Standalone
Company were Rs.626.71Million (Rs.882.89 Million) and
Rs.127.61 Million (Rs.206.48 Million) respectively.
As per the approval accorded by the Members at the last Annual
General Meeting, the nominal face value of the Company’s
equity shares was subdivided from Rs.10/- per share to Re.1/- per
share. This has increased the liquidity of the Company’s Equity
Shares and made it more affordable to the investing public.
Further your Company had allotted 1,200,000 Equity Shares of
Re.1/- each to the TAKE Solutions Limited ESOP Trust. The Trust
holds 2,400,000 Equity Shares out of which 1,390,500 options
have been granted to the employees. None of the shares have
been vested to the employees as on date.
Adividend of Rs.5 per preference share @5% is recommended in
respect 504,850 5% Non-Cumulative Preference Shares of
Rs.10 each.
Your Directors have pleasure in recommending a dividend of
20% (Re.0.20 per Equity Share of Re.1 each) for the year ended
31st March 2009, subject to the approval of the shareholders at
the ensuing Annual General Meeting.
The total cash outflow on account of equity and preference
dividend payments, including dividend distribution tax, will be
Rs.28.93 Million (FY2008 Rs.31.23Million).
The register of members and share transfer books will remain
closed from August 21, 2009 to August 28, 2009, both days
inclusive. Our Annual General Meeting has been scheduled for
August 28, 2009.
The current slowdown triggered by aberrations that emanated
from the financial sector, has adversely affected the real global
economy, leading to a decline in industrial activity. This has
affected our Company’s performance too especially in the
second half of the year. Clients are re-aligning their business case
for many applications and infrastructure initiatives to cost
reduction and risk management rather than fostering revenue
growth.
SHARE CAPITAL
Sub-Division of Equity Share Capital
ESOP
DIVIDEND
FUTURE OUTLOOK:-
In the short term, your Company will face challenges due to
slowdown in economic activity across industries and countries.
In the US, which is the largest market for the Company, the
demand is expected to be subdued over the next three-four
quarters.
However, your Company has taken initiatives at the
management level to take it to the next level of growth and
enhancing shareholder value including:
1. Customer Engagements: Although our clients have taken
a cautious approach in placing new orders due to
prevailing uncertainty, we have strengthened our
engagement with them. Working closely with the clients
will help us to develop or enhance the processes and
products, which will place the Company in a better
position once the economic condition improves.
2. New Revenue Model: The clients are moving away from
upfront license payment, preferring to pay as they use.
Therefore we have increased our focus on SaaS Revenue
Model.
3. Cost Rationalization: We also continue to rationalize
costs to align with the market conditions and also build
sustainable cost structure.
4. Strengthening Partnerships: We are focused on forming
partnerships with companies that can give us market
access and more offerings to support the new market
realities. We have forged many partnerships in the
recent times – Entcomm, PSI, Foxfire, SCS and TrackIT in
the supply chain space and Basecon as a Saas based
Pharmacovigilance solution provider in the Life
Sciences space.
TAKE Solutions Pte Ltd, Singapore, the Holding Company
continues to retain substantial equity in your Company and the
present equity holding is at 57.89%.
The Middle East Operations have been restructured with the
creation of a Holding Company TOWELL TAKE Investment (TTI),
of which TOWELL TAKE Solutions (TTS) shall be a 100%
subsidiary. Thus, there has been investment in TTI to the extent
of Rs.8.6Mn and Disinvestment of Rs. 9.14Mn in TTS.
During the year, the equity holding of our Company in TAKE
United Sdn.bhd. has been reduced from 100% to 51%.
HOLDING COMPANY & ITS SUBSIDIARIES
INVESTMENTS IN SUBSIDIARIES
OVERSEAS & INDIAN SUBSIDIARIES:-
PARTICULARS UNDER SECTION 212 OF THE COMPANIES
ACT, 1956
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
DIRECTORS
Subsidiaries
Step Down Subsidiaries
TAKE Solutions Inc, USA
Autopartsasia Private Ltd, India
TAKE United Sdn Bhd, Malaysia
TOWELL - TAKE Investments LLC, Muscat
CMNK Consultancy & Services Private Ltd, India
Applied Clinical Intelligence LLC, USA
Clear Orbit Inc, USA
TAKE Enterprises Solutions Inc. U.S.A.
TAKE Intellectual Properties Management Inc. U.S.A.
TAKE Solutions GmbH, Switzerland
TAKE Solutions MEA Ltd, United Arab Emirates
TOWELL TAKE Solutions LLC. Oman
CMNK Services Private Limited, India
Your Company has received an approval under Section 212(8) of
the Companies Act, 1956 from the Ministry of Corporate Affairs,
Government of India, vide order No.47/52/2009-CL-III dated
January 22, 2009 exempting the Company from attaching the
Balance Sheet, Profit and Loss Account and other documents of
subsidiary companies with the Annual Report of the Company.
Abridged Financial information of the subsidiary companies, as
required by the said order, is given as part of this report.
The consolidated financial statements of the Company along
with the subsidiaries, duly audited are presented along with the
accounts of your Company. The annual accounts of the
subsidiary companies are kept at the Company’s Registered
Office and also at the respective registered office of the
subsidiaries for inspection. Shareholders desirous of obtaining
the annual accounts of your Company’s subsidiaries may obtain
the same upon request.
Management Discussion and Analysis Report for the year under
review, as per the provisions of Clause 49 of the Listing
Agreement with the Stock Exchanges is presented separately,
which forms part of the Annual Report.
Mr. D.A. Prasanna, Mr. R. Sundara Rajan and Mr. Ram
Year ended March 31 2009 2008
Total Income 3433.00 2967.26
Total Expenditure 2650.73 2173.91
EBITDA 782.27 793.35
Depreciation & Amortization 169.48 98.83
Profit / (Loss) Before Int & Tax 612.79 694.52
Interest & Finance Charges 17.80 69.29
Provision for Taxation 55.00 85.88
Profit / (Loss) After Tax 528.49 528.53
Earnings Per Share 4.44 4.74
Equity Shares (in numbers) 122,400,000 121,200,000
Year ended March 31 2009 2008
Total Income 626.71 882.89
Total Expenditure 391.06 517.68
EBITDA 235.65 365.21
Depreciation & Amortization 68.11 52.07
Profit / (Loss) Before Int & Tax 167.54 313.14
Interest & Finance Charges 14.01 42.41
Provision for Taxation 25.92 64.25
Profit / (Loss) After Tax 127.61 206.48
Earnings Per Share 1.06 1.84
Equity Shares ( in numbers) 122,400,000 121,200,000
Directors’ Report Directors’ Report
1514 Annual Report 2008-09 TAKE Solutions Limited
Your Directors have pleasure in presenting the EIGHTH Annual
Report together with the Audited Accounts for the year ended
31st March 2009.
(Rs in Million except per share data)
The Consolidated total income of the Company was Rs.3433.00
Million as against Rs.2967.26 Million in the previous year. The
Consolidated Net Profit was Rs.528.49 Million as against
Rs.528.53 Million in the previous year.
The U.S. remains the largest market and contributed 74% of our
revenues.
(Rs in Million except per share data)
FINANCIAL HIGHLIGHTS:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
II. Standalone Financial highlights of the Company:
The Net Revenue and Profit after Tax of the Standalone
Company were Rs.626.71Million (Rs.882.89 Million) and
Rs.127.61 Million (Rs.206.48 Million) respectively.
As per the approval accorded by the Members at the last Annual
General Meeting, the nominal face value of the Company’s
equity shares was subdivided from Rs.10/- per share to Re.1/- per
share. This has increased the liquidity of the Company’s Equity
Shares and made it more affordable to the investing public.
Further your Company had allotted 1,200,000 Equity Shares of
Re.1/- each to the TAKE Solutions Limited ESOP Trust. The Trust
holds 2,400,000 Equity Shares out of which 1,390,500 options
have been granted to the employees. None of the shares have
been vested to the employees as on date.
Adividend of Rs.5 per preference share @5% is recommended in
respect 504,850 5% Non-Cumulative Preference Shares of
Rs.10 each.
Your Directors have pleasure in recommending a dividend of
20% (Re.0.20 per Equity Share of Re.1 each) for the year ended
31st March 2009, subject to the approval of the shareholders at
the ensuing Annual General Meeting.
The total cash outflow on account of equity and preference
dividend payments, including dividend distribution tax, will be
Rs.28.93 Million (FY2008 Rs.31.23Million).
The register of members and share transfer books will remain
closed from August 21, 2009 to August 28, 2009, both days
inclusive. Our Annual General Meeting has been scheduled for
August 28, 2009.
The current slowdown triggered by aberrations that emanated
from the financial sector, has adversely affected the real global
economy, leading to a decline in industrial activity. This has
affected our Company’s performance too especially in the
second half of the year. Clients are re-aligning their business case
for many applications and infrastructure initiatives to cost
reduction and risk management rather than fostering revenue
growth.
SHARE CAPITAL
Sub-Division of Equity Share Capital
ESOP
DIVIDEND
FUTURE OUTLOOK:-
In the short term, your Company will face challenges due to
slowdown in economic activity across industries and countries.
In the US, which is the largest market for the Company, the
demand is expected to be subdued over the next three-four
quarters.
However, your Company has taken initiatives at the
management level to take it to the next level of growth and
enhancing shareholder value including:
1. Customer Engagements: Although our clients have taken
a cautious approach in placing new orders due to
prevailing uncertainty, we have strengthened our
engagement with them. Working closely with the clients
will help us to develop or enhance the processes and
products, which will place the Company in a better
position once the economic condition improves.
2. New Revenue Model: The clients are moving away from
upfront license payment, preferring to pay as they use.
Therefore we have increased our focus on SaaS Revenue
Model.
3. Cost Rationalization: We also continue to rationalize
costs to align with the market conditions and also build
sustainable cost structure.
4. Strengthening Partnerships: We are focused on forming
partnerships with companies that can give us market
access and more offerings to support the new market
realities. We have forged many partnerships in the
recent times – Entcomm, PSI, Foxfire, SCS and TrackIT in
the supply chain space and Basecon as a Saas based
Pharmacovigilance solution provider in the Life
Sciences space.
TAKE Solutions Pte Ltd, Singapore, the Holding Company
continues to retain substantial equity in your Company and the
present equity holding is at 57.89%.
The Middle East Operations have been restructured with the
creation of a Holding Company TOWELL TAKE Investment (TTI),
of which TOWELL TAKE Solutions (TTS) shall be a 100%
subsidiary. Thus, there has been investment in TTI to the extent
of Rs.8.6Mn and Disinvestment of Rs. 9.14Mn in TTS.
During the year, the equity holding of our Company in TAKE
United Sdn.bhd. has been reduced from 100% to 51%.
HOLDING COMPANY & ITS SUBSIDIARIES
INVESTMENTS IN SUBSIDIARIES
OVERSEAS & INDIAN SUBSIDIARIES:-
PARTICULARS UNDER SECTION 212 OF THE COMPANIES
ACT, 1956
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
DIRECTORS
Subsidiaries
Step Down Subsidiaries
TAKE Solutions Inc, USA
Autopartsasia Private Ltd, India
TAKE United Sdn Bhd, Malaysia
TOWELL - TAKE Investments LLC, Muscat
CMNK Consultancy & Services Private Ltd, India
Applied Clinical Intelligence LLC, USA
Clear Orbit Inc, USA
TAKE Enterprises Solutions Inc. U.S.A.
TAKE Intellectual Properties Management Inc. U.S.A.
TAKE Solutions GmbH, Switzerland
TAKE Solutions MEA Ltd, United Arab Emirates
TOWELL TAKE Solutions LLC. Oman
CMNK Services Private Limited, India
Your Company has received an approval under Section 212(8) of
the Companies Act, 1956 from the Ministry of Corporate Affairs,
Government of India, vide order No.47/52/2009-CL-III dated
January 22, 2009 exempting the Company from attaching the
Balance Sheet, Profit and Loss Account and other documents of
subsidiary companies with the Annual Report of the Company.
Abridged Financial information of the subsidiary companies, as
required by the said order, is given as part of this report.
The consolidated financial statements of the Company along
with the subsidiaries, duly audited are presented along with the
accounts of your Company. The annual accounts of the
subsidiary companies are kept at the Company’s Registered
Office and also at the respective registered office of the
subsidiaries for inspection. Shareholders desirous of obtaining
the annual accounts of your Company’s subsidiaries may obtain
the same upon request.
Management Discussion and Analysis Report for the year under
review, as per the provisions of Clause 49 of the Listing
Agreement with the Stock Exchanges is presented separately,
which forms part of the Annual Report.
Mr. D.A. Prasanna, Mr. R. Sundara Rajan and Mr. Ram
Year ended March 31 2009 2008
Total Income 3433.00 2967.26
Total Expenditure 2650.73 2173.91
EBITDA 782.27 793.35
Depreciation & Amortization 169.48 98.83
Profit / (Loss) Before Int & Tax 612.79 694.52
Interest & Finance Charges 17.80 69.29
Provision for Taxation 55.00 85.88
Profit / (Loss) After Tax 528.49 528.53
Earnings Per Share 4.44 4.74
Equity Shares (in numbers) 122,400,000 121,200,000
Year ended March 31 2009 2008
Total Income 626.71 882.89
Total Expenditure 391.06 517.68
EBITDA 235.65 365.21
Depreciation & Amortization 68.11 52.07
Profit / (Loss) Before Int & Tax 167.54 313.14
Interest & Finance Charges 14.01 42.41
Provision for Taxation 25.92 64.25
Profit / (Loss) After Tax 127.61 206.48
Earnings Per Share 1.06 1.84
Equity Shares ( in numbers) 122,400,000 121,200,000
Directors’ Report Directors’ Report
1716 Annual Report 2008-09 TAKE Solutions Limited
Directors’ Report
Yeleswarapu, Directors of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Mr.N.Rangachary and Mr.S.Krishnamurthy were appointed as
Additional Directors of the Company with effect from May 22,
2009. They respectively hold office up to the date of the
forthcoming Annual General Meeting of the Company. Taking
into consideration their knowledge and experience, the Board
commends their appointment as Directors of the Company.
Members’ approval for their appointment as Directors has been
sought in the Notice convening the Annual General Meeting of
the Company.
The Company has not accepted any deposits from the Public.
The Auditors of the Company, M/s. Sundar, Srini & Sridhar,
Chartered Accountants, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer
themselves for reappointment. The Company has received a
certificate from them to the effect that the appointment, if made,
would be within the limits prescribed under Section 224 (1B) of
the Companies Act, 1956.
During the year under review, your Company had engaged the
services of Ernst & Young, as Internal Auditors to carry out
internal audit on a regular basis. The reports of the internal
audit along with comments from the management are placed for
review before Audit Committee. The Audit Committee also
scrutinizes all the programmes and the adequacy of the internal
audits.
The Company has appointed M/s. KPMG and M/s.G.D.Apte &
Company as Internal Auditors for the financial year 2009-10.
Information as per Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules,
1975, regarding the names and other particulars of employees
are required to be set out in the annexure to this report.
However, as per the provisions of Section 219(1)(b) of the Act,
the Report and Accounts of the Company sent to the
shareholders do not contain the said annexure. Any shareholder
desirous of obtaining a copy of the statement may write to the
Company Secretary at the Registered Office of the Company.
FIXED DEPOSITS
AUDITORS
INTERNAL AUDIT
PARTICULARS OF EMPLOYEES
CORPORATE GOVERNANCE:-
CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings and Outgo
DIRECTORS’RESPONSIBILITY STATEMENT
Your Company is committed to maintaining the highest
standards of Corporate Governance. Your Directors adhere to
the standards set out by the Securities and Exchange Board of
India’s (SEBI) Corporate Governance practices and accordingly
have implemented all the major stipulations prescribed. Your
Company’s Corporate Governance Compliance Certificate
dated May 22, 2009 in line with Clause 49 of the Listing
Agreement is given as Annexure forming part of this Report.
There are no particulars to be disclosed under Companies
(Disclosures of particulars in the report of Directors) Rules 1988
in regard to conservation of energy, technology absorption.
Total Foreign Exchange earned and used on cash basis
Forex Earned:
INR 246.27 Million ( INR 467.15 Million)
Forex Used:
INR 77.47 Million (INR 181.03 Million)
Pursuant to the requirement under Section 217 (2AA) of the
Companies Act, 1956, it is hereby confirmed:
1 That in the preparation of the annual accounts, the
relevant applicable Accounting Standards have been
followed and no material departures have been made
from the same.
2. That the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that year.
3. That the directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. That the directors have prepared the annual accounts on
a going concern basis.
We thank our clients, vendors and bankers for their continuous
support during the year. We place on record our sincere thanks
and appreciation to the encouragement and support received
from Shareholders. We would also like to record our
appreciation of the co-operation, hard-work and dedication
shown by the employees. We look forward to their continued
support in the future.
By Order of the Board
Managing Director Executive Director
ACKNOWLEDGEMENT
S. Sridharan R. Seshadri
Place: Chennai
Date: May 22, 2009
Directors’ Report
1716 Annual Report 2008-09 TAKE Solutions Limited
Directors’ Report
Yeleswarapu, Directors of the Company are liable to retire by
rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Mr.N.Rangachary and Mr.S.Krishnamurthy were appointed as
Additional Directors of the Company with effect from May 22,
2009. They respectively hold office up to the date of the
forthcoming Annual General Meeting of the Company. Taking
into consideration their knowledge and experience, the Board
commends their appointment as Directors of the Company.
Members’ approval for their appointment as Directors has been
sought in the Notice convening the Annual General Meeting of
the Company.
The Company has not accepted any deposits from the Public.
The Auditors of the Company, M/s. Sundar, Srini & Sridhar,
Chartered Accountants, retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer
themselves for reappointment. The Company has received a
certificate from them to the effect that the appointment, if made,
would be within the limits prescribed under Section 224 (1B) of
the Companies Act, 1956.
During the year under review, your Company had engaged the
services of Ernst & Young, as Internal Auditors to carry out
internal audit on a regular basis. The reports of the internal
audit along with comments from the management are placed for
review before Audit Committee. The Audit Committee also
scrutinizes all the programmes and the adequacy of the internal
audits.
The Company has appointed M/s. KPMG and M/s.G.D.Apte &
Company as Internal Auditors for the financial year 2009-10.
Information as per Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules,
1975, regarding the names and other particulars of employees
are required to be set out in the annexure to this report.
However, as per the provisions of Section 219(1)(b) of the Act,
the Report and Accounts of the Company sent to the
shareholders do not contain the said annexure. Any shareholder
desirous of obtaining a copy of the statement may write to the
Company Secretary at the Registered Office of the Company.
FIXED DEPOSITS
AUDITORS
INTERNAL AUDIT
PARTICULARS OF EMPLOYEES
CORPORATE GOVERNANCE:-
CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings and Outgo
DIRECTORS’RESPONSIBILITY STATEMENT
Your Company is committed to maintaining the highest
standards of Corporate Governance. Your Directors adhere to
the standards set out by the Securities and Exchange Board of
India’s (SEBI) Corporate Governance practices and accordingly
have implemented all the major stipulations prescribed. Your
Company’s Corporate Governance Compliance Certificate
dated May 22, 2009 in line with Clause 49 of the Listing
Agreement is given as Annexure forming part of this Report.
There are no particulars to be disclosed under Companies
(Disclosures of particulars in the report of Directors) Rules 1988
in regard to conservation of energy, technology absorption.
Total Foreign Exchange earned and used on cash basis
Forex Earned:
INR 246.27 Million ( INR 467.15 Million)
Forex Used:
INR 77.47 Million (INR 181.03 Million)
Pursuant to the requirement under Section 217 (2AA) of the
Companies Act, 1956, it is hereby confirmed:
1 That in the preparation of the annual accounts, the
relevant applicable Accounting Standards have been
followed and no material departures have been made
from the same.
2. That the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that year.
3. That the directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. That the directors have prepared the annual accounts on
a going concern basis.
We thank our clients, vendors and bankers for their continuous
support during the year. We place on record our sincere thanks
and appreciation to the encouragement and support received
from Shareholders. We would also like to record our
appreciation of the co-operation, hard-work and dedication
shown by the employees. We look forward to their continued
support in the future.
By Order of the Board
Managing Director Executive Director
ACKNOWLEDGEMENT
S. Sridharan R. Seshadri
Place: Chennai
Date: May 22, 2009
Directors’ Report
1918 Annual Report 2008-09 TAKE Solutions Limited
This Management’s Discussion and Analysis contains certain
"forward-looking statements" concerning our future operations,
prospects, strategies, financial condition, future economic
performance (including growth and earnings) and demand for
our products and services, and other statements of our plans,
beliefs, or expectations etc. . These forward looking statements
generally can be identified by words or phrases such as "aim",
"anticipate", "believe", "target", "expect", "estimate", "intend",
"objective", "plan", "project", "shall", "will", "will continue", "will
pursue", "can", "could", "may", "should", "would" or other words
or phrases of similar import. Similarly, statements that describe
our objectives, plans or goals are also forward-looking. The
forward-looking statements we make are not guarantees of
future performance and are subject to various assumptions, risks
and other factors that could cause actual results to differ
materially from those suggested by these forward-looking
statements. These factors include, among others, those set forth
below. Forward-looking statements that we make or that are
made by others on our behalf are based on knowledge of our
business and the environment in which we operate. We cannot
assure you that the results or developments anticipated by us
will be realized or, even if substantially realized, that they would
have the expected consequences to or effects on us or on our
business or operations.
MARKET OVERVIEW
The Financial Crisis of 2008 was unbending in its devastation of
reputation and unsparing in its treatment of investors. The
slowdown which started with the financial sector has spread to
the real economy leading to a decline in industrial activity and
plunging stock markets. In February 2009, the Organisation for
Economic Co-operation and Development (OECD) Composite
leading indicator, which gives early signs of turning points of
economic activity for the OECD countries edged closer to lows
that were recorded during the oil shock of the early 1970s and
for the US, it was at the lowest level since 1961. Another
indicator of economic activity, the US Purchase Manager
Index (PMI), which is published by the Institute of Supply
Management (ISM) and tracks the manufacturing sector,
also recorded the lowest figure in December 2008 since early
1980s.
Although, some improvement was witnessed in PMI numbers
over the last few months, the numbers are still almost the lowest
in two decades . For the month of May 2009, PMI was 42.8 and
any number below 50 indicates contraction in manufacturing
activity. These indicators clearly indicate the slowdown, which
the industry has not witnessed over the last several decades and
no near term signs of early revival.
A sustained economic recovery will not be possible until the
financial sector's functionality is restored and credit markets are
unclogged. As we are writing, the World Bank has published its
latest prediction on the global economy. According to the Bank,
the global recession this year will be deeper than it predicted in
March, 2009 and warned that a flight of capital from developing
nations will swell the ranks of the poor and the unemployed. The
world economy is expected to contract 2.9%, compared with
the bank’s previous forecast of a 1.7% decline. The global
economy is projected to experience a gradual recovery in 2010,
with growth picking up to 2 %.
Financial Year (FY) 2008-09 was challenging for the IT industry
due to slowdown in the economic activity across industries and
countries especially in the US, which is the largest market for the
Indian IT companies. Clients in developed economies are
aligning their business case for applications and infrastructure
initiatives to cost reduction and risk management as opposed to
fostering revenue growth.
Various analysts confirm that IT
spending has been severely affected due to the severe economic
slowdown and uncertainty. The uncertainty is of such a
magnitude that the leading market research firm Gartner, had to
revise its worldwide software sales estimates for 2009 thrice
since September 2008. In September, 2008, the firm predicted
9.5% increase in software sales in 2009 over 2008, which was
revised lower to 6.6% increase in December and finally to 0.3 %
in March 2009.
Despite the turbulent times, TAKE continues to focus on its
business segments and key strengths, which equip the Company
to take further challenges. We have been continuously engaged
with customers during this period in trying to understand what
could be key value enhancers for them.
Supply Chain business was impacted by the spread of the
slowdown to the manufacturing industry, which is its largest
market . Nevertheless we have aligned ourselves to make the
most of the opportunities available in this segment.
Globally, companies are now looking to optimize the
management of the entire supply chain network across
organizational boundaries, and even evolve new business
models to collaborate with customers, partners, internal
business units and suppliers for delivering value to all
stakeholders in the supply chain network. This translates to
Decline in Software Sales:
TAKE’s FOCUS
SUPPLY CHAIN MANAGEMENT
Focused on opportunities
greater complexity in its management, monitoring and
optimization. Our products have the capability to facilitate new
ways of working with suppliers and channel partners to leverage
information and knowledge across the supply chain in order to
meet their customers’needs at the lowest cost.
Despite the negative scenario, and the resultant change in
clients’ buying pattern - focused more on small projects with
quick return on investment and on a one-window service from
vendors - the fundamentals of the Supply Chain Management
business remain strong and sound. With its extensive experience
and expertise, TAKE is well equipped to handle these changing
customer needs and requirements at each level of execution and
delivery.
Strategic and long-term partnerships continue to be a key growth
driver for the Company. While this may be the most opportune
time for acquisitions as the valuations are down, our focus is to
conserve cash and grow the organic part of our business. We
may look at transactions which add value to our business model
and help us align quickly to the new realities in the market. We
are currently focusing on consolidating and becoming more
efficient in our operations in all geographies. We are focused on
forming partnerships with companies that can give us market
access and more offerings to support the new market realities.
We have forged many partnerships in the recent times –
Entcomm , PSI, Foxfire, SCS and Track IT.
TAKE, with its OneSCM product suite of 16 products, is better
positioned compared with its competitors due to its business
platform strength and domain knowledge. Notwithstanding the
fact that, in the current environment, clients are resorting to
caution in business, our engagement with our customers has
actually strengthened during the year. Going ahead, we plan to
further expand our product suite in order to cater to the growing
and fast-changing needs of clients across the world in this niche
business space.
Across the world, customer preferences are changing and they
are changing fast. The changes are in line with the increasing
globalization and the growing consolidation within and across
geographies. Keeping pace with the changing customer
preferences today is, perhaps, the biggest challenge faced by
companies. With its power of focused growth, TAKE has not only
succeeded in tackling the challenges of the changing times but
has successfully established itself as a global leader in the niche
Life Sciences segment.
Focused on partnerships
LIFE SCIENCES
Focused on opportunities
Focused on enhanced business
That the opportunity matrix is growing fast in line with the
changing times is evident from the fact that the global
biopharmaceutical R&D spend is estimated to be $172 billion
with a 18% CAGR. Of the total global bio-pharmaceutical R&D
spend, outsourced work amounts to $30 billion/year, while the
clinical and regulatory spends could well cross $7 billion/year.
Looking at the growing opportunity matrix and encouraged by
the fact that the Life Sciences segment has not seen any rollback
in information technology investments, especially from the big
pharmaceutical companies, we have continued to expand our
business in this niche area. We have, however, adopted a
cautious approach while entering into any engagement with
small and medium sized companies since majority of these
Companies are Venture Capital funded and cash flows are
becoming critical when it comes to IT investments.
Going ahead, we see immense and long-term growth potential
and opportunities for the company. TAKE is well positioned to
take advantage of growing adoption of IT by the Life Sciences
industry, either voluntarily or as mandated by regulations. For
instance, from January 1, 2010, the EMEAwill mandate the use of
the electronic Common Technical Document (eCTD) format for
all electronic-only submissions for all applications (new and
existing) and all submission types, which will drive significant
demand for our flagship product, PharmaReady.
With deep domain knowledge, thought leadership around new
guidance and standards initiatives – Clinical Data Interchange
Standards Consortium (CDISC) and electronic Common
Technical Document (eCTD) and the appropriate use of
technology, TAKE’s OneClinical Suite provides a seamless
clinical data supply chain that is integrated, meta data driven and
spans the entire gamut from collection to submission. In line with
providing more value to the customers, in FY 08-09 we
introduced advanced version of our products including
PharmaReady 4.1 version.
As in the past, we will continue to strengthen our products and
services offering to bring in sound commercial value to the
organization. Our focus is on the fundamentals of the business,
which will sustain our growth and profitability both in the short
and long term. Our business models have been fine-tuned to face
the newer challenges and we are confident of emerging stronger
and better equipped to meet the various challenges and take
advantage of the market potential in the future.
Management’s Discussion & Analysis Management’s Discussion & Analysis
1918 Annual Report 2008-09 TAKE Solutions Limited
This Management’s Discussion and Analysis contains certain
"forward-looking statements" concerning our future operations,
prospects, strategies, financial condition, future economic
performance (including growth and earnings) and demand for
our products and services, and other statements of our plans,
beliefs, or expectations etc. . These forward looking statements
generally can be identified by words or phrases such as "aim",
"anticipate", "believe", "target", "expect", "estimate", "intend",
"objective", "plan", "project", "shall", "will", "will continue", "will
pursue", "can", "could", "may", "should", "would" or other words
or phrases of similar import. Similarly, statements that describe
our objectives, plans or goals are also forward-looking. The
forward-looking statements we make are not guarantees of
future performance and are subject to various assumptions, risks
and other factors that could cause actual results to differ
materially from those suggested by these forward-looking
statements. These factors include, among others, those set forth
below. Forward-looking statements that we make or that are
made by others on our behalf are based on knowledge of our
business and the environment in which we operate. We cannot
assure you that the results or developments anticipated by us
will be realized or, even if substantially realized, that they would
have the expected consequences to or effects on us or on our
business or operations.
MARKET OVERVIEW
The Financial Crisis of 2008 was unbending in its devastation of
reputation and unsparing in its treatment of investors. The
slowdown which started with the financial sector has spread to
the real economy leading to a decline in industrial activity and
plunging stock markets. In February 2009, the Organisation for
Economic Co-operation and Development (OECD) Composite
leading indicator, which gives early signs of turning points of
economic activity for the OECD countries edged closer to lows
that were recorded during the oil shock of the early 1970s and
for the US, it was at the lowest level since 1961. Another
indicator of economic activity, the US Purchase Manager
Index (PMI), which is published by the Institute of Supply
Management (ISM) and tracks the manufacturing sector,
also recorded the lowest figure in December 2008 since early
1980s.
Although, some improvement was witnessed in PMI numbers
over the last few months, the numbers are still almost the lowest
in two decades . For the month of May 2009, PMI was 42.8 and
any number below 50 indicates contraction in manufacturing
activity. These indicators clearly indicate the slowdown, which
the industry has not witnessed over the last several decades and
no near term signs of early revival.
A sustained economic recovery will not be possible until the
financial sector's functionality is restored and credit markets are
unclogged. As we are writing, the World Bank has published its
latest prediction on the global economy. According to the Bank,
the global recession this year will be deeper than it predicted in
March, 2009 and warned that a flight of capital from developing
nations will swell the ranks of the poor and the unemployed. The
world economy is expected to contract 2.9%, compared with
the bank’s previous forecast of a 1.7% decline. The global
economy is projected to experience a gradual recovery in 2010,
with growth picking up to 2 %.
Financial Year (FY) 2008-09 was challenging for the IT industry
due to slowdown in the economic activity across industries and
countries especially in the US, which is the largest market for the
Indian IT companies. Clients in developed economies are
aligning their business case for applications and infrastructure
initiatives to cost reduction and risk management as opposed to
fostering revenue growth.
Various analysts confirm that IT
spending has been severely affected due to the severe economic
slowdown and uncertainty. The uncertainty is of such a
magnitude that the leading market research firm Gartner, had to
revise its worldwide software sales estimates for 2009 thrice
since September 2008. In September, 2008, the firm predicted
9.5% increase in software sales in 2009 over 2008, which was
revised lower to 6.6% increase in December and finally to 0.3 %
in March 2009.
Despite the turbulent times, TAKE continues to focus on its
business segments and key strengths, which equip the Company
to take further challenges. We have been continuously engaged
with customers during this period in trying to understand what
could be key value enhancers for them.
Supply Chain business was impacted by the spread of the
slowdown to the manufacturing industry, which is its largest
market . Nevertheless we have aligned ourselves to make the
most of the opportunities available in this segment.
Globally, companies are now looking to optimize the
management of the entire supply chain network across
organizational boundaries, and even evolve new business
models to collaborate with customers, partners, internal
business units and suppliers for delivering value to all
stakeholders in the supply chain network. This translates to
Decline in Software Sales:
TAKE’s FOCUS
SUPPLY CHAIN MANAGEMENT
Focused on opportunities
greater complexity in its management, monitoring and
optimization. Our products have the capability to facilitate new
ways of working with suppliers and channel partners to leverage
information and knowledge across the supply chain in order to
meet their customers’needs at the lowest cost.
Despite the negative scenario, and the resultant change in
clients’ buying pattern - focused more on small projects with
quick return on investment and on a one-window service from
vendors - the fundamentals of the Supply Chain Management
business remain strong and sound. With its extensive experience
and expertise, TAKE is well equipped to handle these changing
customer needs and requirements at each level of execution and
delivery.
Strategic and long-term partnerships continue to be a key growth
driver for the Company. While this may be the most opportune
time for acquisitions as the valuations are down, our focus is to
conserve cash and grow the organic part of our business. We
may look at transactions which add value to our business model
and help us align quickly to the new realities in the market. We
are currently focusing on consolidating and becoming more
efficient in our operations in all geographies. We are focused on
forming partnerships with companies that can give us market
access and more offerings to support the new market realities.
We have forged many partnerships in the recent times –
Entcomm , PSI, Foxfire, SCS and Track IT.
TAKE, with its OneSCM product suite of 16 products, is better
positioned compared with its competitors due to its business
platform strength and domain knowledge. Notwithstanding the
fact that, in the current environment, clients are resorting to
caution in business, our engagement with our customers has
actually strengthened during the year. Going ahead, we plan to
further expand our product suite in order to cater to the growing
and fast-changing needs of clients across the world in this niche
business space.
Across the world, customer preferences are changing and they
are changing fast. The changes are in line with the increasing
globalization and the growing consolidation within and across
geographies. Keeping pace with the changing customer
preferences today is, perhaps, the biggest challenge faced by
companies. With its power of focused growth, TAKE has not only
succeeded in tackling the challenges of the changing times but
has successfully established itself as a global leader in the niche
Life Sciences segment.
Focused on partnerships
LIFE SCIENCES
Focused on opportunities
Focused on enhanced business
That the opportunity matrix is growing fast in line with the
changing times is evident from the fact that the global
biopharmaceutical R&D spend is estimated to be $172 billion
with a 18% CAGR. Of the total global bio-pharmaceutical R&D
spend, outsourced work amounts to $30 billion/year, while the
clinical and regulatory spends could well cross $7 billion/year.
Looking at the growing opportunity matrix and encouraged by
the fact that the Life Sciences segment has not seen any rollback
in information technology investments, especially from the big
pharmaceutical companies, we have continued to expand our
business in this niche area. We have, however, adopted a
cautious approach while entering into any engagement with
small and medium sized companies since majority of these
Companies are Venture Capital funded and cash flows are
becoming critical when it comes to IT investments.
Going ahead, we see immense and long-term growth potential
and opportunities for the company. TAKE is well positioned to
take advantage of growing adoption of IT by the Life Sciences
industry, either voluntarily or as mandated by regulations. For
instance, from January 1, 2010, the EMEAwill mandate the use of
the electronic Common Technical Document (eCTD) format for
all electronic-only submissions for all applications (new and
existing) and all submission types, which will drive significant
demand for our flagship product, PharmaReady.
With deep domain knowledge, thought leadership around new
guidance and standards initiatives – Clinical Data Interchange
Standards Consortium (CDISC) and electronic Common
Technical Document (eCTD) and the appropriate use of
technology, TAKE’s OneClinical Suite provides a seamless
clinical data supply chain that is integrated, meta data driven and
spans the entire gamut from collection to submission. In line with
providing more value to the customers, in FY 08-09 we
introduced advanced version of our products including
PharmaReady 4.1 version.
As in the past, we will continue to strengthen our products and
services offering to bring in sound commercial value to the
organization. Our focus is on the fundamentals of the business,
which will sustain our growth and profitability both in the short
and long term. Our business models have been fine-tuned to face
the newer challenges and we are confident of emerging stronger
and better equipped to meet the various challenges and take
advantage of the market potential in the future.
Management’s Discussion & Analysis Management’s Discussion & Analysis
(Figs in Rs Million)(Figs in Rs Million)
REVENUE ANALYSIS
Revenue by Vertical
Revenue by Vertical
Particulars FY 2009 FY 2008 % Change
Total Revenues 3,433 2,967 16
Revenues from Life Sciences (LS) domain has grown from INR
1,224 Mn last year to INR 1,557 Mn in FY 2009, representing a
27% growth year on year. Over the last 4 years LS has grown at a
CAGR of 100% while SCM has grown at a CAGR of 78% over
the same period. On a year-on-year basis, SCM Revenue has
grown by 2%.
SCM 1,627 1,598 2
Life Sciences 1,557 1,224 27
Others 249 145 72
2120 Annual Report 2008-09 TAKE Solutions Limited
RESULTS OF OPERATIONS (CONSOLIDATED)
TAKE’s current year operational results reflect a reasonable
growth in revenue and stable profits. The Group’s financial
strength and ability to adapt to the current market and economic
conditions are dependent in part on the generation of cash
flows, effective management of working capital, as well as the
growth of the business.
Our Revenues have grown at a CAGR of 91% from FY 2004 to FY
2009, while EBITDA has grown 115% during the same period,
attributable to focused improvement in operational efficiency.
The total revenues for the year FY 2009 is Rs 3,433 Mn
representing an increase of 16% over Rs 2,967 Mn in the year FY
2008.
(Figs in Rs Million)
CUSTOMER CONCENTRATION:
COST ANALYSIS
Cost of Sales
Selling, General and Administrative Expenses
Top 10 customers have yielded 25% of our revenues in FY 2009
compared to 27% in FY 2008 and Top 5 customers yielded 17%
of our revenues in FY 2009 compared to 19% in FY 2008. The
Company is aiming to increase its business share with its top
customers as they too are looking for complete solutions from a
single vendor in these turbulent times.
Cost of Sales primarily comprises of salary and other employee
compensation costs and other direct expenses such as
Infrastructure expenses, direct overheads etc. Our Cost of Sales
has increased by 13% from Rs.1,893 Mn in FY 2008 to Rs.2,145
Mn in FY 2009. As a percentage of Revenue, there is a 2%
improvement in cost efficiency.
(Figs in Rs Million)
Selling and Administration Expenses have increased by nearly
80%. As a percentage of Revenue SGA expenses have increased
from 9% in FY 2008 to 15% in FY 2009. This spurt is due to
several factors including increased marketing efforts on
potential opportunities and legal & professional expenses
incurred in connection with a proposed merger which did not
materialize.
Depreciation and Amortization
Taxation
Net Profit for the year
Dividend
FOREIGN CURRENCY TRANSACTIONS
During the year, we provided for Rs 34 Mn towards Depreciation
and Rs 135 Mn towards Amortization representing 1% and 4% of
the Total Revenue respectively. Depreciation and Amortization
increased by 53% & 77% respectively from the previous year.
This increase is due to Amortization of product development
expenses across a fixed time span which is directly proportionate
to capitalization in earlier years.
Fixed assets are depreciated over a time period prescribed by
local statutes wherever applicable, or over estimated useful life,
on a straight line basis.
TAKE benefits from tax holidays offered by the Government of
India to software products and IT service exporters from specially
designated technology parks and export zones. It has also
availed of similar facilities offered by other Governments in the
Asiapac region.
The total taxation for FY 2009 stands at Rs 55 Mn against Rs 86
Mn for FY 2008 mainly on account of reversal of deferred tax
provision during the year. This has resulted in a drop in effective
taxation by 5% compared to last year.
A flat Net Profit of Rs 529 Mn was registered by the Company in
the year FY 2009. As a percentage of total income the net profit is
15% for FY 2009 and 18% for FY 2008.
The Board of Directors has recommended a final dividend of
20% (Rs 0.20 per share) for equity shares and 5% for preference
shares subject to the approval of the shareholders at the Annual
General meeting scheduled on August 28, 2009.
The Company has a substantial part of its revenue being
generated in USA. The exchange rate between the Rupee and the
U.S. Dollar has changed substantially in recent years and may
continue to fluctuate significantly in the future. The value of our
assets and liabilities are impacted by fluctuations in the
exchange rate between the Indian Rupee and the U.S. Dollar and
other foreign currencies. However as reqards operational
income and expenses, the Company has a significant natural
hedge for risks associated with foreign currency fluctuations
since 82% of its revenues and 84% of its cash expenses are
incurred in foreign currencies.
Revenue by Geography
Revenue by Geography
Particulars FY 2009 FY 2008 % Change
Total Revenues 3,433 2,967 16
USA revenues have increased by 28% compared to the last year
and had a CAGR of 278% over the period FY 04 to FY 09. The
Revenue increase can be attributed to the additional service
contracts that got materialised during the year. Asiapac
registered a CAGR of 47% for the same period but showed a 8%
decline over the last year due to lower revenue in India.
Asia Pac 909 993 -8
United States 2,524 1,974 28
Particulars FY 2009 FY 2008
Amount % of revenue Amount % of revenue
Total Income 3,433 100 2,967 100
Total Expenditure 2,838 83 2,341 79
Profit After Tax (PAT) 529 15 529 18
Revenues 3,354 98 2,939 99
Other Income 79 2 28 1
Cost of Sales 2,145 62 1,893 64
Administration and other Expenses 506 15 281 9
Finance Expenses 18 1 69 2
Depreciation 34 1 22 1
Amortisation of capitalised Software costs 135 4 77 3
Profit Before Tax (PBT) 595 17 626 21
Provision For Tax 55 2 86 3
Minority Interest 11 0 11 0
Cost of Sales as a percentage of revenue
Particulars FY 2009
Amount
TOTAL DIRECT COST 2,145 62 1,893 64
TOTAL COST 2,838 83 2,342 79
FY 2008
% of Amount % ofRevenue Revenue
Employee Costs 1,107 32 767 26
Other Direct Costs 1,038 30 1,126 38
SGA expenses 506 15 281 9
Amortization ofcapitalized software
Depreciation 34 1 22 1
Finance Expenses 18 1 69 2
135 4 77 3
costs
Management’s Discussion & Analysis Management’s Discussion & Analysis
(Figs in Rs Million)(Figs in Rs Million)
REVENUE ANALYSIS
Revenue by Vertical
Revenue by Vertical
Particulars FY 2009 FY 2008 % Change
Total Revenues 3,433 2,967 16
Revenues from Life Sciences (LS) domain has grown from INR
1,224 Mn last year to INR 1,557 Mn in FY 2009, representing a
27% growth year on year. Over the last 4 years LS has grown at a
CAGR of 100% while SCM has grown at a CAGR of 78% over
the same period. On a year-on-year basis, SCM Revenue has
grown by 2%.
SCM 1,627 1,598 2
Life Sciences 1,557 1,224 27
Others 249 145 72
2120 Annual Report 2008-09 TAKE Solutions Limited
RESULTS OF OPERATIONS (CONSOLIDATED)
TAKE’s current year operational results reflect a reasonable
growth in revenue and stable profits. The Group’s financial
strength and ability to adapt to the current market and economic
conditions are dependent in part on the generation of cash
flows, effective management of working capital, as well as the
growth of the business.
Our Revenues have grown at a CAGR of 91% from FY 2004 to FY
2009, while EBITDA has grown 115% during the same period,
attributable to focused improvement in operational efficiency.
The total revenues for the year FY 2009 is Rs 3,433 Mn
representing an increase of 16% over Rs 2,967 Mn in the year FY
2008.
(Figs in Rs Million)
CUSTOMER CONCENTRATION:
COST ANALYSIS
Cost of Sales
Selling, General and Administrative Expenses
Top 10 customers have yielded 25% of our revenues in FY 2009
compared to 27% in FY 2008 and Top 5 customers yielded 17%
of our revenues in FY 2009 compared to 19% in FY 2008. The
Company is aiming to increase its business share with its top
customers as they too are looking for complete solutions from a
single vendor in these turbulent times.
Cost of Sales primarily comprises of salary and other employee
compensation costs and other direct expenses such as
Infrastructure expenses, direct overheads etc. Our Cost of Sales
has increased by 13% from Rs.1,893 Mn in FY 2008 to Rs.2,145
Mn in FY 2009. As a percentage of Revenue, there is a 2%
improvement in cost efficiency.
(Figs in Rs Million)
Selling and Administration Expenses have increased by nearly
80%. As a percentage of Revenue SGA expenses have increased
from 9% in FY 2008 to 15% in FY 2009. This spurt is due to
several factors including increased marketing efforts on
potential opportunities and legal & professional expenses
incurred in connection with a proposed merger which did not
materialize.
Depreciation and Amortization
Taxation
Net Profit for the year
Dividend
FOREIGN CURRENCY TRANSACTIONS
During the year, we provided for Rs 34 Mn towards Depreciation
and Rs 135 Mn towards Amortization representing 1% and 4% of
the Total Revenue respectively. Depreciation and Amortization
increased by 53% & 77% respectively from the previous year.
This increase is due to Amortization of product development
expenses across a fixed time span which is directly proportionate
to capitalization in earlier years.
Fixed assets are depreciated over a time period prescribed by
local statutes wherever applicable, or over estimated useful life,
on a straight line basis.
TAKE benefits from tax holidays offered by the Government of
India to software products and IT service exporters from specially
designated technology parks and export zones. It has also
availed of similar facilities offered by other Governments in the
Asiapac region.
The total taxation for FY 2009 stands at Rs 55 Mn against Rs 86
Mn for FY 2008 mainly on account of reversal of deferred tax
provision during the year. This has resulted in a drop in effective
taxation by 5% compared to last year.
A flat Net Profit of Rs 529 Mn was registered by the Company in
the year FY 2009. As a percentage of total income the net profit is
15% for FY 2009 and 18% for FY 2008.
The Board of Directors has recommended a final dividend of
20% (Rs 0.20 per share) for equity shares and 5% for preference
shares subject to the approval of the shareholders at the Annual
General meeting scheduled on August 28, 2009.
The Company has a substantial part of its revenue being
generated in USA. The exchange rate between the Rupee and the
U.S. Dollar has changed substantially in recent years and may
continue to fluctuate significantly in the future. The value of our
assets and liabilities are impacted by fluctuations in the
exchange rate between the Indian Rupee and the U.S. Dollar and
other foreign currencies. However as reqards operational
income and expenses, the Company has a significant natural
hedge for risks associated with foreign currency fluctuations
since 82% of its revenues and 84% of its cash expenses are
incurred in foreign currencies.
Revenue by Geography
Revenue by Geography
Particulars FY 2009 FY 2008 % Change
Total Revenues 3,433 2,967 16
USA revenues have increased by 28% compared to the last year
and had a CAGR of 278% over the period FY 04 to FY 09. The
Revenue increase can be attributed to the additional service
contracts that got materialised during the year. Asiapac
registered a CAGR of 47% for the same period but showed a 8%
decline over the last year due to lower revenue in India.
Asia Pac 909 993 -8
United States 2,524 1,974 28
Particulars FY 2009 FY 2008
Amount % of revenue Amount % of revenue
Total Income 3,433 100 2,967 100
Total Expenditure 2,838 83 2,341 79
Profit After Tax (PAT) 529 15 529 18
Revenues 3,354 98 2,939 99
Other Income 79 2 28 1
Cost of Sales 2,145 62 1,893 64
Administration and other Expenses 506 15 281 9
Finance Expenses 18 1 69 2
Depreciation 34 1 22 1
Amortisation of capitalised Software costs 135 4 77 3
Profit Before Tax (PBT) 595 17 626 21
Provision For Tax 55 2 86 3
Minority Interest 11 0 11 0
Cost of Sales as a percentage of revenue
Particulars FY 2009
Amount
TOTAL DIRECT COST 2,145 62 1,893 64
TOTAL COST 2,838 83 2,342 79
FY 2008
% of Amount % ofRevenue Revenue
Employee Costs 1,107 32 767 26
Other Direct Costs 1,038 30 1,126 38
SGA expenses 506 15 281 9
Amortization ofcapitalized software
Depreciation 34 1 22 1
Finance Expenses 18 1 69 2
135 4 77 3
costs
Management’s Discussion & Analysis Management’s Discussion & Analysis
2322 Annual Report 2008-09 TAKE Solutions Limited
FINANCIAL POSITION
Share Capital
Consolidated Balance Sheet (Figs in Rs Million)
(Figs in Rs Millions)
The Shareholders in their Annual General Meeting held on
August 22, 2008 approved the subdivision of face value of each
equity share from Rs. 10/- to Re. 1/-. Consequently, the number
of Issued, Subscribed & Paid up Share Capital has changed to
120,000,000 of Re. 1/- each.
During the year, the company has further issued 1,200,000
equity shares of Re 1/- each at a premium of Rs 72/-to TAKE
Solutions ESOS Trust. The Trust will transfer shares to the
employees of the Company under the scheme of ESOS framed
by the Company.
Reserves and Surplus of the Company stood at Rs. 3,564 Mn at
the end of fiscal year 2009 as against Rs. 2,770 Mn at the end of
2008, an increase of 29%. Out of the profits in fiscal 2009, an
amount of Rs.10 Mn has been transferred to General Reserve, as
required by the Companies Act.
During the Year the Company has proposed dividend at 20% for
Equity Shares and 5% for Preference Shares.
On 10.12.2007, the company established the Employees Stock
Option Scheme - 2007. Under the plan, the Company is
authorized to issue up to 6,000,000 equity settled options of
Re 1/- each to employees (including employees of the subsidiary
company). A Remuneration & Compensation Committee has
been constituted by the Board of Directors of the Company to
administer the Scheme.
Reserves and Surplus
Employee Stock Option Scheme:
Loans
Fixed Assets
Product Development Expenses Capitalized
Goodwill on Consolidation
Investments
Current Assets, Loans and Advances
Loans at the end of FY 2009 aggregated to Rs 238 Mn compared
to Rs 299 Mn at the end of FY 2008. This is due to the settlement
of Long term liabilities, being amounts payable pursuant to past
acquisitions.
The Gross Block of fixed assets as at March 31, 2009 has
increased to Rs 387 Mn from Rs 250 Mn as at March 31, 2008.
The Net additions during the year to the Gross block are Rs 75
Mn. The significant additions during the year comprised of Rs 33
Mn for investment in Computer Equipments and Rs 19 Mn
towards acquiring computer software and licenses. The entire
Capital expenditure was funded through internal revenue
generation.
The INR 679 Mn shown in the Balance Sheet represents value of
Product Development efforts undertaken by the Company, net
of amortization. In comparison to the previous year, amount
capitalized during the year has increased by INR 299 Mn while
amortization has increased by Rs.58 Mn. The increase in
product development costs reflected in the Balance Sheet is
significantly impacted by the steep increase in currency
conversion rates adopted as per principles of consolidation.
During the year, the Company has focussed its product
development efforts on aligning its products basket to better suit
the customer’s spend preferences for meeting their business
expectations.
The increase in Goodwill on consolidation as on March 09 is
INR 737 Mn mainly on account of the steep increase in the
currency conversion rates adopted as per the principles of
consolidation, and on account of restructuring exercises
undertaken within the Group in the US and Middle East
geographies.
The amount of Investments stood at Rs 565 Mn as on 31st March
2009 as against Rs 94 Mn as on 31st March 2008 due to the
investments made in Secured, Listed, Redeemable, Non-
Convertible Debentures during the year.
The Current Assets, Loans and Advances have decreased from
Rs.2,351 Mn as at 31st March 2008 to Rs.1,909 Mn as at 31st
March 2009.
Sundry Debtors as at 31st March 2009 and 2008 were Rs 608
Mn and Rs 908 Mn respectively. This is due to the focused efforts
instituted from the previous year to shorten the time gap between
Delivery and Billing and to shrink the cash cycle. The Days Sales
Outstanding (DSO) as at 31st March 2009 is 64 days as
compared to 111 days as at 31st March 2008. The shorter
collection period is also due to the reduced sales that was
witnessed during the fourth quarter of the year.
The Cash & Bank Balance was at Rs 537 Mn as on March 31,
2009 compared to Rs 1061 Mn as on March 31, 2008. This
decrease is due to the investments made by TAKE during the year
as stated above.
TAKE and all its subsidiaries have their own cash management
policies, credit management and debt collection operations.
Each business unit invests cash surpluses generated during the
course of operations in Sweep investments which are typically
time deposits with reputed and reliable banks.
The total amount of Current Liabilities & Provisions has increased
from Rs. 652 Mn as at 31st March 2008 to Rs. 1,015 Mn as at 31st
March 2009. A major portion of this increase (nearly Rs 160 Mn)
can be attributed to the Cash Hedging Reserve created due to the
fluctuations in currency conversion rates.
Our Company being a product Company, protection of
intellectual property rights is a key part of its overall business
strategy. We have taken appropriate steps to ensure that our base
products (on which customer solutions are developed) are
covered for infringement by trademarks and copyrights. In the
Life Sciences division, we also have a patent application pending
in the US.
Another important aspect that has engaged the management’s
attention is the requirement to protect the intellectual property
rights of other vendors whose products are bundled with our
applications. All steps have been taken to ensure that there are no
infringements on this front when a customer deploys our
solution.
Also we have non disclosure agreements entered into with our
employees and partners who are contractually bound not to
d i s c l o s e a n y c o n f i d e n t i a l i n f o r m a t i o n o n o u r
products/customers.
At TAKE, the most important asset is our 750+ TAKEsters. Several
initiatives were implemented during the year to ensure positive
bonding and motivation.
Current Liabilities and Provisions
INTELLECTUAL PROPERTY
HUMAN ASSETS
Particulars Mar 31, 2009 Mar 31, 2008
LIABILITIES
TOTAL LIABILITIES 4,136 3,327
ASSETS
TOTAL ASSETS 4,136 3,327
Share Capital 169 169
Reserves & Surplus 3,564 2,770
Secured /Unsecured Loans & 277 342
Minority Interest 126 46
Net Fixed Assets 130 83
Capitalized Software Product 679 320
Goodwill on Consolidation 1,867 1,130
Investments 565 94
Cash & Cash Equivalents 537 1061
Deferred tax Assets 1 1
Debtors 608 908
Other Current Assets 764 382
Current Liabilities (1,015) (652)
Deferred Liability
Cost
Particulars As at 31st Mar As at 31st Mar2009 2008
TOTAL 169 169
Authorized Share Capital 500 200Issued Subscribedand Paid- Up 122 121
Less: Shares with ESOP Trust 2 1
Adjusted Issued 120 120
Preference Share Capital 49 49
Subscribed and Paid up
ESOS – 2007
Series – I Series – II
1. Grant Price – Rs 73.00 73.00
2. Grant Date 02.04.2008 26.05.2008
3. Vesting commences on 01.04.2009 25.05.2009
4. Vesting Schedule 30% of grant on01.04.2009,
subsequent 30%of grant on
01.04.2010 andbalance 40% of
grant on01.04.2011
5. Option Granted andoutstanding at thebeginning of the year
6. Option granted duringthe year
7. Option lapsed and /orwithdrawn during the period 230,500 20,000
8. Option exercised duringthe year against whichshares were allotted
9. Option granted andoutstanding at the endof the year of which
- Options vested - -
- Options yet to vest 362,500 777,500
30% of grant on25.05.2009,
subsequent 30%of grant on
25.05.2010 andbalance 40% of
grant on25.05.2011
- -
593,000 797,500
- -
Management’s Discussion & Analysis Management’s Discussion & Analysis
2322 Annual Report 2008-09 TAKE Solutions Limited
FINANCIAL POSITION
Share Capital
Consolidated Balance Sheet (Figs in Rs Million)
(Figs in Rs Millions)
The Shareholders in their Annual General Meeting held on
August 22, 2008 approved the subdivision of face value of each
equity share from Rs. 10/- to Re. 1/-. Consequently, the number
of Issued, Subscribed & Paid up Share Capital has changed to
120,000,000 of Re. 1/- each.
During the year, the company has further issued 1,200,000
equity shares of Re 1/- each at a premium of Rs 72/-to TAKE
Solutions ESOS Trust. The Trust will transfer shares to the
employees of the Company under the scheme of ESOS framed
by the Company.
Reserves and Surplus of the Company stood at Rs. 3,564 Mn at
the end of fiscal year 2009 as against Rs. 2,770 Mn at the end of
2008, an increase of 29%. Out of the profits in fiscal 2009, an
amount of Rs.10 Mn has been transferred to General Reserve, as
required by the Companies Act.
During the Year the Company has proposed dividend at 20% for
Equity Shares and 5% for Preference Shares.
On 10.12.2007, the company established the Employees Stock
Option Scheme - 2007. Under the plan, the Company is
authorized to issue up to 6,000,000 equity settled options of
Re 1/- each to employees (including employees of the subsidiary
company). A Remuneration & Compensation Committee has
been constituted by the Board of Directors of the Company to
administer the Scheme.
Reserves and Surplus
Employee Stock Option Scheme:
Loans
Fixed Assets
Product Development Expenses Capitalized
Goodwill on Consolidation
Investments
Current Assets, Loans and Advances
Loans at the end of FY 2009 aggregated to Rs 238 Mn compared
to Rs 299 Mn at the end of FY 2008. This is due to the settlement
of Long term liabilities, being amounts payable pursuant to past
acquisitions.
The Gross Block of fixed assets as at March 31, 2009 has
increased to Rs 387 Mn from Rs 250 Mn as at March 31, 2008.
The Net additions during the year to the Gross block are Rs 75
Mn. The significant additions during the year comprised of Rs 33
Mn for investment in Computer Equipments and Rs 19 Mn
towards acquiring computer software and licenses. The entire
Capital expenditure was funded through internal revenue
generation.
The INR 679 Mn shown in the Balance Sheet represents value of
Product Development efforts undertaken by the Company, net
of amortization. In comparison to the previous year, amount
capitalized during the year has increased by INR 299 Mn while
amortization has increased by Rs.58 Mn. The increase in
product development costs reflected in the Balance Sheet is
significantly impacted by the steep increase in currency
conversion rates adopted as per principles of consolidation.
During the year, the Company has focussed its product
development efforts on aligning its products basket to better suit
the customer’s spend preferences for meeting their business
expectations.
The increase in Goodwill on consolidation as on March 09 is
INR 737 Mn mainly on account of the steep increase in the
currency conversion rates adopted as per the principles of
consolidation, and on account of restructuring exercises
undertaken within the Group in the US and Middle East
geographies.
The amount of Investments stood at Rs 565 Mn as on 31st March
2009 as against Rs 94 Mn as on 31st March 2008 due to the
investments made in Secured, Listed, Redeemable, Non-
Convertible Debentures during the year.
The Current Assets, Loans and Advances have decreased from
Rs.2,351 Mn as at 31st March 2008 to Rs.1,909 Mn as at 31st
March 2009.
Sundry Debtors as at 31st March 2009 and 2008 were Rs 608
Mn and Rs 908 Mn respectively. This is due to the focused efforts
instituted from the previous year to shorten the time gap between
Delivery and Billing and to shrink the cash cycle. The Days Sales
Outstanding (DSO) as at 31st March 2009 is 64 days as
compared to 111 days as at 31st March 2008. The shorter
collection period is also due to the reduced sales that was
witnessed during the fourth quarter of the year.
The Cash & Bank Balance was at Rs 537 Mn as on March 31,
2009 compared to Rs 1061 Mn as on March 31, 2008. This
decrease is due to the investments made by TAKE during the year
as stated above.
TAKE and all its subsidiaries have their own cash management
policies, credit management and debt collection operations.
Each business unit invests cash surpluses generated during the
course of operations in Sweep investments which are typically
time deposits with reputed and reliable banks.
The total amount of Current Liabilities & Provisions has increased
from Rs. 652 Mn as at 31st March 2008 to Rs. 1,015 Mn as at 31st
March 2009. A major portion of this increase (nearly Rs 160 Mn)
can be attributed to the Cash Hedging Reserve created due to the
fluctuations in currency conversion rates.
Our Company being a product Company, protection of
intellectual property rights is a key part of its overall business
strategy. We have taken appropriate steps to ensure that our base
products (on which customer solutions are developed) are
covered for infringement by trademarks and copyrights. In the
Life Sciences division, we also have a patent application pending
in the US.
Another important aspect that has engaged the management’s
attention is the requirement to protect the intellectual property
rights of other vendors whose products are bundled with our
applications. All steps have been taken to ensure that there are no
infringements on this front when a customer deploys our
solution.
Also we have non disclosure agreements entered into with our
employees and partners who are contractually bound not to
d i s c l o s e a n y c o n f i d e n t i a l i n f o r m a t i o n o n o u r
products/customers.
At TAKE, the most important asset is our 750+ TAKEsters. Several
initiatives were implemented during the year to ensure positive
bonding and motivation.
Current Liabilities and Provisions
INTELLECTUAL PROPERTY
HUMAN ASSETS
Particulars Mar 31, 2009 Mar 31, 2008
LIABILITIES
TOTAL LIABILITIES 4,136 3,327
ASSETS
TOTAL ASSETS 4,136 3,327
Share Capital 169 169
Reserves & Surplus 3,564 2,770
Secured /Unsecured Loans & 277 342
Minority Interest 126 46
Net Fixed Assets 130 83
Capitalized Software Product 679 320
Goodwill on Consolidation 1,867 1,130
Investments 565 94
Cash & Cash Equivalents 537 1061
Deferred tax Assets 1 1
Debtors 608 908
Other Current Assets 764 382
Current Liabilities (1,015) (652)
Deferred Liability
Cost
Particulars As at 31st Mar As at 31st Mar2009 2008
TOTAL 169 169
Authorized Share Capital 500 200Issued Subscribedand Paid- Up 122 121
Less: Shares with ESOP Trust 2 1
Adjusted Issued 120 120
Preference Share Capital 49 49
Subscribed and Paid up
ESOS – 2007
Series – I Series – II
1. Grant Price – Rs 73.00 73.00
2. Grant Date 02.04.2008 26.05.2008
3. Vesting commences on 01.04.2009 25.05.2009
4. Vesting Schedule 30% of grant on01.04.2009,
subsequent 30%of grant on
01.04.2010 andbalance 40% of
grant on01.04.2011
5. Option Granted andoutstanding at thebeginning of the year
6. Option granted duringthe year
7. Option lapsed and /orwithdrawn during the period 230,500 20,000
8. Option exercised duringthe year against whichshares were allotted
9. Option granted andoutstanding at the endof the year of which
- Options vested - -
- Options yet to vest 362,500 777,500
30% of grant on25.05.2009,
subsequent 30%of grant on
25.05.2010 andbalance 40% of
grant on25.05.2011
- -
593,000 797,500
- -
Management’s Discussion & Analysis Management’s Discussion & Analysis
1924 Annual Report 2008-09 TAKE Solutions Limited
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monthly HR newsletter has been launched
to remain abreast of the happenings in the industry and
also to create and share a knowledge base.
Top management is actively involved in sharing global
economic concerns and industry level developments
with employees through ,
demystifying their fears and keeping them motivated.
One of the initiatives, “TANGO”, designed to
encourage employee participation through role play,
experience sharing and team building exercise has
been a success with great participation.
As a part of creating a differentiation among peers in the
competitive arena, TAKE has consciously developed a
series of knowledge initiatives involving employees
and external stake holders. A significant highlight for
the year is the setting up of the
in association with LIBA.
The Company and its management have adequate systems of
internal control that are commensurate with the Company’s
size. These systems have been designed to provide reasonable
assurance with regard to maintaining proper accounting
controls, safeguard of assets, monitoring economy and
efficiency of operations, so that they are adequate for the
preparation of financial statements and other financial
information. There are clear demarcation of roles and
responsibilities at various levels of operations.
The Company’s Audit Committee, which is a subcommittee of
the Board, always keeps track of the adherence to internal
control systems, internal audit reports and suggestions. This
Committee reviews all quarterly and yearly results of the
Company and conveys to the Board its recommendations for
consideration of such results. The Company continuously strives
to align all its processes and controls with global set standards
and best practices.
The risks and uncertainties relating to our business include, but
are not limited to, our ability to successfully complete and
integrate potential acquisitions, manage currency risks, our
ability to manage growth, our ability to manage international
operations, unauthorised use of intellectual property,
restrictions on Immigration leading to inability to service orders,
reduced demand for technology in SCM and Life Sciences,
liability for damages arising out of customer contracts,
customers insolvency in the current global economic scenario,
withdrawal of government fiscal incentives impairing earnings,
“HR Tract”
“Group Mentoring Sessions”
“COE in Supply Chain”
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
RISK MANAGEMENT
political instability, legal restrictions on raising capital or
acquiring companies outside India.
The Risk Management Policy of the Company is to review these
risks and concerns by the senior management & develop a
mitigation plan to address these risks.
The Company has nominated a Chief Risk Officer, to identify the
areas of risk & concerns. The Chief Risk Officer places before the
Audit Committee the Risk mitigation plan in operation and also a
feedback on status on an ongoing basis. The Audit Committee
reviews the reports on Risk Management by the Chief Risk
Officer and gives guidance and directions to address all current
risks on a time bound schedule.
Management’s Discussion & Analysis Management’s Discussion & Analysis
25TAKE Solutions Limited
Corporate Governance Report
@ Resigned from the Board with effect from May 22, 2009
** Appointed as a Chairman of the Board w.e.f. May 22, 2009
# Appointed as Additional Directors w.e.f. May 22, 2009
Annexure to the Directors’Report
1. Philosophy on Code of Corporate Governance
Corporate Governance today has emerged as an integral
element in the business environment. TAKE has always been
committed to good corporate governance and adequate
disclosures and it lays emphasis on transparency, accountability
and integrity in all its operations and dealings with its customers,
dealers, employees, shareholders and with every individual
who comes in contact with the Company. We believe that sound
corporate governance is vital to enhance and retain investor
confidence.
For implementing Corporate Governance practices, TAKE has a
well defined policy framework inter alia consisting of the
following:
a. Code of Conduct for Directors and Senior Management
Personnel
b. Code of Conduct for prevention of Insider Trading
c. Whistle Blower Policy
d. Equal Employment Opportunity Policy
e. Risk Management Policy
f. Policy on Prevention of Sexual Harassment at Workplace
The effective implementation of the above highlights the
commitment of the Company to uphold the highest principles of
Corporate Governance to enhance shareholder value.
Your Directors present the Corporate Governance Report for the
year 2008-09 based on the disclosure requirements under
Clause 49 of the Listing Agreement.
a) At present the Board consists of 11 Members comprising of 2
Executive Directors (Managing and Whole Time) and 9 Non-
Executive Directors out of which 6 are Independent. The Non-
executive Directors/Independent Directors, all of whom are
acknowledged as leading professionals in their respective fields,
bring in independent judgment to the discussions and
deliberations of the Board.
b) Composition of Board of Directors
2. Board of Directors
Number of Directorships Number of Board
Sl. No Name of Director Category held in other Indian Committee memberships
companies @@ held in other companies*
1 Mr. T.K. Wong @ Non-Executive Chairman Nil Nil Nil Nil
2 Mr. N. Kumar** Non-Executive Chairman 6 4 2 4
3 Mr. D.A. Prasanna Independent Director 2 Nil Nil Nil
4 Prof. G. Raghuram Independent Director 4 Nil 1 Nil
5 Mr. R. Sundara Rajan Independent Director 8 5 3 4
6 Mr. N. Rangachary# Independent Director 5 4 2 2
7 Mr. S. Krishnamurthy# Independent Director 2 Nil 1 1
8 Mr. Srinivasan. H.R. Non-Executive and Non- 1 3 1 Nil
9 Mr. D. V. Ravi Non-Executive and Non- 5 8 Nil Nil
10 Mr. Ram Yeleswarapu Non-Executive and Non- Nil Nil Nil Nil
11 Mr. S. Sridharan Managing Director Nil Nil Nil Nil
12 Mr. R .Seshadri Executive Director Nil 1 Nil Nil
Public Private Member Chairman
Independent Director
Independent Director
Independent Director
@@ Does not include unlimited Companies, foreign Companies
and Companies under Section 25 of the Companies Act, 1956
*Only memberships in Audit and Investor Grievance Committees
are considered
26 Annual Report 2008-09 27TAKE Solutions Limited
Samsung Ltd, Korea. He brings rich experience in Pharma and
Healthcare. He currently leads an industry taskforce for making
Bangalore a Health Destination under the aegis of the
Confederation of Indian Industry.
Mr. Prasanna is an alumnus of IIM Ahmedabad & GE Global
Business Leadership Program at Crotonville.
Mr.D.A.Prasanna does not hold any equity shares of the
Company.
is the President and Chief Executive
Officer of TAKE Solutions Group. Operating from U.S.
Headquarters in Princeton, New Jersey, Mr. Yeleswarapu has full
responsibility for US operations of your Company. Throughout
his career, Mr. Yeleswarapu has enjoyed success in leading
global IT organizations with considerable experience in the bio-
pharmaceutical arena with life sciences expertise in the areas of
adverse experience reporting on post-marketed drugs as well as
sales and marketing analytics and commercial enterprise
applications for pharmaceutical Companies.
Mr.Yelewarapu's stint in the US includes assignments with
Parke-Davis, and Amgen. In 2000, he formed an IT
consulting firm where his vision to build a world-class data
warehousing and business intelligence practice for the bio-
pharmaceutical and insurance industries began to unfold. His
consulting practice soon expanded to generate ideas on
building product lines and professional services to support the
demand for an expansive regulatory-compliant life sciences
product portfolio.
Mr. Ram Yeleswarapu holds an Engineering degree from the
Indian Institute of Technology, Chennai
Mr.Ram Yeleswarapu does not hold any equity shares of the
Company.
is a member of The Institute of Chartered
Accountants of India, The Institute of Cost and Works
Accountants of India and The Institute of Company Secretaries
of India. He is an Honorary Fellow of the Actuarial Society of
India. A member of the Indian Revenue Services, he served as
Chairman of the Central Board of Direct Taxes and also the first
Chairman of the Insurance Regulatory and Development
Authority. He is also an advisor to various organizations
engaged in trade, commerce and profession. He was also
Advisor to the Government of Andhra Pradesh on Finance, Risk
Management and Insurance. He was honoured with the
“International Insurance Award” for the year 1999-2000 by the
International Insurance Council, USA.
Mr.N.Rangachary does not hold any equity shares of the
Company.
iii. Mr. Ram Yeleswarapu
iv. Mr. N. Rangachary
Merck
v. Mr. S. Krishnamurthy
3. Audit Committee
is a B.SC., MLM, Bachelor of General
Laws with a Diploma in Industrial Relations & Personnel
Management. An Associate of the Indian Institute of Bankers, Mr.
Krishnamurthy is a Professional Banker with extensive
experience of over 4 decades with the Reserve Bank of India and
Commercial Banks. Mr. Krishnamurthy was Secretary, Banking
Services Recruitment Board for Public Sector Banks for around 5
years. He was the Chairman of Tamilnad Mercantile Bank and he
also served as General Manager (Vigilance & Inspection / Audit)
with Indian Overseas Bank. He was Banking Ombudsman,
Chennai for around 2 years.
Mr.S.Krishnamurthy does not hold any equity shares of the
Company.
The Audit Committee was constituted on 31st March, 2004 and
was re-constituted on 06th June, 2006 and again re-constituted
on May 22, 2009.
The Audit Committee has the following powers:
i. To investigate any activity within its terms of reference.
ii. To seek information from any employee.
iii. To obtain outside legal or other professional advice.
iv. To secure attendance of outsiders with relevant expertise,
if it considers necessary.
The Role of Audit Committee includes the following:
i. Oversight of the Company’s financial reporting process
and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and
credible;
ii. Recommending to the Board, the appointment, re-
appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit
fees;
iii. Approval of payment to statutory auditors for any other
services rendered by the statutory auditors;
iv. Reviewing, with the management, the annual financial
statements before submission to the Board for approval,
with particular reference to:
a) Matters that need to be included in the Director’s
Responsibility Statement as per section 217 of the
Companies Act, 1956;
b) Changes, if any, in accounting policies and practices
and reasons for the same;
c) Major accounting entries involving estimates based
Corporate Governance Report
As per the requirements of the listing agreement, none of the
Directors of the Board serves as a member of more than 10
committees or as a Chairman of more than 5 committees.
Six Board Meetings were held during the financial year 2008-09
with a time gap of not more than 4 months between any two
meetings and the required information made available as
stipulated under clause 49 of the listing agreement to the
members of the Board. The Date of such Board Meetings were
25th May 2008, 25th July 2008, 22nd August 2008, 24th
October 2008, 30th January 2009 and 20th March 2009.
*The Chairman being based in Singapore participated in Board
Meetings through Tele Conference.
Mr. R. Sundara Rajan is a Mechanical Engineer from Jadhavpur
University, Calcutta, and an MBA from the Indian Institute of
Management, Ahmedabad. He has 30 years experience in the
a) Attendance record of the Directors
c) Details of Directors seeking appointment / reappointment:
i. Mr. R. Sundara Rajan - Independent Director of the Company
Pharmaceutical Industry, out of which he served15 years as CEO.
He is also a Chartered Engineer and Associate of the Insurance
Institute of India
He has occupied senior management positions in the industry in
the areas of marketing and general management. As a Consultant,
he was instrumental in setting up a few pharmaceutical projects.
His last assignment was as the Executive VP of Matrix Laboratories
Ltd one of the fastest growing and most profitable Companies in the
pharmaceutical industry in India.
He has hands on experience in pharmaceutical marketing,
pharmaceutical projects and setting up foreign collaboration
ventures in India. During a short tenure as Consultant, he was
instrumental in bringing the latest pharmaceutical technology
into the Country and also introducing good manufacturing
practices in the ventures set up by him.
He holds Directorship in the Board of Shriram Capital Ltd,
Manipal Acunova Ltd, Shriram EPC Ltd, Rambal Ltd, Shriram
Fortune Solutions Ltd, Shriram Credit Company Ltd, Shriram
Asset Management Company Ltd, Shriram Wealth Advisors Ltd,
Namo Technology Ventures India Pvt Ltd, Shriram Enterprise
Holdings Pvt Ltd, Asia Cryocell Pvt Ltd, Visionary RCM Infotech
India Pvt Ltd and CMNK Consultancy & Services Pvt Ltd.
Mr.R.Sundara Rajan holds 15,370 Equity Shares in the Company.
Mr. D.A. Prasanna is acknowledged in the healthcare sector as
the pioneer in creating a market for hi-tech medical equipment
and delivering clinical excellence at low patient fees in Asian
Hospitals, through innovative strategies. As the startup CEO of
GE Medical in India, he developed a $330Mn Global Business in
healthcare for GE Medical Systems (GEMS) by leveraging
India's competitiveness taking the Company from No 5 to No 1 in
the Country. He was a founding member of Wipro's team that
initiated the Company's entry into IT and was Vice Chairman of
Wipro Ltd. He has experience in leveraging Asian
competitiveness building successful global business in medical
technology for GE and software for WIPRO. He serves on the
Board of various Pharma Companies and Research Institutes.
He is an Independent Director of Shasun Chemicals and Drugs
Limited, and Vice-Chairman and Managing Director of Manipal
Acunova Limited. He also serves on the Board of Center for
Policy Research, India's leading Think Tank. He has served as
Chairman of GEBEL, GEMS IT Ltd and GE X-Ray (South Asia) and
Director of GE Yokogawa Medical Systems Ltd, Japan and GE
ii. Mr. D.A. Prasanna - Independent Director of the Company.
Name of the Director Category No of Board Meetings
Held Attended
Mr. T.K. Wong
Prof. G. Raghuram
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. N. Kumar
Mr. Srinivasan. H.R.
Mr. D. V. Ravi
Mr. S. Sridharan
Mr. Ram Yeleswarapu
Mr. R. Seshadri
Non-Executive 6 -*
Independent 6 5
Independent 6 6
Independent 6 4
Independent 6 6
Non 6 6
Non 6 6
Managing 6 6
Non 6 2
Executive 6 6
Chairman
Independent &
Non Executive
Independent &
Non Executive
Director
Independent &
Non Executive
Director
Corporate Governance Report
26 Annual Report 2008-09 27TAKE Solutions Limited
Samsung Ltd, Korea. He brings rich experience in Pharma and
Healthcare. He currently leads an industry taskforce for making
Bangalore a Health Destination under the aegis of the
Confederation of Indian Industry.
Mr. Prasanna is an alumnus of IIM Ahmedabad & GE Global
Business Leadership Program at Crotonville.
Mr.D.A.Prasanna does not hold any equity shares of the
Company.
is the President and Chief Executive
Officer of TAKE Solutions Group. Operating from U.S.
Headquarters in Princeton, New Jersey, Mr. Yeleswarapu has full
responsibility for US operations of your Company. Throughout
his career, Mr. Yeleswarapu has enjoyed success in leading
global IT organizations with considerable experience in the bio-
pharmaceutical arena with life sciences expertise in the areas of
adverse experience reporting on post-marketed drugs as well as
sales and marketing analytics and commercial enterprise
applications for pharmaceutical Companies.
Mr.Yelewarapu's stint in the US includes assignments with
Parke-Davis, and Amgen. In 2000, he formed an IT
consulting firm where his vision to build a world-class data
warehousing and business intelligence practice for the bio-
pharmaceutical and insurance industries began to unfold. His
consulting practice soon expanded to generate ideas on
building product lines and professional services to support the
demand for an expansive regulatory-compliant life sciences
product portfolio.
Mr. Ram Yeleswarapu holds an Engineering degree from the
Indian Institute of Technology, Chennai
Mr.Ram Yeleswarapu does not hold any equity shares of the
Company.
is a member of The Institute of Chartered
Accountants of India, The Institute of Cost and Works
Accountants of India and The Institute of Company Secretaries
of India. He is an Honorary Fellow of the Actuarial Society of
India. A member of the Indian Revenue Services, he served as
Chairman of the Central Board of Direct Taxes and also the first
Chairman of the Insurance Regulatory and Development
Authority. He is also an advisor to various organizations
engaged in trade, commerce and profession. He was also
Advisor to the Government of Andhra Pradesh on Finance, Risk
Management and Insurance. He was honoured with the
“International Insurance Award” for the year 1999-2000 by the
International Insurance Council, USA.
Mr.N.Rangachary does not hold any equity shares of the
Company.
iii. Mr. Ram Yeleswarapu
iv. Mr. N. Rangachary
Merck
v. Mr. S. Krishnamurthy
3. Audit Committee
is a B.SC., MLM, Bachelor of General
Laws with a Diploma in Industrial Relations & Personnel
Management. An Associate of the Indian Institute of Bankers, Mr.
Krishnamurthy is a Professional Banker with extensive
experience of over 4 decades with the Reserve Bank of India and
Commercial Banks. Mr. Krishnamurthy was Secretary, Banking
Services Recruitment Board for Public Sector Banks for around 5
years. He was the Chairman of Tamilnad Mercantile Bank and he
also served as General Manager (Vigilance & Inspection / Audit)
with Indian Overseas Bank. He was Banking Ombudsman,
Chennai for around 2 years.
Mr.S.Krishnamurthy does not hold any equity shares of the
Company.
The Audit Committee was constituted on 31st March, 2004 and
was re-constituted on 06th June, 2006 and again re-constituted
on May 22, 2009.
The Audit Committee has the following powers:
i. To investigate any activity within its terms of reference.
ii. To seek information from any employee.
iii. To obtain outside legal or other professional advice.
iv. To secure attendance of outsiders with relevant expertise,
if it considers necessary.
The Role of Audit Committee includes the following:
i. Oversight of the Company’s financial reporting process
and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and
credible;
ii. Recommending to the Board, the appointment, re-
appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit
fees;
iii. Approval of payment to statutory auditors for any other
services rendered by the statutory auditors;
iv. Reviewing, with the management, the annual financial
statements before submission to the Board for approval,
with particular reference to:
a) Matters that need to be included in the Director’s
Responsibility Statement as per section 217 of the
Companies Act, 1956;
b) Changes, if any, in accounting policies and practices
and reasons for the same;
c) Major accounting entries involving estimates based
Corporate Governance Report
As per the requirements of the listing agreement, none of the
Directors of the Board serves as a member of more than 10
committees or as a Chairman of more than 5 committees.
Six Board Meetings were held during the financial year 2008-09
with a time gap of not more than 4 months between any two
meetings and the required information made available as
stipulated under clause 49 of the listing agreement to the
members of the Board. The Date of such Board Meetings were
25th May 2008, 25th July 2008, 22nd August 2008, 24th
October 2008, 30th January 2009 and 20th March 2009.
*The Chairman being based in Singapore participated in Board
Meetings through Tele Conference.
Mr. R. Sundara Rajan is a Mechanical Engineer from Jadhavpur
University, Calcutta, and an MBA from the Indian Institute of
Management, Ahmedabad. He has 30 years experience in the
a) Attendance record of the Directors
c) Details of Directors seeking appointment / reappointment:
i. Mr. R. Sundara Rajan - Independent Director of the Company
Pharmaceutical Industry, out of which he served15 years as CEO.
He is also a Chartered Engineer and Associate of the Insurance
Institute of India
He has occupied senior management positions in the industry in
the areas of marketing and general management. As a Consultant,
he was instrumental in setting up a few pharmaceutical projects.
His last assignment was as the Executive VP of Matrix Laboratories
Ltd one of the fastest growing and most profitable Companies in the
pharmaceutical industry in India.
He has hands on experience in pharmaceutical marketing,
pharmaceutical projects and setting up foreign collaboration
ventures in India. During a short tenure as Consultant, he was
instrumental in bringing the latest pharmaceutical technology
into the Country and also introducing good manufacturing
practices in the ventures set up by him.
He holds Directorship in the Board of Shriram Capital Ltd,
Manipal Acunova Ltd, Shriram EPC Ltd, Rambal Ltd, Shriram
Fortune Solutions Ltd, Shriram Credit Company Ltd, Shriram
Asset Management Company Ltd, Shriram Wealth Advisors Ltd,
Namo Technology Ventures India Pvt Ltd, Shriram Enterprise
Holdings Pvt Ltd, Asia Cryocell Pvt Ltd, Visionary RCM Infotech
India Pvt Ltd and CMNK Consultancy & Services Pvt Ltd.
Mr.R.Sundara Rajan holds 15,370 Equity Shares in the Company.
Mr. D.A. Prasanna is acknowledged in the healthcare sector as
the pioneer in creating a market for hi-tech medical equipment
and delivering clinical excellence at low patient fees in Asian
Hospitals, through innovative strategies. As the startup CEO of
GE Medical in India, he developed a $330Mn Global Business in
healthcare for GE Medical Systems (GEMS) by leveraging
India's competitiveness taking the Company from No 5 to No 1 in
the Country. He was a founding member of Wipro's team that
initiated the Company's entry into IT and was Vice Chairman of
Wipro Ltd. He has experience in leveraging Asian
competitiveness building successful global business in medical
technology for GE and software for WIPRO. He serves on the
Board of various Pharma Companies and Research Institutes.
He is an Independent Director of Shasun Chemicals and Drugs
Limited, and Vice-Chairman and Managing Director of Manipal
Acunova Limited. He also serves on the Board of Center for
Policy Research, India's leading Think Tank. He has served as
Chairman of GEBEL, GEMS IT Ltd and GE X-Ray (South Asia) and
Director of GE Yokogawa Medical Systems Ltd, Japan and GE
ii. Mr. D.A. Prasanna - Independent Director of the Company.
Name of the Director Category No of Board Meetings
Held Attended
Mr. T.K. Wong
Prof. G. Raghuram
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. N. Kumar
Mr. Srinivasan. H.R.
Mr. D. V. Ravi
Mr. S. Sridharan
Mr. Ram Yeleswarapu
Mr. R. Seshadri
Non-Executive 6 -*
Independent 6 5
Independent 6 6
Independent 6 4
Independent 6 6
Non 6 6
Non 6 6
Managing 6 6
Non 6 2
Executive 6 6
Chairman
Independent &
Non Executive
Independent &
Non Executive
Director
Independent &
Non Executive
Director
Corporate Governance Report
28 Annual Report 2008-09 29TAKE Solutions Limited
vi) Corporate Performance
vii) Performance of the Division the individual belongs to
Terms of Reference:-
To review the Company’s remuneration policy on
specific remuneration packages to Executive Directors
including pension rights and any compensation
payment while striking a balance with the interest of
the Company and the shareholders.
To approve the Annual Remuneration Plan of the
Company
Details of remuneration paid to Directors for the year 2008-09
are given below:(Amount in Rs.)
*Remuneration payable to Non-Executive Directors for the year
ended March 31, 2009 not yet paid since approval from Central
Government is pending.
The Shares held by Directors as on March 31, 2009 are given
below:
�
�
The attendance of each member of the Remuneration &
Compensation Committee is as follows:
5. Shareholders’/ Investors’Grievance Committee
6. Details of Annual/Extraordinary General Meetings
The Shareholders’/Investors’ Grievance – Cum – Share Transfer
Committee was formed on June 6, 2006. The Committee is to
redress the complaints of the shareholders in respect of matters
pertaining to transfer of shares, non-receipt of annual report,
dematerialization of shares, non-receipt of declared dividend
etc. The Company Secretary acts as the Secretary to the
Committee.
The attendance of each member of the Committee is as follows:
The following table shows status of complaints received from
shareholders during 2008-09
Location and dates of the General Meetings held in the past three
years
All the resolutions including the Special Resolutions set out in
the respective notices were passed by the shareholders
unanimously.
Name of the Director No of shares held
15,370
150,160
Mr. R. Sundara Rajan
Mr. R. Seshadri
Name of the Director Category No of Committee Meetings
Held Attended
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. D.V. Ravi
Chairman 01 01
Member 01 -
Member 01 01
Name of the Director Category No of CommitteeMeetings
Held Attended
Mr. N. Kumar Chairman 04 04
Mr. R. Sundara Rajan Member 04 04
Mr. S. Sridharan Member 04 04
Sl. No. Nature ofComplaints Balance
Opening Received Responded Pending
01 IPO 01 40 40 01
02 Others Nil 09 09 Nil
Related
Sl. No. AGM /EGM Location Date
01 EGM Corporate Office ,Chennai 21.06.2006
02 AGM Corporate Office ,Chennai 29.09.2006
03 EGM Corporate Office ,Chennai 21.06.2007
04 AGM Corporate Office ,Chennai 27.07.2007
05 EGM Russian Cultural Centre,Chennai 10.12.2007
06 EGM Narada Gana Sabha,Chennai 07.04.2008
07 AGM Narada Gana Sabha,Chennai 22.08.2008
08 Postal Ballot 30.03.2009
Name of the Director Remuneration paid duringthe FY 2008-09
Remuneration/Commission(payable/paid)
Mr. T.K. Wong
Prof. G. Raghuram
Mr. R. Sundara Rajan
Mr. D A Prasanna
Mr. N. Kumar
Mr. Srinivasan. H.R.
Mr. D V Ravi
Mr. S. Sridharan
Mr. Ram Yeleswarapu
Mr. R. Seshadri
Salary Sitting Fees
NA NIL NIL
NA 1,00,000 4,00,000
NA 1,20,000 4,00,000
NA 80,000 4,00,000
NA 1,20,000 4,00,000
NIL NIL 24,00,000*
NIL NIL 24,00,000*
39,93,361 NIL NIL
NIL NIL NIL
29,75,808 NIL NIL
Corporate Governance Report
on the exercise of judgment by management;
d) Significant adjustments made in the financial
statements arising out of audit findings;
e) Compliance with listing and other legal
requirements relating to financial statements;
f) Disclosure of any related party transactions; and
g) Qualifications in the draft audit report.
v. Reviewing with the management, quarterly financial
statements before submission of the same to the Board
for its approval.
vi. Reviewing with the management, performance of
statutory and internal auditors, and adequacy of the
internal control systems.
vii. Reviewing the adequacy of internal audit function, if
any, including the structure of the internal audit
department, staffing and seniority of the official heading
the department, reporting structure, coverage and
frequency of internal audit.
viii.Discussion with internal auditors any significant findings
and follow up there on.
ix. Reviewing the findings of any internal investigations by
the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board.
x. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of
concern.
xi. To look into the reasons for substantial defaults, if any in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.
i. Management Discussion and Analysis of the financial
condition and results of operations;
ii. Statement of significant related party transactions
submitted by the management;
iii. Management letters/letters of internal control
weaknesses; and
iv. The appointment, removal and terms of remuneration of
the Chief Internal Auditor, where applicable.
The Audit committee reviews the following information:
The attendance of each member of the Audit Committee is as
follows:
Mr.S.Krishnamurthy was inducted in the Audit Committee on
May 22, 2009
The Company Secretary is the Secretary of the Audit Committee.
The Remuneration & Compensation Committee determines and
recommends the remuneration payable to the Executive
Directors. The Board of Directors approves the remuneration
payable to the Executive Directors on the basis of their
performance as well as the Company’s performance, subject to
consents as may be required.
The Independent Directors are paid Sitting fees for attending the
meetings of the Board. Currently a fee of Rs.20,000 per meeting
per Director is paid for attending the Board Meeting. The
Independent Directors are paid a commission not exceeding 1%
of the Net Profits of the Company computed under the provisions
of the Companies Act, 1956. The basis of determining the
amount of commission to the Independent Directors is related to
their attendance and contributions at the meetings and extent of
consultations provided by them. The resolutions for the
appointment of Directors and remuneration payable are
approved by the Shareholders of the Company.
Our remuneration policy is driven by the success and
performance of the individual employee and our Company. We
seek to attract, retain, develop and motivate a high performance
workforce through our compensation program. We follow a
compensation mix of fixed pay, benefits, individual performance
pay determined by business performance and the performance
of individuals measured through the annual appraisal process.
The Employee Stock Option Scheme of the Company is
administered by the Remuneration & Compensation Committee
and the entitlement of eligible employees will be determined by
the Committee based on a weighted combination of the
following criteria:
i) Salary grade or level
ii) Criticality of the role
iii) Potential of the individual
iv) Performance of the individual
v) Tenure served by the individual till the date of grant
4. Remuneration & Compensation Committee
Name of the Director Category No of Committee Meetings
Held Attended
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. D.V. Ravi
Chairman 04 04
Member 04 03
Member 04 04
Corporate Governance Report
28 Annual Report 2008-09 29TAKE Solutions Limited
vi) Corporate Performance
vii) Performance of the Division the individual belongs to
Terms of Reference:-
To review the Company’s remuneration policy on
specific remuneration packages to Executive Directors
including pension rights and any compensation
payment while striking a balance with the interest of
the Company and the shareholders.
To approve the Annual Remuneration Plan of the
Company
Details of remuneration paid to Directors for the year 2008-09
are given below:(Amount in Rs.)
*Remuneration payable to Non-Executive Directors for the year
ended March 31, 2009 not yet paid since approval from Central
Government is pending.
The Shares held by Directors as on March 31, 2009 are given
below:
�
�
The attendance of each member of the Remuneration &
Compensation Committee is as follows:
5. Shareholders’/ Investors’Grievance Committee
6. Details of Annual/Extraordinary General Meetings
The Shareholders’/Investors’ Grievance – Cum – Share Transfer
Committee was formed on June 6, 2006. The Committee is to
redress the complaints of the shareholders in respect of matters
pertaining to transfer of shares, non-receipt of annual report,
dematerialization of shares, non-receipt of declared dividend
etc. The Company Secretary acts as the Secretary to the
Committee.
The attendance of each member of the Committee is as follows:
The following table shows status of complaints received from
shareholders during 2008-09
Location and dates of the General Meetings held in the past three
years
All the resolutions including the Special Resolutions set out in
the respective notices were passed by the shareholders
unanimously.
Name of the Director No of shares held
15,370
150,160
Mr. R. Sundara Rajan
Mr. R. Seshadri
Name of the Director Category No of Committee Meetings
Held Attended
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. D.V. Ravi
Chairman 01 01
Member 01 -
Member 01 01
Name of the Director Category No of CommitteeMeetings
Held Attended
Mr. N. Kumar Chairman 04 04
Mr. R. Sundara Rajan Member 04 04
Mr. S. Sridharan Member 04 04
Sl. No. Nature ofComplaints Balance
Opening Received Responded Pending
01 IPO 01 40 40 01
02 Others Nil 09 09 Nil
Related
Sl. No. AGM /EGM Location Date
01 EGM Corporate Office ,Chennai 21.06.2006
02 AGM Corporate Office ,Chennai 29.09.2006
03 EGM Corporate Office ,Chennai 21.06.2007
04 AGM Corporate Office ,Chennai 27.07.2007
05 EGM Russian Cultural Centre,Chennai 10.12.2007
06 EGM Narada Gana Sabha,Chennai 07.04.2008
07 AGM Narada Gana Sabha,Chennai 22.08.2008
08 Postal Ballot 30.03.2009
Name of the Director Remuneration paid duringthe FY 2008-09
Remuneration/Commission(payable/paid)
Mr. T.K. Wong
Prof. G. Raghuram
Mr. R. Sundara Rajan
Mr. D A Prasanna
Mr. N. Kumar
Mr. Srinivasan. H.R.
Mr. D V Ravi
Mr. S. Sridharan
Mr. Ram Yeleswarapu
Mr. R. Seshadri
Salary Sitting Fees
NA NIL NIL
NA 1,00,000 4,00,000
NA 1,20,000 4,00,000
NA 80,000 4,00,000
NA 1,20,000 4,00,000
NIL NIL 24,00,000*
NIL NIL 24,00,000*
39,93,361 NIL NIL
NIL NIL NIL
29,75,808 NIL NIL
Corporate Governance Report
on the exercise of judgment by management;
d) Significant adjustments made in the financial
statements arising out of audit findings;
e) Compliance with listing and other legal
requirements relating to financial statements;
f) Disclosure of any related party transactions; and
g) Qualifications in the draft audit report.
v. Reviewing with the management, quarterly financial
statements before submission of the same to the Board
for its approval.
vi. Reviewing with the management, performance of
statutory and internal auditors, and adequacy of the
internal control systems.
vii. Reviewing the adequacy of internal audit function, if
any, including the structure of the internal audit
department, staffing and seniority of the official heading
the department, reporting structure, coverage and
frequency of internal audit.
viii.Discussion with internal auditors any significant findings
and follow up there on.
ix. Reviewing the findings of any internal investigations by
the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board.
x. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of
concern.
xi. To look into the reasons for substantial defaults, if any in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.
i. Management Discussion and Analysis of the financial
condition and results of operations;
ii. Statement of significant related party transactions
submitted by the management;
iii. Management letters/letters of internal control
weaknesses; and
iv. The appointment, removal and terms of remuneration of
the Chief Internal Auditor, where applicable.
The Audit committee reviews the following information:
The attendance of each member of the Audit Committee is as
follows:
Mr.S.Krishnamurthy was inducted in the Audit Committee on
May 22, 2009
The Company Secretary is the Secretary of the Audit Committee.
The Remuneration & Compensation Committee determines and
recommends the remuneration payable to the Executive
Directors. The Board of Directors approves the remuneration
payable to the Executive Directors on the basis of their
performance as well as the Company’s performance, subject to
consents as may be required.
The Independent Directors are paid Sitting fees for attending the
meetings of the Board. Currently a fee of Rs.20,000 per meeting
per Director is paid for attending the Board Meeting. The
Independent Directors are paid a commission not exceeding 1%
of the Net Profits of the Company computed under the provisions
of the Companies Act, 1956. The basis of determining the
amount of commission to the Independent Directors is related to
their attendance and contributions at the meetings and extent of
consultations provided by them. The resolutions for the
appointment of Directors and remuneration payable are
approved by the Shareholders of the Company.
Our remuneration policy is driven by the success and
performance of the individual employee and our Company. We
seek to attract, retain, develop and motivate a high performance
workforce through our compensation program. We follow a
compensation mix of fixed pay, benefits, individual performance
pay determined by business performance and the performance
of individuals measured through the annual appraisal process.
The Employee Stock Option Scheme of the Company is
administered by the Remuneration & Compensation Committee
and the entitlement of eligible employees will be determined by
the Committee based on a weighted combination of the
following criteria:
i) Salary grade or level
ii) Criticality of the role
iii) Potential of the individual
iv) Performance of the individual
v) Tenure served by the individual till the date of grant
4. Remuneration & Compensation Committee
Name of the Director Category No of Committee Meetings
Held Attended
Mr. R. Sundara Rajan
Mr. D.A. Prasanna
Mr. D.V. Ravi
Chairman 04 04
Member 04 03
Member 04 04
Corporate Governance Report
30 Annual Report 2008-09 31TAKE Solutions Limited
10. Stock Market Data
11. Comparison of broad based indices with share price of
TAKE
a) Monthly high and low quotations of shares traded at NSE and
BSE for 2008-2009 are:
Note: The face value of the equity shares was sub-divided from
Rs.10 to Rs.1 per share w.e.f. Sep 25, 2008. Accordingly the
share price of the Company has been adjusted.
Source: www.bseindia.com & www.nseindia.com
Comparison – BSE Index vs Share price of TAKE
Source: www.bseindia.com
Comparison – NSE Index vs Share price of TAKE
Source: www.nseindia.com
M/s. Link Intime India Pvt Limited
[Formerly known as Intime Spectrum Registry Limited]
C-13, Pannalal Silk Mills Compound, LBS Marg,
Bhandup West, Mumbai – 400 078
Tel.: 022-25963838
12. Registrar & Share Transfer Agents
13. Distribution of Shareholding as at March 31, 2009
Month BSE NSE
High Low High Low
Apr’ 08 85.00 74.00 85.00 73.10
May’ 08 80.00 65.50 79.00 65.00
Jun’08 73.00 54.80 73.90 59.10
Jul’08 67.00 50.00 61.40 50.00
Aug’08 64.20 49.50 63.90 48.50
Sep’ 08 72.50 40.10 66.80 39.05
Oct’ 08 49.50 17.90 49.50 17.75
Nov’ 08 32.30 16.50 32.50 16.80
Dec’ 08 26.45 16.55 25.75 16.45
Jan’ 09 25.35 18.00 25.15 17.80
Feb’09 21.30 16.40 22.30 16.25
Mar’09 21.90 14.00 20.95 14.40
No. of equity No. of % of
Total 12945 100.00 122400000 100.00
No. of % ofshares share share shares shareheld holders holders held holding
1-5000 12751 98.50 2962789 2.42
5001-10000 73 0.56 551971 0.45
10001-20000 32 0.25 488695 0.40
20001-30000 18 0.14 435557 0.36
30001-40000 5 0.04 193040 0.16
40001-50000 2 0.02 95000 0.08
50001-100000 21 0.16 1511942 1.23
100001& above 43 0.33 116161006 94.90
Corporate Governance Report
During the year, the Company sought the approval of the
Shareholders by way of Postal Ballot for passing the following
Resolutions:
1. Amendment and alteration of the Objects Clause of the
Memorandum of Association of the Company (Under
Section 16 and 17 of the Companies Act, 1956)
2. Alteration of the Articles of Association of the Company
(under Section 31of the Companies Act, 1956)
3. Issue of securities under TAKE Solutions Employee Stock
Option Scheme (ESOS)-2007 to employees of the
Company (Under Section 81(1A)of the Companies Act,
1956)
4. Issue of securities under TAKE Solutions Employee Stock
Option Scheme (ESOS)-2007 to employees of Holding
Company and Subsidiary Companies (Under Section
81(1A)of the Companies Act, 1956)
The above said resolutions were approved by the shareholders
and the result of the Postal Ballot was declared on March 30,
2009, which is available in the website of the Company.
There is no material transaction with any related party, which
requires a separate disclosure. Schedule 12 of the Annual
Accounts as at March 31, 2009 contains the list of related party
relationships and transactions as required by Accounting
Standard 18 on Related Party Disclosures issued by the Institute
of Chartered Accountants of India.
7. Disclosures
a) Disclosure on materially significant related party
transactions:
b) Disclosure of non-compliance:
c) Whistle Blower Policy:
8. Means of communication
9. General shareholder information
Details of non-compliance by the Company, penalties and
strictures imposed on the Company by Stock Exchange or SEBI or
any other statutory authority, on any matter related to capital
markets, during the last three years:
Nil.
The Company has framed a whistle blower policy wherein the
employees are free to report any improper activity resulting in
violations of laws, rules, regulations or code of conduct by any of
the Employees to the Managing Director or to the Chairman of
the Audit Committee as the case may be. The policy provides a
framework for adequate safeguard against victimization of
employees.
We confirm that no employee of the Company has been denied
access to the Audit Committee in respect of any incident.
Financial results are published by the Company in
Financial Express and Makkal Kural
Results are displayed in the Company’s Website
www.takesolutions.com
Official news releases are also updated in the website
All material information about the Company is
promptly sent through facsimile to the Stock Exchanges
where the Company’s shares are listed
�
�
�
�
1. Date, time and venue of AGM Aug 28, 2009 at 10.00 am at Narada Gana Sabha Mini Hall, 314,
T.T.K. Road, Chennai – 600 018
2. Financial Year April 01 to March 31, 2009
3. Date of Book Closure Aug 21, 2009 to Aug 28, 2009 (both days inclusive)
4. Dividend Payment Date for FY 2008-09 Within the statutory time limit of 30 days, subject to Shareholders' approval.
5. Listing on Stock Exchanges Bombay Stock Exchange Limited
New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai - 400 001, Maharashtra, India
Tel: 91-22-22721233, 22721234, Fax: 91-22-22723677, 22722082 / 3132
National Stock Exchange of India Limited
Regd.Office: “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East),
Mumbai - 400 051, Maharashtra, India
Tel: 91-22-26598100, 56418100, Fax: 91-22-26598237 / 38, 26598120
Listing fees for the year 2009-10 have been paid to both the Stock Exchanges
6. Stock Code BSE Code : 532890 NSE Code : TAKE ISIN : INE142I01023
Corporate Governance Report
30 Annual Report 2008-09 31TAKE Solutions Limited
10. Stock Market Data
11. Comparison of broad based indices with share price of
TAKE
a) Monthly high and low quotations of shares traded at NSE and
BSE for 2008-2009 are:
Note: The face value of the equity shares was sub-divided from
Rs.10 to Rs.1 per share w.e.f. Sep 25, 2008. Accordingly the
share price of the Company has been adjusted.
Source: www.bseindia.com & www.nseindia.com
Comparison – BSE Index vs Share price of TAKE
Source: www.bseindia.com
Comparison – NSE Index vs Share price of TAKE
Source: www.nseindia.com
M/s. Link Intime India Pvt Limited
[Formerly known as Intime Spectrum Registry Limited]
C-13, Pannalal Silk Mills Compound, LBS Marg,
Bhandup West, Mumbai – 400 078
Tel.: 022-25963838
12. Registrar & Share Transfer Agents
13. Distribution of Shareholding as at March 31, 2009
Month BSE NSE
High Low High Low
Apr’ 08 85.00 74.00 85.00 73.10
May’ 08 80.00 65.50 79.00 65.00
Jun’08 73.00 54.80 73.90 59.10
Jul’08 67.00 50.00 61.40 50.00
Aug’08 64.20 49.50 63.90 48.50
Sep’ 08 72.50 40.10 66.80 39.05
Oct’ 08 49.50 17.90 49.50 17.75
Nov’ 08 32.30 16.50 32.50 16.80
Dec’ 08 26.45 16.55 25.75 16.45
Jan’ 09 25.35 18.00 25.15 17.80
Feb’09 21.30 16.40 22.30 16.25
Mar’09 21.90 14.00 20.95 14.40
No. of equity No. of % of
Total 12945 100.00 122400000 100.00
No. of % ofshares share share shares shareheld holders holders held holding
1-5000 12751 98.50 2962789 2.42
5001-10000 73 0.56 551971 0.45
10001-20000 32 0.25 488695 0.40
20001-30000 18 0.14 435557 0.36
30001-40000 5 0.04 193040 0.16
40001-50000 2 0.02 95000 0.08
50001-100000 21 0.16 1511942 1.23
100001& above 43 0.33 116161006 94.90
Corporate Governance Report
During the year, the Company sought the approval of the
Shareholders by way of Postal Ballot for passing the following
Resolutions:
1. Amendment and alteration of the Objects Clause of the
Memorandum of Association of the Company (Under
Section 16 and 17 of the Companies Act, 1956)
2. Alteration of the Articles of Association of the Company
(under Section 31of the Companies Act, 1956)
3. Issue of securities under TAKE Solutions Employee Stock
Option Scheme (ESOS)-2007 to employees of the
Company (Under Section 81(1A)of the Companies Act,
1956)
4. Issue of securities under TAKE Solutions Employee Stock
Option Scheme (ESOS)-2007 to employees of Holding
Company and Subsidiary Companies (Under Section
81(1A)of the Companies Act, 1956)
The above said resolutions were approved by the shareholders
and the result of the Postal Ballot was declared on March 30,
2009, which is available in the website of the Company.
There is no material transaction with any related party, which
requires a separate disclosure. Schedule 12 of the Annual
Accounts as at March 31, 2009 contains the list of related party
relationships and transactions as required by Accounting
Standard 18 on Related Party Disclosures issued by the Institute
of Chartered Accountants of India.
7. Disclosures
a) Disclosure on materially significant related party
transactions:
b) Disclosure of non-compliance:
c) Whistle Blower Policy:
8. Means of communication
9. General shareholder information
Details of non-compliance by the Company, penalties and
strictures imposed on the Company by Stock Exchange or SEBI or
any other statutory authority, on any matter related to capital
markets, during the last three years:
Nil.
The Company has framed a whistle blower policy wherein the
employees are free to report any improper activity resulting in
violations of laws, rules, regulations or code of conduct by any of
the Employees to the Managing Director or to the Chairman of
the Audit Committee as the case may be. The policy provides a
framework for adequate safeguard against victimization of
employees.
We confirm that no employee of the Company has been denied
access to the Audit Committee in respect of any incident.
Financial results are published by the Company in
Financial Express and Makkal Kural
Results are displayed in the Company’s Website
www.takesolutions.com
Official news releases are also updated in the website
All material information about the Company is
promptly sent through facsimile to the Stock Exchanges
where the Company’s shares are listed
�
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1. Date, time and venue of AGM Aug 28, 2009 at 10.00 am at Narada Gana Sabha Mini Hall, 314,
T.T.K. Road, Chennai – 600 018
2. Financial Year April 01 to March 31, 2009
3. Date of Book Closure Aug 21, 2009 to Aug 28, 2009 (both days inclusive)
4. Dividend Payment Date for FY 2008-09 Within the statutory time limit of 30 days, subject to Shareholders' approval.
5. Listing on Stock Exchanges Bombay Stock Exchange Limited
New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai - 400 001, Maharashtra, India
Tel: 91-22-22721233, 22721234, Fax: 91-22-22723677, 22722082 / 3132
National Stock Exchange of India Limited
Regd.Office: “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East),
Mumbai - 400 051, Maharashtra, India
Tel: 91-22-26598100, 56418100, Fax: 91-22-26598237 / 38, 26598120
Listing fees for the year 2009-10 have been paid to both the Stock Exchanges
6. Stock Code BSE Code : 532890 NSE Code : TAKE ISIN : INE142I01023
Corporate Governance Report
33TAKE Solutions Limited
Corporate Governance Report
32 Annual Report 2008-09
Certificate on Corporate Governance
Code of Conduct Certification
Place: Chennai S. Sridharan
Date : May 22, 2009 Managing Director
Auditor’s Certificate on Corporate Governance
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Place: Chennai Partner
Date: May 22, 2009 Membership No.25504
The Board of TAKE Solutions Limited has laid down a Code of Conduct for all Board Members and Senior Management. The Code of
Conduct has been posted in the Company’s website (www.takesolutions.com). All the Board Members and the Senior Management
have affirmed compliance with the Code.
To the Members of TAKE Solutions Limited
We have examined the compliance of corporate governance by TAKE Solutions Limited (the “Company”), for the year ended on March
31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate
governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance to the further viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
14. Shareholding Pattern as at March 31, 2009
15. Electronic Clearing Service / Mandates
16. Dematerialization of shares
To prevent fraudulent encashment of dividend warrants,
members are requested to provide their bank account details (if
not provided earlier) to the Company/Share Transfer Agent (if
shares are held in physical form) or to the depository Participants
(DPs)( if shares are held in electronic form)as the case may be for
printing of same on their dividend warrants.
Equity Shares of the Company are traded on the Stock Exchanges
only in electronic form. As on March 31, 2009, 20.99% of the
shares are held in dematerialized form. In order to enable us to
serve better, we request the shareholders whose shares are in
physical mode to dematerialize their shares. Dematerializing
results in marketability.
17. Dividend Policy
18. Unclaimed Dividends
19. Address for Correspondence:
20. CEO / CFO Certification
21. Auditors’Certificate
The declaration and payment of dividends will be recommended
by the Board of Directors after considering a number of factors,
including but not limited to the profit earned by TAKE, capital
requirements and overall financial condition. The dividend
proposed by the Board of Directors will be paid subject to the
approval of shareholders.
Under the provisions of the Companies Act, 1956 dividends that
remain unclaimed for a period of seven years from the date of
declaration are required to be transferred to the Investor
Education and Protection Fund (IEPF) administered by the
Central Government. During the financial year 2007-08, the
Company declared its maiden dividend. The unclaimed
dividend as on March 31, 2009 is Rs.4,08,420/-
Mr. P. Srinivasan, Company Secretary & Compliance Officer/
Ms. Lakshmi C M, Asst. Company Secretary
TAKE Solutions Limited
80/81 MBC Towers, 6th Floor
TTK Road, Alwarpet
Chennai – 600 018
Phone No 044- 66963229; 66964245
Fax No. 044- 42169348
Email ID – [email protected] ;
As required under Clause 49 of the Listing Agreement a
Certificate duly signed by Mr. S Sridharan, Managing Director
(CEO) and Mr. D. V. Ravi, Non-Executive Director was placed at
the meeting of the Board of Directors held on May 22, 2009.
The Certificate on compliance of conditions of Corporate
Governance from the Auditors is enclosed along with this
Report.
Category No. of shares Percentage ofshareholding
Sub-total (1 + 2) 71392096 58.33
Sub-total (3) 19365945 15.82
Sub-total (4) 31641959 25.85
TOTAL 122400000 100.00
held
A. Promoter Holding
1. Indian - Bodies Corporate 535846 0.44
2. Foreign - Bodies Corporate 70856250 57.89
B. Non-Promoter Holding
3. Institutional Investors
a. Mutual Funds 5871758 4.80
b. Financial Institutions / Banks -
c. Insurance Companies -
d. Foreign Institutional Investors 11094097 9.06
e. Trust 2400090 1.96
4. Others
a. Bodies Corporate 13426865 10.97
b. Individuals 11878326 9.70
c. Foreign Company 5300000 4.33
d. Non Resident Indians 452055 0.37
e. Others 584713 0.48
33TAKE Solutions Limited
Corporate Governance Report
32 Annual Report 2008-09
Certificate on Corporate Governance
Code of Conduct Certification
Place: Chennai S. Sridharan
Date : May 22, 2009 Managing Director
Auditor’s Certificate on Corporate Governance
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Place: Chennai Partner
Date: May 22, 2009 Membership No.25504
The Board of TAKE Solutions Limited has laid down a Code of Conduct for all Board Members and Senior Management. The Code of
Conduct has been posted in the Company’s website (www.takesolutions.com). All the Board Members and the Senior Management
have affirmed compliance with the Code.
To the Members of TAKE Solutions Limited
We have examined the compliance of corporate governance by TAKE Solutions Limited (the “Company”), for the year ended on March
31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate
governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance to the further viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
14. Shareholding Pattern as at March 31, 2009
15. Electronic Clearing Service / Mandates
16. Dematerialization of shares
To prevent fraudulent encashment of dividend warrants,
members are requested to provide their bank account details (if
not provided earlier) to the Company/Share Transfer Agent (if
shares are held in physical form) or to the depository Participants
(DPs)( if shares are held in electronic form)as the case may be for
printing of same on their dividend warrants.
Equity Shares of the Company are traded on the Stock Exchanges
only in electronic form. As on March 31, 2009, 20.99% of the
shares are held in dematerialized form. In order to enable us to
serve better, we request the shareholders whose shares are in
physical mode to dematerialize their shares. Dematerializing
results in marketability.
17. Dividend Policy
18. Unclaimed Dividends
19. Address for Correspondence:
20. CEO / CFO Certification
21. Auditors’Certificate
The declaration and payment of dividends will be recommended
by the Board of Directors after considering a number of factors,
including but not limited to the profit earned by TAKE, capital
requirements and overall financial condition. The dividend
proposed by the Board of Directors will be paid subject to the
approval of shareholders.
Under the provisions of the Companies Act, 1956 dividends that
remain unclaimed for a period of seven years from the date of
declaration are required to be transferred to the Investor
Education and Protection Fund (IEPF) administered by the
Central Government. During the financial year 2007-08, the
Company declared its maiden dividend. The unclaimed
dividend as on March 31, 2009 is Rs.4,08,420/-
Mr. P. Srinivasan, Company Secretary & Compliance Officer/
Ms. Lakshmi C M, Asst. Company Secretary
TAKE Solutions Limited
80/81 MBC Towers, 6th Floor
TTK Road, Alwarpet
Chennai – 600 018
Phone No 044- 66963229; 66964245
Fax No. 044- 42169348
Email ID – [email protected] ;
As required under Clause 49 of the Listing Agreement a
Certificate duly signed by Mr. S Sridharan, Managing Director
(CEO) and Mr. D. V. Ravi, Non-Executive Director was placed at
the meeting of the Board of Directors held on May 22, 2009.
The Certificate on compliance of conditions of Corporate
Governance from the Auditors is enclosed along with this
Report.
Category No. of shares Percentage ofshareholding
Sub-total (1 + 2) 71392096 58.33
Sub-total (3) 19365945 15.82
Sub-total (4) 31641959 25.85
TOTAL 122400000 100.00
held
A. Promoter Holding
1. Indian - Bodies Corporate 535846 0.44
2. Foreign - Bodies Corporate 70856250 57.89
B. Non-Promoter Holding
3. Institutional Investors
a. Mutual Funds 5871758 4.80
b. Financial Institutions / Banks -
c. Insurance Companies -
d. Foreign Institutional Investors 11094097 9.06
e. Trust 2400090 1.96
4. Others
a. Bodies Corporate 13426865 10.97
b. Individuals 11878326 9.70
c. Foreign Company 5300000 4.33
d. Non Resident Indians 452055 0.37
e. Others 584713 0.48
1934 Annual Report 2008-09 TAKE Solutions Limited
Auditors’ Report
Auditors’ Report on Consolidated Financial Statements to the
Board of Directors of TAKE Solutions Limited
1. We have audited the attached consolidated Balance Sheet of
(‘the company’), and its subsidiaries
(collectively referred as the ) as at
the consolidated Profit and Loss Account and the consolidated
Cash Flow Statement for the year ended on that date, annexed
thereto. These consolidated financial statements are the
responsibility of the company’s management and have been
prepared by the management on the basis of separate financial
statements and other financial information regarding
components. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
2. We conducted our audit in accordance with the Auditing
Standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.
3. We did not audit the financial statements of all the
subsidiaries, whose financial statements reflect total assets of
Rs. 53003 Lacs as at March 31, 2009, total revenue of Rs. 29737
Lacs and net income after tax of Rs. 4065 Lacs for the year ended
on that date. These financial statements and other information
have been audited by other auditors, whose reports have been
furnished to us and our opinion is based solely on the reports of
other auditors.
4. We report that the Consolidated Financial Statements have
been prepared by the company’s management in accordance
with the requirements of Accounting Standard (AS) 21,
Consolidated Financial Statements, issued by the Institute of
Chartered Accountants of India.
5. Subject to the matter referred to in paragraph 3 above, based
on our audit and on consideration of the reports of the other
auditors on separate financial statements and on other financial
information of the components and to the best of our
information and according to the explanations given to us, we
are of the opinion that the attached Consolidated Financial
Statements give a true and fair view in conformity with the
accounting principles generally accepted in India:
TAKE Solutions Limited
‘TAKE Group’ March 31, 2009,
(i) in the case of the Consolidated Balance Sheet, of the
State of affairs of the TAKE Group as at 31st March, 2009;
(ii) in the case of the Consolidated Profit and Loss Account,
of the Profit of the TAKE Group for the year ended on that
date; and
(iii) in the case of the Consolidated Cash Flow Statement, of
the cash flows of the TAKE Group for the year ended on
that date.
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Partner
Membership No. 25504
Place: Chennai
Date: May 22, 2009
35Annual Report 2008-09 TAKE Solutions Limited
Amount in Rs. '000
Share Capital 1 169,109 169,109
Reserves and Surplus 2 3,563,663 2,769,770
Minority Interest 125,565 45,650
Secured Loans 3 151,206 38,038
Unsecured Loans 87,060 261,672
Deferred Tax Liability 38,801 42,568
4
Gross Block 386,635 250,356
Less: Depreciation 256,906 167,514
Net Block 129,729 82,842
Goodwill (On Consolidation) 1,867,246 1,129,826
Investments 5 564,988 94,125
Capitalised Software Product Costs 6 679,085 320,216
Deferred Tax Asset 550 550
Current Assets, Loans and Advances 7 1,909,209 2,351,107
Current Liabilities and Provisions 8 1,015,403 651,859
Net Current Assets 893,806 1,699,248
PARTICULARS SCHEDULE 31.03.2009 31.03.2008
Shareholders Funds
Loan Funds
Total 4,135,404 3,326,807
Fixed Assets
Total 4,135,404 3,326,807
Significant Accounting Policies & Notes to Accounts 12
The Schedules referred to above form an integral part of financial statements
Sources of Funds
Application of Funds
“As per our report of even date"
Consolidated Balance Sheet
Consolidated Balance Sheet as at
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
3736 Annual Report 2008-09 TAKE Solutions Limited
Consolidated Cash Flow Statement
Amount in Rs. '000
594,995 625,239
Depreciation 33,983 22,223
Interest Expenses 17,798 69,285
Interest Income (17,552) -
Dividend Income (2,772) -
(Profit)/Loss on Sale of Fixed Assets 276 (107)
Provision for Gratuity, Compensated absences & Other benefits 7,468 3,763
Foreign Exchange Adjustments- Loss/ (Gain) - Net (27,329) 4,621
Preliminary expenses written off 5 -
Product Development Expenses written off 135,497 76,607
Bad Debts Written off & Provision for Bad Debts 46,079 21,992
Advances & Miscellaneous Write Offs 144 239
(Increase)/Decrease in Current Assets other than cash & cash equivalents (86,705) (508,930)
Increase/ (Decrease) in Current Liabilities 111,128 256,226
Cash flow from/ (used in) Operations 813,017 571,159
Interest-Working Capital Loans (17,798) (5,787)
Direct Taxes paid (128,602) (59,238)
Purchase of Fixed Assets - Net (75,352) (54,310)
Product Development Expenses (494,366) (195,312)
Interest Income 17,552 -
Dividend Income 2,772 -
Investment Others (470,863) (86,400)
Goodwill on Investment in Equity Shares in Subsidiary Companies (82,775) (906,517)
Proceeds from Issue of Share Capital - 1,864,250
Proceeds from Long term Borrowings 140,125 16,864
Share Issue Expenses - (127,294)
Repayment of Long term Borrowings (201,568) (1,102,110)
Dividends Paid (26,455) -
Interest- Long Term Loans - (63,498)
Net Increase/(Decrease) in Cash & Cash equivalents (524,314) (148,193)
Add: Cash and Cash equivalent as at the beginning of the period 1,060,878 1,209,071
Cash & Cash equivalent as at the end of the period 536,564 1,060,878
PARTICULARS 31.03.2009 31.03.2008
NET PROFIT/ (LOSS) BEFORE TAX
Adjustments for
Operating Profit before working Capital Changes 788,594 823,862
NET CASH FLOW FROM OPERATING ACTIVITIES 666,616 506,134
NET CASH USED IN INVESTING ACTIVITIES (1,103,032) (1,242,539)
NET CASH FLOW FROM FINANCING ACTIVITIES (87,898) 588,212
The above Cash Flow Statement forms an integral part of financial statements
A) CASH FLOW FROM OPERATING ACTIVITIES
B) CASH FLOW FROM INVESTING ACTIVITIES
C) CASH FLOW FROM FINANCING ACTIVITIES
“As per our report of even date"
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Consolidated Cash Flow Statement for the Year Ended
Consolidated Profit and Loss Account
Amount in Rs. '000 (except per share data)
Revenues 3,354,347 2,939,071
Other Income 9 78,655 28,193
Cost of Sales 10 2,145,045 1,892,987
Other Expenses 11 505,684 280,923
Profit Before Interest,Amortisation, Depreciation & Tax
Interest 17,798 69,285
Profit Before Amortisation, Depreciation & Tax
Product Development Expenses Written off 135,497 76,607
Profit Before Depreciation & Tax
Depreciation 33,983 22,223
Profit Before Tax
Provision for Taxation
- Current Tax 56,479 79,481
- Deferred Tax (3,791) 4,550
- Fringe Benefit Tax 2,321 1,850
Profit for the year before Minority interest
Minority interest 11,495 10,833
Net profit for the year
Balance brought forward from Previous year-Profit/(Loss)
Proposed Equity Dividend 24,000 24,000
Proposed Preference Dividend 252 2,455
Dividend Distribution Tax 4,203 4,537
Appropriation to General Reserve 9,555 15,486
Short provision for Tax 213 -
Adjustment for change in method for Depreciation (3,818) (499)
Income Tax Provision Reversal, of Earlier year (606)
Basic (in Rs.) 4.44 4.74
Diluted (in Rs.) 4.44 4.74
12
PARTICULARS SCHEDULE 31.03.2009 31.03.2008
Income
3,433,002 2,967,264
Expenses
2,650,729 2,173,910
782,273 793,354
764,475 724,069
628,978 647,462
594,995 625,239
539,986 539,358
528,491 528,525
896,515 413,969
Amount available for Appropriations 1,425,006 942,494
Balance Carried to Balance Sheet 1,391,207 896,515
Earnings per Share
Equity Shares of par value Re.1/- each
Significant Accounting Policies & Notes to Accounts
The Schedules referred to above form an integral part of financial statements
“As per our report of even date"
Consolidated Profit and Loss Account for the year ended
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
3736 Annual Report 2008-09 TAKE Solutions Limited
Consolidated Cash Flow Statement
Amount in Rs. '000
594,995 625,239
Depreciation 33,983 22,223
Interest Expenses 17,798 69,285
Interest Income (17,552) -
Dividend Income (2,772) -
(Profit)/Loss on Sale of Fixed Assets 276 (107)
Provision for Gratuity, Compensated absences & Other benefits 7,468 3,763
Foreign Exchange Adjustments- Loss/ (Gain) - Net (27,329) 4,621
Preliminary expenses written off 5 -
Product Development Expenses written off 135,497 76,607
Bad Debts Written off & Provision for Bad Debts 46,079 21,992
Advances & Miscellaneous Write Offs 144 239
(Increase)/Decrease in Current Assets other than cash & cash equivalents (86,705) (508,930)
Increase/ (Decrease) in Current Liabilities 111,128 256,226
Cash flow from/ (used in) Operations 813,017 571,159
Interest-Working Capital Loans (17,798) (5,787)
Direct Taxes paid (128,602) (59,238)
Purchase of Fixed Assets - Net (75,352) (54,310)
Product Development Expenses (494,366) (195,312)
Interest Income 17,552 -
Dividend Income 2,772 -
Investment Others (470,863) (86,400)
Goodwill on Investment in Equity Shares in Subsidiary Companies (82,775) (906,517)
Proceeds from Issue of Share Capital - 1,864,250
Proceeds from Long term Borrowings 140,125 16,864
Share Issue Expenses - (127,294)
Repayment of Long term Borrowings (201,568) (1,102,110)
Dividends Paid (26,455) -
Interest- Long Term Loans - (63,498)
Net Increase/(Decrease) in Cash & Cash equivalents (524,314) (148,193)
Add: Cash and Cash equivalent as at the beginning of the period 1,060,878 1,209,071
Cash & Cash equivalent as at the end of the period 536,564 1,060,878
PARTICULARS 31.03.2009 31.03.2008
NET PROFIT/ (LOSS) BEFORE TAX
Adjustments for
Operating Profit before working Capital Changes 788,594 823,862
NET CASH FLOW FROM OPERATING ACTIVITIES 666,616 506,134
NET CASH USED IN INVESTING ACTIVITIES (1,103,032) (1,242,539)
NET CASH FLOW FROM FINANCING ACTIVITIES (87,898) 588,212
The above Cash Flow Statement forms an integral part of financial statements
A) CASH FLOW FROM OPERATING ACTIVITIES
B) CASH FLOW FROM INVESTING ACTIVITIES
C) CASH FLOW FROM FINANCING ACTIVITIES
“As per our report of even date"
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Consolidated Cash Flow Statement for the Year Ended
Consolidated Profit and Loss Account
Amount in Rs. '000 (except per share data)
Revenues 3,354,347 2,939,071
Other Income 9 78,655 28,193
Cost of Sales 10 2,145,045 1,892,987
Other Expenses 11 505,684 280,923
Profit Before Interest,Amortisation, Depreciation & Tax
Interest 17,798 69,285
Profit Before Amortisation, Depreciation & Tax
Product Development Expenses Written off 135,497 76,607
Profit Before Depreciation & Tax
Depreciation 33,983 22,223
Profit Before Tax
Provision for Taxation
- Current Tax 56,479 79,481
- Deferred Tax (3,791) 4,550
- Fringe Benefit Tax 2,321 1,850
Profit for the year before Minority interest
Minority interest 11,495 10,833
Net profit for the year
Balance brought forward from Previous year-Profit/(Loss)
Proposed Equity Dividend 24,000 24,000
Proposed Preference Dividend 252 2,455
Dividend Distribution Tax 4,203 4,537
Appropriation to General Reserve 9,555 15,486
Short provision for Tax 213 -
Adjustment for change in method for Depreciation (3,818) (499)
Income Tax Provision Reversal, of Earlier year (606)
Basic (in Rs.) 4.44 4.74
Diluted (in Rs.) 4.44 4.74
12
PARTICULARS SCHEDULE 31.03.2009 31.03.2008
Income
3,433,002 2,967,264
Expenses
2,650,729 2,173,910
782,273 793,354
764,475 724,069
628,978 647,462
594,995 625,239
539,986 539,358
528,491 528,525
896,515 413,969
Amount available for Appropriations 1,425,006 942,494
Balance Carried to Balance Sheet 1,391,207 896,515
Earnings per Share
Equity Shares of par value Re.1/- each
Significant Accounting Policies & Notes to Accounts
The Schedules referred to above form an integral part of financial statements
“As per our report of even date"
Consolidated Profit and Loss Account for the year ended
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Schedules to and forming part of Consolidated Balance Sheet as atSchedules to and forming part of Consolidated Balance Sheet as at
39TAKE Solutions Limited38 Annual Report 2008-09
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Securities Premium Account
1,955,132 1,955,132
Foreign Currency Translation Reserve 310,151 (140,770)
Hedging Reserve ( Refer AS 30 , Para 1.16 in Schedule 12, Notes to Accounts)
(163,313) -
General Reserve
25,041 15,486
Stock Option Outstanding Account
1,522
Profit & Loss Account
1,391,207 896,515
3,563,663 2,769,770
Schedule 3
151,206 38,038
Balance at the, beginning of the year 2,044,292 252,126
Received during the year 86,400 1,927,110
Less : Share Issue Expenses written off - 134,944
2,130,692 2,044,292
Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes
to Accounts 175,560 89,160
At the Commencement of the year - -
Additions during the year (163,313) -
Opening Balance 15,486 -
Add: Amount Appropriated During the Year 9,555 15,486
4,442 -
Less: Deferred employee compensation expense (2,919) -
-
Balance as per Account annexed 1,391,207 896,515
Working Capital Loans - Banks 149,962 18,833
(Secured against Stock & Book debts)
Car Loan 1,244 1,525
(Secured Against car)
Line of Credit - 17,680
(Secured against Current Assets)
Secured Loans
Schedule 2 (Contd.)
Amount in Rs. '000
350,000,000 equity shares of Re. 1/- each & 15,000,000 preference shares of Rs 10/- each 500,000 200,000
(15,000,000 equity shares of Rs 10/- each & 5,000,000 preference shares of Rs 10/- each)
( The Authorised Share capital was increased to Rs. 50 crores by creation of 200,000,000
equity shares of face value Re. 1/- each & 10,000,000 preference shares of Rs.10/- each)
122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of Rs.10/-
each fully paid up) 122,400 121,200
(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares
of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)
(Of the above 17,772,920 equity shares of Re.1/- each (Previous Year 1,777,292 equity shares
of Rs.10/- each) allotted as fully paid-up by way of bonus shares during the Financial
Year 2005-06)
(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity
shares of Rs.10/- each) were issued as fully paid up shares consequent to the merger of
erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium
Infocomm Limited during the financial year 2003-04)
Note : Pursuant to the approval of shareholders in their annual general meeting held on
22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently
the number of shares issued, subscribed and paid up Share Capital of the Company has
been changed to 122,400,000 equity shares of Re.1/- each.
Less: Shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes to Accounts 2,400 1,200
Adjusted Issued and Subscribed Capital 120,000 120,000
4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up.
(4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109
(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding Company
TAKE Solutions Pte. Ltd. Singapore.)
Capital Reserve 36,246 36,317
Capital Reserve on consolidation 7,677 7,090
PARTICULARS 31.03.2009 31.03.2008
Schedule 1
Authorised Share Capital
500,000 200,000
Issued, Subscribed and Paid up Share Capital
169,109 169,109
Schedule 2
43,923 43,407
Share Capital
Equity Share Capital
Preference Share Capital
Reserves and Surplus
Schedules to and forming part of Consolidated Balance Sheet as atSchedules to and forming part of Consolidated Balance Sheet as at
39TAKE Solutions Limited38 Annual Report 2008-09
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Securities Premium Account
1,955,132 1,955,132
Foreign Currency Translation Reserve 310,151 (140,770)
Hedging Reserve ( Refer AS 30 , Para 1.16 in Schedule 12, Notes to Accounts)
(163,313) -
General Reserve
25,041 15,486
Stock Option Outstanding Account
1,522
Profit & Loss Account
1,391,207 896,515
3,563,663 2,769,770
Schedule 3
151,206 38,038
Balance at the, beginning of the year 2,044,292 252,126
Received during the year 86,400 1,927,110
Less : Share Issue Expenses written off - 134,944
2,130,692 2,044,292
Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes
to Accounts 175,560 89,160
At the Commencement of the year - -
Additions during the year (163,313) -
Opening Balance 15,486 -
Add: Amount Appropriated During the Year 9,555 15,486
4,442 -
Less: Deferred employee compensation expense (2,919) -
-
Balance as per Account annexed 1,391,207 896,515
Working Capital Loans - Banks 149,962 18,833
(Secured against Stock & Book debts)
Car Loan 1,244 1,525
(Secured Against car)
Line of Credit - 17,680
(Secured against Current Assets)
Secured Loans
Schedule 2 (Contd.)
Amount in Rs. '000
350,000,000 equity shares of Re. 1/- each & 15,000,000 preference shares of Rs 10/- each 500,000 200,000
(15,000,000 equity shares of Rs 10/- each & 5,000,000 preference shares of Rs 10/- each)
( The Authorised Share capital was increased to Rs. 50 crores by creation of 200,000,000
equity shares of face value Re. 1/- each & 10,000,000 preference shares of Rs.10/- each)
122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of Rs.10/-
each fully paid up) 122,400 121,200
(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares
of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)
(Of the above 17,772,920 equity shares of Re.1/- each (Previous Year 1,777,292 equity shares
of Rs.10/- each) allotted as fully paid-up by way of bonus shares during the Financial
Year 2005-06)
(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity
shares of Rs.10/- each) were issued as fully paid up shares consequent to the merger of
erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium
Infocomm Limited during the financial year 2003-04)
Note : Pursuant to the approval of shareholders in their annual general meeting held on
22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently
the number of shares issued, subscribed and paid up Share Capital of the Company has
been changed to 122,400,000 equity shares of Re.1/- each.
Less: Shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes to Accounts 2,400 1,200
Adjusted Issued and Subscribed Capital 120,000 120,000
4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up.
(4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109
(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding Company
TAKE Solutions Pte. Ltd. Singapore.)
Capital Reserve 36,246 36,317
Capital Reserve on consolidation 7,677 7,090
PARTICULARS 31.03.2009 31.03.2008
Schedule 1
Authorised Share Capital
500,000 200,000
Issued, Subscribed and Paid up Share Capital
169,109 169,109
Schedule 2
43,923 43,407
Share Capital
Equity Share Capital
Preference Share Capital
Reserves and Surplus
4140 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Consolidated Balance Sheet as at
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 5
564,988 94,125
25 25
Schedule 6
679,085 320,216
Schedule 7
Current Assets
Sundry Debtors-(Unsecured -Considered good )
Cash and Bank Balances
Loans and Advances (Unsecured -Considered good)
Other Receivables
1,909,209 2,351,107
Non-trade (unquoted) Shares in RPC Power India Pvt Ltd 25 25
2,500 (2,500) Equity Shares of Rs.10 each
In Mutual Funds 64,963 1,600
In Company Fixed Deposits - 92,500
In 10.5% Secured, Redeemable Non Convertible Debentures 500,000 -
Aggregate Amount of Unquoted Investments
Opening Balance 320,216 201,511
Add: Cost Capitalised During the Year 494,366 195,312
814,582 396,823
Less: Amortised During the Year 135,497 76,607
Inventories 23,951 13,883
Debtors due for more than Six months 80,148 70,262
Other Debts 527,944 838,199
Cash on Hand 190 385
in Current Accounts 457,840 1,047,675
in Fixed Deposits 78,534 12,818
a) Advances recoverable in cash or in kind or for value to 546,868 295,091
be received
b) Deposits 15,364 31,181
178,370 41,613
Investments-Long Term (At Cost)
Capitalised Software Product Costs
Current Assets, Loans and Advances
Balances with Banks
Schedules to and forming part of Consolidated Balance Sheet as at
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4140 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Consolidated Balance Sheet as at
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 5
564,988 94,125
25 25
Schedule 6
679,085 320,216
Schedule 7
Current Assets
Sundry Debtors-(Unsecured -Considered good )
Cash and Bank Balances
Loans and Advances (Unsecured -Considered good)
Other Receivables
1,909,209 2,351,107
Non-trade (unquoted) Shares in RPC Power India Pvt Ltd 25 25
2,500 (2,500) Equity Shares of Rs.10 each
In Mutual Funds 64,963 1,600
In Company Fixed Deposits - 92,500
In 10.5% Secured, Redeemable Non Convertible Debentures 500,000 -
Aggregate Amount of Unquoted Investments
Opening Balance 320,216 201,511
Add: Cost Capitalised During the Year 494,366 195,312
814,582 396,823
Less: Amortised During the Year 135,497 76,607
Inventories 23,951 13,883
Debtors due for more than Six months 80,148 70,262
Other Debts 527,944 838,199
Cash on Hand 190 385
in Current Accounts 457,840 1,047,675
in Fixed Deposits 78,534 12,818
a) Advances recoverable in cash or in kind or for value to 546,868 295,091
be received
b) Deposits 15,364 31,181
178,370 41,613
Investments-Long Term (At Cost)
Capitalised Software Product Costs
Current Assets, Loans and Advances
Balances with Banks
Schedules to and forming part of Consolidated Balance Sheet as at
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4342 Annual Report 2008-09 TAKE Solutions Limited
Schedules to Consolidated Profit and Loss Account for the Year Ended Schedules to Consolidated Profit and Loss Account for the Year Ended
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 11
505,684 280,923
Other Expenses
Audit Fees 8,301 8,280
Bad Debts 46,079 20,408
Provision for Doubtful Debts - 1,584
Bank Charges 2,679 5,414
Books & Periodicals 206 23
Brokerage 8,645 251
Communication Expenses 35,370 17,288
Computer Hire Charges & Maintenance 2,874 1,799
Conveyance 4,461 2,566
Domestic Travel-Director 4,844 2,173
Domestic Travel-Others 68,153 44,835
Foreign Travel-Others 9,735 4,286
ForeignTravel-Director 6,333 2,515
Electricity Expenses 7,008 6,113
Foreign Exchange Fluctuation Loss 2,084 4,621
Insurance 8,481 3,358
Charity (CSR) 1,655 363
Loss on Sale of Assets 276 -
Marketing Expenses 63,443 58,848
Meeting & Conference 3,519 463
Advance, Investment & Miscellaneous Write Offs 144 239
General Expenses 14,868 23,213
Legal & Professional charges 87,628 8,973
Office Expenses 10,446 9,067
Postage & Telegrams 4,097 2,222
Preliminary Expenses Written off 5 -
Printing & Stationery 3,119 1,368
Rent, Rate & Taxes 82,166 40,656
Repairs & Maintenance 11,853 9,436
Subscription Charges 6,464 -
Security Charges 748 561
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 8
1,015,403 651,859
Schedule 9
78,655 28,193
Schedule 10
2,145,045 1,892,987
Current Liabilities and Provisions
Provisions
Other Income
Cost of Sales
Sundry Creditors 224,404 306,736
Other Payables 167,465 -
Other Liabilities 209,553 67,420
Unclaimed Dividend 408 -
Deferred Revenue 157,815 123,750
Provision for Taxation 177,940 96,028
Provision For Fringe Benefit Tax 6,250 4,108
Provision For Other Employee Benefits 13,262 7,635
Provision for Expenses 29,851 15,190
Provision for Proposed Dividend 24,252 26,455
Distribution Tax Payable 4,203 4,537
Dividend Income 2,772 5,430
Interest Income 17,552 21,989
Profit on Sale of Assets - 107
Foreign Exchange Fluctuation Gain 29,410 -
Miscellaneous Income 28,921 667
Supply Chain Management Expenses - 11,121
Cost of Sales - IT Infrastructure and Support Services 58,599 55,927
Software & Consultancy Expenses 701,703 774,506
E - Business Solutions Expenses 277,690 262,173
Salary&Other Allowances 964,266 717,316
Staff Welfare 124,645 59,347
Contribution to Provident & Other Funds 10,674 8,834
Gratuity and Other Employee Benefits 7,468 3,763
4342 Annual Report 2008-09 TAKE Solutions Limited
Schedules to Consolidated Profit and Loss Account for the Year Ended Schedules to Consolidated Profit and Loss Account for the Year Ended
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 11
505,684 280,923
Other Expenses
Audit Fees 8,301 8,280
Bad Debts 46,079 20,408
Provision for Doubtful Debts - 1,584
Bank Charges 2,679 5,414
Books & Periodicals 206 23
Brokerage 8,645 251
Communication Expenses 35,370 17,288
Computer Hire Charges & Maintenance 2,874 1,799
Conveyance 4,461 2,566
Domestic Travel-Director 4,844 2,173
Domestic Travel-Others 68,153 44,835
Foreign Travel-Others 9,735 4,286
ForeignTravel-Director 6,333 2,515
Electricity Expenses 7,008 6,113
Foreign Exchange Fluctuation Loss 2,084 4,621
Insurance 8,481 3,358
Charity (CSR) 1,655 363
Loss on Sale of Assets 276 -
Marketing Expenses 63,443 58,848
Meeting & Conference 3,519 463
Advance, Investment & Miscellaneous Write Offs 144 239
General Expenses 14,868 23,213
Legal & Professional charges 87,628 8,973
Office Expenses 10,446 9,067
Postage & Telegrams 4,097 2,222
Preliminary Expenses Written off 5 -
Printing & Stationery 3,119 1,368
Rent, Rate & Taxes 82,166 40,656
Repairs & Maintenance 11,853 9,436
Subscription Charges 6,464 -
Security Charges 748 561
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 8
1,015,403 651,859
Schedule 9
78,655 28,193
Schedule 10
2,145,045 1,892,987
Current Liabilities and Provisions
Provisions
Other Income
Cost of Sales
Sundry Creditors 224,404 306,736
Other Payables 167,465 -
Other Liabilities 209,553 67,420
Unclaimed Dividend 408 -
Deferred Revenue 157,815 123,750
Provision for Taxation 177,940 96,028
Provision For Fringe Benefit Tax 6,250 4,108
Provision For Other Employee Benefits 13,262 7,635
Provision for Expenses 29,851 15,190
Provision for Proposed Dividend 24,252 26,455
Distribution Tax Payable 4,203 4,537
Dividend Income 2,772 5,430
Interest Income 17,552 21,989
Profit on Sale of Assets - 107
Foreign Exchange Fluctuation Gain 29,410 -
Miscellaneous Income 28,921 667
Supply Chain Management Expenses - 11,121
Cost of Sales - IT Infrastructure and Support Services 58,599 55,927
Software & Consultancy Expenses 701,703 774,506
E - Business Solutions Expenses 277,690 262,173
Salary&Other Allowances 964,266 717,316
Staff Welfare 124,645 59,347
Contribution to Provident & Other Funds 10,674 8,834
Gratuity and Other Employee Benefits 7,468 3,763
4544 Annual Report 2008-09 TAKE Solutions Limited
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
SCHEDULE 12 :
1. STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES
1.1.
The consolidated financial statements of TAKE Solutions
Limited and its subsidiaries (The Group) are prepared in
accordance with the Indian Generally Accepted Accounting
Principles (GAAP) under the historical cost convention on
the accrual basis except for certain financial instruments
which are measured at fair values. GAAP comprises
mandatory Accounting Standards issued by the Institute of
Chartered Accountants of India and the provisions of the
Companies Act, 1956.
Pursuant to the ICAI announcement “Accounting for
Derivatives” on the early adoption of Accounting Standard
AS 30 “Financial Instruments: Recognition and
Measurement”, the company has adopted the standard for
the year under audit, to the extent that the adoption does not
conflict with existing mandatory Accounting Standards and
other authoritative pronouncements, company law and
other regulatory requirements.
The significant accounting policies adopted by the Group
are detailed below:
The financial statements of the subsidiary companies
used for consolidation are drawn up to the same
reporting date as of the company.
The consolidated financial statements have been
prepared on the following basis:
a) The financial statements of the company and its
subsidiary companies have been combined on a
line–by-line basis by adding together like items of
assets, liabilities, income and expenses. All
material inter company transactions, balances
and unrealized surpluses and deficits on
transactions between group companies are
eliminated. Consistency in adoption of
accounting policies among all group companies
is ensured to the extent practicable. Separate
disclosure is made for minority interests.
b) The excess of cost to the company of its
investments in subsidiary companies over its
share of equity of the subsidiary companies at the
dates on which the investments in subsidiary
companies are made, is recognized as ‘Goodwill’
being an asset in the consolidated financial
statements. Alternatively, where the share of
equity in the subsidiary companies as on the date
of investment, is in excess of cost of investment of
the company, it is recognized as ‘Capital Reserve’
Principles of Consolidation
in the consolidated financial statements.
c) Minority interest in the net assets of consolidated
subsidiaries consist of the amount of equity
attributable to the minority shareholders at the
dates on which investments are made by the
company in the subsidiary companies and further
movements in their share in the equity,
subsequent to the dates of investment.
d) Exchange difference resulting from the difference
due to translation of foreign currency assets and
liabilities in subsidiaries is disclosed as foreign
currency translation reserve.
The presentation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the amounts reported in
the financial statements and accompanying notes.
Although these est imates are based on
management’s best knowledge of current events and
actions the Company may undertake in future, actual
results ultimately may differ from the estimates. Any
revision to accounting estimates is recognised
prospectively in future periods.
The significant accounting policies pertaining to the
principal business segments of the company are set
out below and the other policies have been detailed
in the standalone financial statements.
The Contracts between the Company and its
customers are either time and material contracts
or fixed price contracts.
(i) Revenue from fixed-price contracts is
recognised according to the milestones achieved
as specified in the contracts on the Proportionate
Completion Method based on the work
completed. Any anticipated losses expected
upon the contract completion are recognized
immediately. Changes in job performance,
conditions and estimated profitability may result
in revisions and corresponding revenues and
costs are recognized in the year in which such
changes are identified.
(ii) In respect of time and material contract,
revenue is recognized in the year in which the
1.2.
1.3.
1.4.
a) Software & Consultancy Revenue
Use of Estimates
Significant Accounting Policies
Revenue Recognition
services are provided. Unbilled revenue
represents cost and earnings in excess of billings
while deferred revenue represents the billing in
excess of cost and earnings.
(iii) Revenue from product sale and licensing
arrangements are recognized on delivery and
installation.
Income from sale of IT Infrastructure is
recognized upon completion of sale. Income
from support services is recognized upon
rendering of the services. Income from
maintenance contracts relating to the year is
recognized when the contracts are entered into
on a time proportionate basis.
Revenue is recognized when invoices are raised
and are accounted net of trade discounts,
rebates, taxes and duties.
(i) Interest income is recognized using time
proportion method based on rates implicit in the
transaction.
(ii) Dividend income is recognized when the
company’s right to receive dividend is
established.
(iii) Miscellaneous income is recognized on
accrual basis.
Internally developed software products are valued
based on costs directly attributable to the
development of such software and allocated indirect
cost and they are capitalised individually once their
technical feasibility is established in accordance
with the requirements of Accounting Standard 26,
‘Intangible Assets’.
Expenses incurred during research phase till the
establishment of commercial feasibility is charged off
to Profit and Loss Account.
Products capitalised are being amortized over a
period of three to five years from the launch date and
the unamortised product costs as at Balance Sheet
date are shown under Assets separately.
b) Sale of IT Infrastructure and Support Services
c) Revenue from E- Business Solutions
d) Other Incomes
1.5.
1.6.
Software Product Development Cost
Foreign Currency Transactions / Translation
Reserve
i) All monetary items denominated in foreign currency
are reflected at the closing exchange rates prevailing
on the Balance Sheet date; the resultant exchange
differences are recognized in the profit and loss
account. Non-monetary items which are carried in
terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the
date of the transaction.
ii) Income and Expenditure items involving foreign
exchange are translated at the exchange rate
prevailing on the date of transaction.
iii) Exchange differences arising on foreign exchange
transactions settled during the year are recognized in
the Profit and Loss Account for the year.
iv) For the purposes of consolidation the operations of
overseas subsidiaries are considered as non-integral
in nature and accordingly their assets and liabilities
are translated at the period-end exchange rate and
income and expenditure items are translated at the
average rates during the period. The resultant
translation adjustment is reflected as a separate
component of Shareholders' funds as 'Foreign
currency translation reserve'. Upon dissolution/
disposal of non-Indian subsidiary, the balance in
Foreign currency translation reserve in relation to that
subsidiary will be transferred to Profit and Loss
Account.
Depreciation is provided on a pro-rata basis on the
Straight Line Method (SLM) over the estimated useful
lives of the assets determined as follows:
One of the step subsidiaries namely, CMNK Services
Private Limited had been following Written Down
Value (WDV) method for claiming depreciation till
the date of acquisition by the subsidiary company,
CMNK Consultancy & Services Private Limited. In
complying with the accounting policy of the group,
the method of claiming depreciation has been
changed to Straight Line Method (SLM) and
consequentially, the excess depreciation to the extent
of Rs. 3,818 (in 000’s) has been adjusted in the Profit
and Loss appropriation statement of the group.
1.7. Depreciation
Computers and purchased software 2-7 years
Furnitures Fixtures and Equipments 1-20 years
Automobiles 3-10 years
Leasehold improvements Period of Lease
4544 Annual Report 2008-09 TAKE Solutions Limited
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
SCHEDULE 12 :
1. STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES
1.1.
The consolidated financial statements of TAKE Solutions
Limited and its subsidiaries (The Group) are prepared in
accordance with the Indian Generally Accepted Accounting
Principles (GAAP) under the historical cost convention on
the accrual basis except for certain financial instruments
which are measured at fair values. GAAP comprises
mandatory Accounting Standards issued by the Institute of
Chartered Accountants of India and the provisions of the
Companies Act, 1956.
Pursuant to the ICAI announcement “Accounting for
Derivatives” on the early adoption of Accounting Standard
AS 30 “Financial Instruments: Recognition and
Measurement”, the company has adopted the standard for
the year under audit, to the extent that the adoption does not
conflict with existing mandatory Accounting Standards and
other authoritative pronouncements, company law and
other regulatory requirements.
The significant accounting policies adopted by the Group
are detailed below:
The financial statements of the subsidiary companies
used for consolidation are drawn up to the same
reporting date as of the company.
The consolidated financial statements have been
prepared on the following basis:
a) The financial statements of the company and its
subsidiary companies have been combined on a
line–by-line basis by adding together like items of
assets, liabilities, income and expenses. All
material inter company transactions, balances
and unrealized surpluses and deficits on
transactions between group companies are
eliminated. Consistency in adoption of
accounting policies among all group companies
is ensured to the extent practicable. Separate
disclosure is made for minority interests.
b) The excess of cost to the company of its
investments in subsidiary companies over its
share of equity of the subsidiary companies at the
dates on which the investments in subsidiary
companies are made, is recognized as ‘Goodwill’
being an asset in the consolidated financial
statements. Alternatively, where the share of
equity in the subsidiary companies as on the date
of investment, is in excess of cost of investment of
the company, it is recognized as ‘Capital Reserve’
Principles of Consolidation
in the consolidated financial statements.
c) Minority interest in the net assets of consolidated
subsidiaries consist of the amount of equity
attributable to the minority shareholders at the
dates on which investments are made by the
company in the subsidiary companies and further
movements in their share in the equity,
subsequent to the dates of investment.
d) Exchange difference resulting from the difference
due to translation of foreign currency assets and
liabilities in subsidiaries is disclosed as foreign
currency translation reserve.
The presentation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the amounts reported in
the financial statements and accompanying notes.
Although these est imates are based on
management’s best knowledge of current events and
actions the Company may undertake in future, actual
results ultimately may differ from the estimates. Any
revision to accounting estimates is recognised
prospectively in future periods.
The significant accounting policies pertaining to the
principal business segments of the company are set
out below and the other policies have been detailed
in the standalone financial statements.
The Contracts between the Company and its
customers are either time and material contracts
or fixed price contracts.
(i) Revenue from fixed-price contracts is
recognised according to the milestones achieved
as specified in the contracts on the Proportionate
Completion Method based on the work
completed. Any anticipated losses expected
upon the contract completion are recognized
immediately. Changes in job performance,
conditions and estimated profitability may result
in revisions and corresponding revenues and
costs are recognized in the year in which such
changes are identified.
(ii) In respect of time and material contract,
revenue is recognized in the year in which the
1.2.
1.3.
1.4.
a) Software & Consultancy Revenue
Use of Estimates
Significant Accounting Policies
Revenue Recognition
services are provided. Unbilled revenue
represents cost and earnings in excess of billings
while deferred revenue represents the billing in
excess of cost and earnings.
(iii) Revenue from product sale and licensing
arrangements are recognized on delivery and
installation.
Income from sale of IT Infrastructure is
recognized upon completion of sale. Income
from support services is recognized upon
rendering of the services. Income from
maintenance contracts relating to the year is
recognized when the contracts are entered into
on a time proportionate basis.
Revenue is recognized when invoices are raised
and are accounted net of trade discounts,
rebates, taxes and duties.
(i) Interest income is recognized using time
proportion method based on rates implicit in the
transaction.
(ii) Dividend income is recognized when the
company’s right to receive dividend is
established.
(iii) Miscellaneous income is recognized on
accrual basis.
Internally developed software products are valued
based on costs directly attributable to the
development of such software and allocated indirect
cost and they are capitalised individually once their
technical feasibility is established in accordance
with the requirements of Accounting Standard 26,
‘Intangible Assets’.
Expenses incurred during research phase till the
establishment of commercial feasibility is charged off
to Profit and Loss Account.
Products capitalised are being amortized over a
period of three to five years from the launch date and
the unamortised product costs as at Balance Sheet
date are shown under Assets separately.
b) Sale of IT Infrastructure and Support Services
c) Revenue from E- Business Solutions
d) Other Incomes
1.5.
1.6.
Software Product Development Cost
Foreign Currency Transactions / Translation
Reserve
i) All monetary items denominated in foreign currency
are reflected at the closing exchange rates prevailing
on the Balance Sheet date; the resultant exchange
differences are recognized in the profit and loss
account. Non-monetary items which are carried in
terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the
date of the transaction.
ii) Income and Expenditure items involving foreign
exchange are translated at the exchange rate
prevailing on the date of transaction.
iii) Exchange differences arising on foreign exchange
transactions settled during the year are recognized in
the Profit and Loss Account for the year.
iv) For the purposes of consolidation the operations of
overseas subsidiaries are considered as non-integral
in nature and accordingly their assets and liabilities
are translated at the period-end exchange rate and
income and expenditure items are translated at the
average rates during the period. The resultant
translation adjustment is reflected as a separate
component of Shareholders' funds as 'Foreign
currency translation reserve'. Upon dissolution/
disposal of non-Indian subsidiary, the balance in
Foreign currency translation reserve in relation to that
subsidiary will be transferred to Profit and Loss
Account.
Depreciation is provided on a pro-rata basis on the
Straight Line Method (SLM) over the estimated useful
lives of the assets determined as follows:
One of the step subsidiaries namely, CMNK Services
Private Limited had been following Written Down
Value (WDV) method for claiming depreciation till
the date of acquisition by the subsidiary company,
CMNK Consultancy & Services Private Limited. In
complying with the accounting policy of the group,
the method of claiming depreciation has been
changed to Straight Line Method (SLM) and
consequentially, the excess depreciation to the extent
of Rs. 3,818 (in 000’s) has been adjusted in the Profit
and Loss appropriation statement of the group.
1.7. Depreciation
Computers and purchased software 2-7 years
Furnitures Fixtures and Equipments 1-20 years
Automobiles 3-10 years
Leasehold improvements Period of Lease
4746 Annual Report 2008-09 TAKE Solutions Limited
1.8.
Deferred tax
Taxation
Tax expenses comprising of both current tax and
deferred tax are included in determining the net
results for the period.
reflects the effect of timing differences
between the assets and liabilities recognized for
financial reporting purposes and the amounts that
are recognized for current tax purposes. As a matter
of prudence deferred tax assets are recognised and
carried forward only to the extent, there is reasonable
certainty that sufficient future taxable income will be
available against which such deferred tax assets can
be realised.
is determined based on the provisions of
the Income Tax Act of the respective countries.
Current tax
PRIMARY SEGMENT INFORMATION – Amount in Rs ‘000s
Business Segments
Software E- Business
Particulars Products & Solutions Others Total
Consultancy Services
REVENUE 2,999,456 293,800 61,091 3,354,347
1,020,596 16,110 3,115 1,039,821
78,655
505,684
612,793
17,798
55,009
539,986
11,495
528,491
(2,588,970) (278,013) (72,088) (2,939,071)
Segment Result
(1,290,095) (15,864) (5,314) (1,311,273)
Unallocated Corporate
Income (28,193)
Unallocated Corporate
Expenses (644,942)
Operating profit
(694,524)
Interest Expenses
(69,285)
Income Taxes
(85,881)
Net Profit before
minority interest (539,358)
Minority Interest
(10,833)
Net Profit after
Minority Interest (528,525)
SECONDARY SEGMENT INFORMATION
GEOGRAPHIC SEGMENT
For the year ended For the year ended
Region March 31, 2009 March 31, 2008
3,354,347 2,939,071
Revenues - Rs in ‘000s
Asia Pacific 865,465 980,177
USA 2,488,882 1,958,894
Total Revenue
Name of the Subsidiary Proportion of Proportion of Country of
ownership ownership incorporation
interest as at interest as at
March 31, 2009 March 31, 2008
TAKE Solutions Inc.
(Controlled Directly and
Indirectly through one
of the subsidiaries)
Autopartsasia Pvt Ltd 58% 58% India
TAKE United SDN.BHD
(formerly known as
Millennium Business
Solutions(M) SDN .BHD)
Towell TAKE Investments
LLC
CMNK Consultancy &
Services Pvt Ltd
100% 100% USA
51% 100% Malaysia
51% 51% Muscat
100% 100% India
1.9.
1.10.
Subsidiary Company Particulars
Segment Reporting
The company has identified business segments as its
primary segment and geographic segments as its
secondary segment.
The business segments of the company are Software
Products & Consultancy Services, E – Business
Solutions and Others. Geographic segments of the
Company are Asia Pacific Region and United States
of America.
Revenues and Expenses that are directly identifiable
with the Segments have been disclosed accordingly.
Certain Income and Expenses which are not
specifically allocable to individual segments have
been disclosed as “Unallocated Corporate Income”
and “Unallocated Corporate Expenses” respectively.
The assets of the company are used interchangeably
between segments, and the management believes
that it is currently not practical to provide segment
disclosures relating to total assets and liabilities since
a meaningful segregation is not possible.
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
4746 Annual Report 2008-09 TAKE Solutions Limited
1.8.
Deferred tax
Taxation
Tax expenses comprising of both current tax and
deferred tax are included in determining the net
results for the period.
reflects the effect of timing differences
between the assets and liabilities recognized for
financial reporting purposes and the amounts that
are recognized for current tax purposes. As a matter
of prudence deferred tax assets are recognised and
carried forward only to the extent, there is reasonable
certainty that sufficient future taxable income will be
available against which such deferred tax assets can
be realised.
is determined based on the provisions of
the Income Tax Act of the respective countries.
Current tax
PRIMARY SEGMENT INFORMATION – Amount in Rs ‘000s
Business Segments
Software E- Business
Particulars Products & Solutions Others Total
Consultancy Services
REVENUE 2,999,456 293,800 61,091 3,354,347
1,020,596 16,110 3,115 1,039,821
78,655
505,684
612,793
17,798
55,009
539,986
11,495
528,491
(2,588,970) (278,013) (72,088) (2,939,071)
Segment Result
(1,290,095) (15,864) (5,314) (1,311,273)
Unallocated Corporate
Income (28,193)
Unallocated Corporate
Expenses (644,942)
Operating profit
(694,524)
Interest Expenses
(69,285)
Income Taxes
(85,881)
Net Profit before
minority interest (539,358)
Minority Interest
(10,833)
Net Profit after
Minority Interest (528,525)
SECONDARY SEGMENT INFORMATION
GEOGRAPHIC SEGMENT
For the year ended For the year ended
Region March 31, 2009 March 31, 2008
3,354,347 2,939,071
Revenues - Rs in ‘000s
Asia Pacific 865,465 980,177
USA 2,488,882 1,958,894
Total Revenue
Name of the Subsidiary Proportion of Proportion of Country of
ownership ownership incorporation
interest as at interest as at
March 31, 2009 March 31, 2008
TAKE Solutions Inc.
(Controlled Directly and
Indirectly through one
of the subsidiaries)
Autopartsasia Pvt Ltd 58% 58% India
TAKE United SDN.BHD
(formerly known as
Millennium Business
Solutions(M) SDN .BHD)
Towell TAKE Investments
LLC
CMNK Consultancy &
Services Pvt Ltd
100% 100% USA
51% 100% Malaysia
51% 51% Muscat
100% 100% India
1.9.
1.10.
Subsidiary Company Particulars
Segment Reporting
The company has identified business segments as its
primary segment and geographic segments as its
secondary segment.
The business segments of the company are Software
Products & Consultancy Services, E – Business
Solutions and Others. Geographic segments of the
Company are Asia Pacific Region and United States
of America.
Revenues and Expenses that are directly identifiable
with the Segments have been disclosed accordingly.
Certain Income and Expenses which are not
specifically allocable to individual segments have
been disclosed as “Unallocated Corporate Income”
and “Unallocated Corporate Expenses” respectively.
The assets of the company are used interchangeably
between segments, and the management believes
that it is currently not practical to provide segment
disclosures relating to total assets and liabilities since
a meaningful segregation is not possible.
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
4948 Annual Report 2008-09 TAKE Solutions Limited
Transactions with Related Parties Amount in Rs ‘000s
Key Enterprises
Particulars Holding Management controlled by Key Other Related /
Company Personnel management Associated
Personnel & their Parties
relatives
46
24
6,972
4,800
1,600
Nil
172
798 8,153
59,096
Revenue
(130)
Rent – Expenditure
(24)
Managerial Remuneration
(4,411)
Remuneration* to Non
Executive Directors
(Nil)
Commission to
Independent Directors
(Nil)
Loans/Advances - Given
(56)
Loans/Advances – Received
(Nil)
Balance Receivable from
Related Parties
(878) (2,787)
Balance payable to
Related Parties
(Nil)
1.11. Related Party Disclosures for the year ended 31st March 2009
List of Related parties
Holding Company
Subsidiary Companies
Step Subsidiaries
Key Management Personnel
Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions
have taken place during the year
Other Related / Associated Parties
TAKE Solutions Pte. Limited, Singapore
1. TAKE United Sdn. Bhd., Malaysia
2. Autopartsasia Private Limited, India
3. TOWELL TAKE Investments LLC, Muscat
4. TAKE Solutions Inc., USA
5. CMNK Consultancy & Services Private Limited, India
6. TOWELL TAKE Solutions LLC, Muscat
7. TAKE Solutions MEA Limited, Dubai
8. Applied Clinical Intelligence, LLC, USA
9. Clear Orbit Inc, USA
10. TAKE Solutions GMBH, Switzerland
11. CMNK Services Private Limited, India (Additions during the year)
12. TAKE Enterprises Solutions Inc (Additions during the year)
13. TAKE Intellectual Properties Management Inc (Additions during the year)
1. Mr. S. Sridharan, Managing Director
2. Mr. R. Seshadri, Executive & Wholetime Director
3. Mr. T.K. Wong, Chairman
4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director
5. Mr. D.V. Ravi, Non – Executive Director
6. Mr. Ram Yeleswarapu, Non – Executive Director
1. Aakanksha Management Consultancy & Holdings Private Limited
1. TAKE Solutions Limited ESOS Trust ( the trust is effectively controlled by the company)
2. WJ. Towell & Co, LLC, Muscat
*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from CentralGovernment is pending.
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
4948 Annual Report 2008-09 TAKE Solutions Limited
Transactions with Related Parties Amount in Rs ‘000s
Key Enterprises
Particulars Holding Management controlled by Key Other Related /
Company Personnel management Associated
Personnel & their Parties
relatives
46
24
6,972
4,800
1,600
Nil
172
798 8,153
59,096
Revenue
(130)
Rent – Expenditure
(24)
Managerial Remuneration
(4,411)
Remuneration* to Non
Executive Directors
(Nil)
Commission to
Independent Directors
(Nil)
Loans/Advances - Given
(56)
Loans/Advances – Received
(Nil)
Balance Receivable from
Related Parties
(878) (2,787)
Balance payable to
Related Parties
(Nil)
1.11. Related Party Disclosures for the year ended 31st March 2009
List of Related parties
Holding Company
Subsidiary Companies
Step Subsidiaries
Key Management Personnel
Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions
have taken place during the year
Other Related / Associated Parties
TAKE Solutions Pte. Limited, Singapore
1. TAKE United Sdn. Bhd., Malaysia
2. Autopartsasia Private Limited, India
3. TOWELL TAKE Investments LLC, Muscat
4. TAKE Solutions Inc., USA
5. CMNK Consultancy & Services Private Limited, India
6. TOWELL TAKE Solutions LLC, Muscat
7. TAKE Solutions MEA Limited, Dubai
8. Applied Clinical Intelligence, LLC, USA
9. Clear Orbit Inc, USA
10. TAKE Solutions GMBH, Switzerland
11. CMNK Services Private Limited, India (Additions during the year)
12. TAKE Enterprises Solutions Inc (Additions during the year)
13. TAKE Intellectual Properties Management Inc (Additions during the year)
1. Mr. S. Sridharan, Managing Director
2. Mr. R. Seshadri, Executive & Wholetime Director
3. Mr. T.K. Wong, Chairman
4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director
5. Mr. D.V. Ravi, Non – Executive Director
6. Mr. Ram Yeleswarapu, Non – Executive Director
1. Aakanksha Management Consultancy & Holdings Private Limited
1. TAKE Solutions Limited ESOS Trust ( the trust is effectively controlled by the company)
2. WJ. Towell & Co, LLC, Muscat
*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from CentralGovernment is pending.
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
5150 Annual Report 2008-09 TAKE Solutions Limited
1.12.
1.13.
1.14.
Leases
Share Capital
Earnings Per Share
A. The Company has acquired assets under hire purchase
(Amt in Rs. ‘000s)
Finance Charge recognized in the Profit & Loss Account
– Rs. 62/- (Rs. 2,956)
B. Obligation under Non-cancellable operating lease:
(Amt in Rs. ‘000s)
Total rent expenses for all leases amounted to Rs. 46,664
(Rs 27,148) for the year ended 31st March 2009.
During the Year Ended 31st March 2009, the Company
has further issued 1,200,000 (1,200,000) Equity Shares
of Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share
to TAKE Solutions Limited ESOS Trust (“Trust”). The
Company has provided finance of Rs. 87,600 (90,360)
(000’s) to the Trust for the subscription of shares. The
Trust will transfer shares to the employees of the
Company under the scheme of ESOS framed by the
Company in this regard.
As per the Guidance Note on Accounting for Employee
Share–based payments issued by the Institute of
Chartered Accountants of India, shares allotted to Trust
but not transferred to employees is required to be
reduced from Share Capital and Reserves. Out of the
2,400,000 equity shares so far allotted to the trust, no
shares have been transferred to employees upto 31st
March 2009. Accordingly, the Company has reduced the
Share Capital by the amount of face value of the equity
shares issued to the Trust but not transferred to
employees and Share Premium by the amount of Share
Premium on such shares.
Basic Earnings Per Share and Diluted Earnings Per Share
are calculated by dividing the Net Profit After Tax for the
year attributable to the Equity Shareholders by the
Weighted Average number of Equity Shares outstanding
during the year. As per the guidance note issued in
January 2005 on Accounting for Employee Share Based
Payments by the Institute of Chartered Accountants of
India, 2,400,000 (1,200,000) weighted average number
of shares held by the TAKE Solutions Limited ESOS Trust
have been reduced from the equity shares outstanding
for computing basic and diluted earnings per share for
the year ended March 31, 2009
*Note: Pursuant to the approval of shareholders in their Annual
General Meeting held on August 22, 2008, face value of each
equity share was reduced from Rs. 10/- to Re. 1/-. Consequently,
the number of Issued, Subscribed & Paid up Share Capital has
changed to 120,000,000 of Re. 1/- each and earnings per share
of the previous year has been recalculated considering sub-
division of face value of equity shares.
A provision is recognized when an enterprise has a
present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the Balance Sheet date. These are
reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.
a) Guarantees given by the related party as at 31.03.2009 –
Rs. 1744/- (166/-)
b) On May 23, 2008 the company has received an order for
the assessment year 2003-04 from Income Tax Appellate
Tribunal (ITAT) disallowing the software product
1.15. Provisions, Contingent Liabilities & Contingent Assets
Contingent Liabilities: (Rs. In ‘000s)
expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation and
thereby reducing the benefit of carrying forward of losses
by Rs. 159.14 lacs to the subsequent assessment years.
However, no demand has been raised for the said
assessment year. The Company has filed an appeal with
the Honorable High Court of Tamil Nadu against the
order of ITAT. The management believes that the ultimate
outcome of the proceeding will not have a material
adverse effect on the company’s financial position and
results of operation and hence, no adjustment has been
made to the financial statements for the year ended
March 31, 2009.
c) Demand from Income tax authorities for payment of
additional tax of Rs. 180.39 lacs has been received upon
completion of their tax review for the assessment year
2006-07. The tax demand is mainly on account of
disallowance of software product development
expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation. The
matter is pending before the Commissioner of Income
tax (Appeals), Chennai. The company is contesting the
demand and the management including its tax advisors
believe that its position is likely to be upheld in the
appellate process. No tax expense has been accrued in
the financial statements for the tax demand raised. The
management believes that the ultimate outcome of the
proceeding will not have a material adverse effect on the
company’s financial position and results of operation.
The Company uses foreign currency forward contracts to
hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and
1.16 Financial Instruments: Recognition and Measurement
forecasted transactions. The company designates this
hedging instrument as “cash flow hedge” applying the
recognition and measurement principles set out in
Accounting Standard 30.
Hedging instrument is initially measured at fair value and
is re-measured at subsequent reporting dates. Changes in
the fair value of this derivative that is designated as an
effective hedge of future cash flows is recognized directly
in shareholders’ funds as Hedging Reserve and
reclassified into Profit and Loss Account upon the
occurrence of hedged transactions. The ineffective
portion is recognized immediately in profit and loss
account as and when they arise. Hedge accounting is
discontinued when the hedging instrument expires or is
sold, terminated, or exercised, or no longer qualifies for
hedge accounting. If a hedged transaction is no longer
expected to occur, the net cumulative gain or loss
recognized in shareholders’ funds is transferred to profit
and loss account for the period.
Professional fees include Rs. 24.03 Mn incurred in
connection with a proposed merger and the same has
been written off since the event has not materialized.
Amount payable to the erstwhile Share Holders of the
acquired subsidiaries to the tune of Rs. 78,261 (241,426)
(in ‘000s) is shown under Unsecured Loans.
Comparative Figures: Previous year’s figures have been
regrouped / restated, wherever necessary to make them
comparable to those of current year.
1.17
1.18
1.19
Particulars As atMarch 31, 2009 March 31, 2008
As at
Not later than one year 53,940 30,023
Later than one year butnot later than five years
Later than five years 805 1,814
60,925 62,874
Particulars For the Yearended
31.03.2009
EPS 4.44 4.74*
1.00 1.00*
For the Yearended
31.03.2008
Basic & Diluted Equivalent EquivalentNo. of Shares No. of Shares
1. Opening No.of Shares 120,000,000 93,700,000*
2. Closing No.of Shares 120,000,000 120,000,000*
3. Weighted AverageNo. of Shares 120,000,000 110,925,680*
4. Profit Available forEquity Share Holders(Rs.’ 000) 532,154 525,652
5. (in Rs.)
6. Nominal Valueof share (in Rs.)
As per our report of even date For and on behalf of the Board of Directors
For Sundar Srini & Sridhar S. Sridharan R. Seshadri
S.Sridhar P. Srinivasan
Chartered Accountants Managing Director Executive Director
Partner Company Secretary
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
5150 Annual Report 2008-09 TAKE Solutions Limited
1.12.
1.13.
1.14.
Leases
Share Capital
Earnings Per Share
A. The Company has acquired assets under hire purchase
(Amt in Rs. ‘000s)
Finance Charge recognized in the Profit & Loss Account
– Rs. 62/- (Rs. 2,956)
B. Obligation under Non-cancellable operating lease:
(Amt in Rs. ‘000s)
Total rent expenses for all leases amounted to Rs. 46,664
(Rs 27,148) for the year ended 31st March 2009.
During the Year Ended 31st March 2009, the Company
has further issued 1,200,000 (1,200,000) Equity Shares
of Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share
to TAKE Solutions Limited ESOS Trust (“Trust”). The
Company has provided finance of Rs. 87,600 (90,360)
(000’s) to the Trust for the subscription of shares. The
Trust will transfer shares to the employees of the
Company under the scheme of ESOS framed by the
Company in this regard.
As per the Guidance Note on Accounting for Employee
Share–based payments issued by the Institute of
Chartered Accountants of India, shares allotted to Trust
but not transferred to employees is required to be
reduced from Share Capital and Reserves. Out of the
2,400,000 equity shares so far allotted to the trust, no
shares have been transferred to employees upto 31st
March 2009. Accordingly, the Company has reduced the
Share Capital by the amount of face value of the equity
shares issued to the Trust but not transferred to
employees and Share Premium by the amount of Share
Premium on such shares.
Basic Earnings Per Share and Diluted Earnings Per Share
are calculated by dividing the Net Profit After Tax for the
year attributable to the Equity Shareholders by the
Weighted Average number of Equity Shares outstanding
during the year. As per the guidance note issued in
January 2005 on Accounting for Employee Share Based
Payments by the Institute of Chartered Accountants of
India, 2,400,000 (1,200,000) weighted average number
of shares held by the TAKE Solutions Limited ESOS Trust
have been reduced from the equity shares outstanding
for computing basic and diluted earnings per share for
the year ended March 31, 2009
*Note: Pursuant to the approval of shareholders in their Annual
General Meeting held on August 22, 2008, face value of each
equity share was reduced from Rs. 10/- to Re. 1/-. Consequently,
the number of Issued, Subscribed & Paid up Share Capital has
changed to 120,000,000 of Re. 1/- each and earnings per share
of the previous year has been recalculated considering sub-
division of face value of equity shares.
A provision is recognized when an enterprise has a
present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the Balance Sheet date. These are
reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.
a) Guarantees given by the related party as at 31.03.2009 –
Rs. 1744/- (166/-)
b) On May 23, 2008 the company has received an order for
the assessment year 2003-04 from Income Tax Appellate
Tribunal (ITAT) disallowing the software product
1.15. Provisions, Contingent Liabilities & Contingent Assets
Contingent Liabilities: (Rs. In ‘000s)
expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation and
thereby reducing the benefit of carrying forward of losses
by Rs. 159.14 lacs to the subsequent assessment years.
However, no demand has been raised for the said
assessment year. The Company has filed an appeal with
the Honorable High Court of Tamil Nadu against the
order of ITAT. The management believes that the ultimate
outcome of the proceeding will not have a material
adverse effect on the company’s financial position and
results of operation and hence, no adjustment has been
made to the financial statements for the year ended
March 31, 2009.
c) Demand from Income tax authorities for payment of
additional tax of Rs. 180.39 lacs has been received upon
completion of their tax review for the assessment year
2006-07. The tax demand is mainly on account of
disallowance of software product development
expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation. The
matter is pending before the Commissioner of Income
tax (Appeals), Chennai. The company is contesting the
demand and the management including its tax advisors
believe that its position is likely to be upheld in the
appellate process. No tax expense has been accrued in
the financial statements for the tax demand raised. The
management believes that the ultimate outcome of the
proceeding will not have a material adverse effect on the
company’s financial position and results of operation.
The Company uses foreign currency forward contracts to
hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and
1.16 Financial Instruments: Recognition and Measurement
forecasted transactions. The company designates this
hedging instrument as “cash flow hedge” applying the
recognition and measurement principles set out in
Accounting Standard 30.
Hedging instrument is initially measured at fair value and
is re-measured at subsequent reporting dates. Changes in
the fair value of this derivative that is designated as an
effective hedge of future cash flows is recognized directly
in shareholders’ funds as Hedging Reserve and
reclassified into Profit and Loss Account upon the
occurrence of hedged transactions. The ineffective
portion is recognized immediately in profit and loss
account as and when they arise. Hedge accounting is
discontinued when the hedging instrument expires or is
sold, terminated, or exercised, or no longer qualifies for
hedge accounting. If a hedged transaction is no longer
expected to occur, the net cumulative gain or loss
recognized in shareholders’ funds is transferred to profit
and loss account for the period.
Professional fees include Rs. 24.03 Mn incurred in
connection with a proposed merger and the same has
been written off since the event has not materialized.
Amount payable to the erstwhile Share Holders of the
acquired subsidiaries to the tune of Rs. 78,261 (241,426)
(in ‘000s) is shown under Unsecured Loans.
Comparative Figures: Previous year’s figures have been
regrouped / restated, wherever necessary to make them
comparable to those of current year.
1.17
1.18
1.19
Particulars As atMarch 31, 2009 March 31, 2008
As at
Not later than one year 53,940 30,023
Later than one year butnot later than five years
Later than five years 805 1,814
60,925 62,874
Particulars For the Yearended
31.03.2009
EPS 4.44 4.74*
1.00 1.00*
For the Yearended
31.03.2008
Basic & Diluted Equivalent EquivalentNo. of Shares No. of Shares
1. Opening No.of Shares 120,000,000 93,700,000*
2. Closing No.of Shares 120,000,000 120,000,000*
3. Weighted AverageNo. of Shares 120,000,000 110,925,680*
4. Profit Available forEquity Share Holders(Rs.’ 000) 532,154 525,652
5. (in Rs.)
6. Nominal Valueof share (in Rs.)
As per our report of even date For and on behalf of the Board of Directors
For Sundar Srini & Sridhar S. Sridharan R. Seshadri
S.Sridhar P. Srinivasan
Chartered Accountants Managing Director Executive Director
Partner Company Secretary
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009
5352 Annual Report 2008-09 TAKE Solutions Limited
Auditors’ Report
Auditors’Report to the Members of TAKE Solutions Limited
1. We have audited the attached Balance Sheet of
(‘the company’) as at and
the Profit & Loss Account and the Cash Flow Statement of the
Company for the year ended on that date annexed thereto.
These financial statements are the responsibility of the
Company’s Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with Auditing
Standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003
(‘the Order’) as amended, issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the
Companies Act, 1956 (‘the Act’), we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the
said order.
Further to our comments in the Annexure referred to above, we
report that:
a) We have obtained all the information and explanations,
which, to the best of our knowledge and belief, were
necessary for the purposes of our audit;
b) In our opinion, proper books of account, as required by
law have been kept by the Company so far as appears
from our examination of those books and proper returns
adequate for the purpose of our audit have been received
from the branches not visited by us.
c) The accounts of the overseas branch of the Company
have been audited by another firm of auditors. The report
of such auditors on the accounts of the said branch has
been forwarded to us and dealt with in the manner
considered necessary in preparing our report.
d) The Balance Sheet, the Profit & Loss Account and the
Cash Flow Statement dealt with by this Report are in
agreement with the books of account of the Company
and the audited returns from the overseas branch.
TAKE
Solutions Limited 31st March 2009
e) In our opinion, the Balance Sheet, the Profit & Loss
Account & the Cash Flow Statement dealt with by this
report comply with the Accounting Standards referred to
in Sub-section (3C) of Section 211 of the Companies Act,
1956.
f) On the basis of written representation received from the
directors as on March 31, 2009 and taken on record by
the Board of Directors, we report that none of the director
is disqualified as on March 31, 2009 from being
appointed as a director in terms of Section 274 (1)(g) of
the Companies Act 1956.
g) In our opinion and to the best of our information and
according to the explanations given to us, the said
Balance Sheet, Profit and Loss Account & Cash Flow
Statement read with Schedules and Notes thereon, give
the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India:
(i) in the case of the Balance Sheet of the Company, of the
State of affairs of the Company as at 31st March 2009;
(ii) in the case of the Profit and Loss Account, of the Profit of
the Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows
for the year ended on that date.
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Place: Chennai Partner
Date: May 22, 2009 Membership No: 25504
Annexure to the Auditors’Report:
The Annexure referred to in the auditors’ report to the
members of TAKE Solutions Limited (the company) for the year
ended March 31, 2009. We report that:
1. a) The Company has maintained proper records showing
full particulars including quantitative details and
situation of fixed assets.
b) The assets have been physically verified by the
management at periodic intervals, which in our opinion,
is reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies
have been noticed on such verification. In respect of
assets lying at branches, which have not been physically
verified, there is a process of obtaining confirmation
from the respective branches.
c) The Company has not disposed off substantial part of its
fixed assets, which will affect the going concern status of
the Company.
2. a) The Stock of traded goods of the Company has been
physically verified at periodic intervals during the year
by the management. In our opinion, the frequency of
such verification is adequate.
b) In our opinion, and according to the information and
explanations given to us, the procedures for physical
verification of inventories followed by the management
are reasonable and adequate in relation to the size of the
Company and the nature of its business.
c) In our opinion, the company has maintained proper
records of inventory .The discrepancies noticed between
the physical stocks as verified and the book records were
not material and have been properly dealt with in the
books of account.
3. The Company has granted unsecured loan to its
subsidiaries. The maximum balance outstanding at any
point of time during the year from the subsidiary was Rs
1,040,828 (in 000’s). In our opinion and according to the
information and explanations given to us, the terms and
conditions of the loans are not prima-facie prejudicial to
the interest of the company. In respect of the said loan,
the same is repayable on demand and therefore the
question of overdue amounts does not arise.
The company has not taken any loan, secured or
unsecured, during the year from companies, firms or
other parties covered in the register maintained under
Section 301 of the Companies Act, 1956. Consequently,
the requirements of the clauses (iii) (f) and (iii) (g) of
paragraph 4 of the Order are not applicable.
4. In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
company and the nature of its business with regard to
purchase of inventory and fixed assets and for the sale of
goods and services. During the course of audit, no major
weakness has been noticed in the internal control system.
5. In our opinion, and according to the information and the
explanations given to us, there are contracts or
arrangements, the particulars of which has been entered
into the register maintained under section 301 of the
Companies Act, 1956. During the year, there is no
transaction exceeding the value of Rs. 5,00,000 and
accordingly, paragraph 4(v) of the Order is not
applicable.
6. The Company has not accepted any deposits from the
public. Accordingly, paragraph 4(vi) of the Order is not
applicable.
7. The Company has adequate internal audit system,
commensurate with the size and nature of the business.
8. Maintenance of cost records has not been prescribed for
the Company by the Central Government under section
209(1) (d) of the Companies Act 1956 for any of the
services rendered by the Company. Accordingly,
paragraph 4(viii) of the Order is not applicable.
9. a) According to the information and explanations given to
us and on the basis of our examination of the records of
the company, amounts deducted /accrued in the books of
account in respect of undisputed statutory dues including
Provident Fund, Employees’State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty and
other material statutory dues have been regularly
deposited during the year by the company with the
appropriate authorities. As explained to us, the Company
did not have any dues on account of Investor Education
and Protection Fund and Excise duty.
b) Further, since the Central Government has till date not
prescribed the amount of cess payable under section
441A of the Companies Act, 1956, we are not in a
position to comment upon the regularity or otherwise of
the Company in depositing the same.
c) According to the information and explanations given to
us, no undisputed amounts payable in respect of
Provident Fund, Employees’State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess
and other material statutory dues were in arrears as at
March 31, 2009 for a period of more than six months from
the day they became payable.
d) According to the information and explanations given to
us, there are no dues of Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs duty and Cess, which have not
Auditors’ Report
5352 Annual Report 2008-09 TAKE Solutions Limited
Auditors’ Report
Auditors’Report to the Members of TAKE Solutions Limited
1. We have audited the attached Balance Sheet of
(‘the company’) as at and
the Profit & Loss Account and the Cash Flow Statement of the
Company for the year ended on that date annexed thereto.
These financial statements are the responsibility of the
Company’s Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with Auditing
Standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003
(‘the Order’) as amended, issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the
Companies Act, 1956 (‘the Act’), we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the
said order.
Further to our comments in the Annexure referred to above, we
report that:
a) We have obtained all the information and explanations,
which, to the best of our knowledge and belief, were
necessary for the purposes of our audit;
b) In our opinion, proper books of account, as required by
law have been kept by the Company so far as appears
from our examination of those books and proper returns
adequate for the purpose of our audit have been received
from the branches not visited by us.
c) The accounts of the overseas branch of the Company
have been audited by another firm of auditors. The report
of such auditors on the accounts of the said branch has
been forwarded to us and dealt with in the manner
considered necessary in preparing our report.
d) The Balance Sheet, the Profit & Loss Account and the
Cash Flow Statement dealt with by this Report are in
agreement with the books of account of the Company
and the audited returns from the overseas branch.
TAKE
Solutions Limited 31st March 2009
e) In our opinion, the Balance Sheet, the Profit & Loss
Account & the Cash Flow Statement dealt with by this
report comply with the Accounting Standards referred to
in Sub-section (3C) of Section 211 of the Companies Act,
1956.
f) On the basis of written representation received from the
directors as on March 31, 2009 and taken on record by
the Board of Directors, we report that none of the director
is disqualified as on March 31, 2009 from being
appointed as a director in terms of Section 274 (1)(g) of
the Companies Act 1956.
g) In our opinion and to the best of our information and
according to the explanations given to us, the said
Balance Sheet, Profit and Loss Account & Cash Flow
Statement read with Schedules and Notes thereon, give
the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India:
(i) in the case of the Balance Sheet of the Company, of the
State of affairs of the Company as at 31st March 2009;
(ii) in the case of the Profit and Loss Account, of the Profit of
the Company for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows
for the year ended on that date.
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Place: Chennai Partner
Date: May 22, 2009 Membership No: 25504
Annexure to the Auditors’Report:
The Annexure referred to in the auditors’ report to the
members of TAKE Solutions Limited (the company) for the year
ended March 31, 2009. We report that:
1. a) The Company has maintained proper records showing
full particulars including quantitative details and
situation of fixed assets.
b) The assets have been physically verified by the
management at periodic intervals, which in our opinion,
is reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies
have been noticed on such verification. In respect of
assets lying at branches, which have not been physically
verified, there is a process of obtaining confirmation
from the respective branches.
c) The Company has not disposed off substantial part of its
fixed assets, which will affect the going concern status of
the Company.
2. a) The Stock of traded goods of the Company has been
physically verified at periodic intervals during the year
by the management. In our opinion, the frequency of
such verification is adequate.
b) In our opinion, and according to the information and
explanations given to us, the procedures for physical
verification of inventories followed by the management
are reasonable and adequate in relation to the size of the
Company and the nature of its business.
c) In our opinion, the company has maintained proper
records of inventory .The discrepancies noticed between
the physical stocks as verified and the book records were
not material and have been properly dealt with in the
books of account.
3. The Company has granted unsecured loan to its
subsidiaries. The maximum balance outstanding at any
point of time during the year from the subsidiary was Rs
1,040,828 (in 000’s). In our opinion and according to the
information and explanations given to us, the terms and
conditions of the loans are not prima-facie prejudicial to
the interest of the company. In respect of the said loan,
the same is repayable on demand and therefore the
question of overdue amounts does not arise.
The company has not taken any loan, secured or
unsecured, during the year from companies, firms or
other parties covered in the register maintained under
Section 301 of the Companies Act, 1956. Consequently,
the requirements of the clauses (iii) (f) and (iii) (g) of
paragraph 4 of the Order are not applicable.
4. In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
company and the nature of its business with regard to
purchase of inventory and fixed assets and for the sale of
goods and services. During the course of audit, no major
weakness has been noticed in the internal control system.
5. In our opinion, and according to the information and the
explanations given to us, there are contracts or
arrangements, the particulars of which has been entered
into the register maintained under section 301 of the
Companies Act, 1956. During the year, there is no
transaction exceeding the value of Rs. 5,00,000 and
accordingly, paragraph 4(v) of the Order is not
applicable.
6. The Company has not accepted any deposits from the
public. Accordingly, paragraph 4(vi) of the Order is not
applicable.
7. The Company has adequate internal audit system,
commensurate with the size and nature of the business.
8. Maintenance of cost records has not been prescribed for
the Company by the Central Government under section
209(1) (d) of the Companies Act 1956 for any of the
services rendered by the Company. Accordingly,
paragraph 4(viii) of the Order is not applicable.
9. a) According to the information and explanations given to
us and on the basis of our examination of the records of
the company, amounts deducted /accrued in the books of
account in respect of undisputed statutory dues including
Provident Fund, Employees’State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty and
other material statutory dues have been regularly
deposited during the year by the company with the
appropriate authorities. As explained to us, the Company
did not have any dues on account of Investor Education
and Protection Fund and Excise duty.
b) Further, since the Central Government has till date not
prescribed the amount of cess payable under section
441A of the Companies Act, 1956, we are not in a
position to comment upon the regularity or otherwise of
the Company in depositing the same.
c) According to the information and explanations given to
us, no undisputed amounts payable in respect of
Provident Fund, Employees’State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess
and other material statutory dues were in arrears as at
March 31, 2009 for a period of more than six months from
the day they became payable.
d) According to the information and explanations given to
us, there are no dues of Income Tax, Sales Tax, Wealth
Tax, Service Tax, Customs duty and Cess, which have not
Auditors’ Report
1954 Annual Report 2008-09 TAKE Solutions Limited
Auditors’ Report
been deposited with the appropriate authorities on
account of any dispute.
e) On May 23, 2008 the company has received an order
for the assessment year 2003-04 from Income Tax
Appellate Tribunal (ITAT) disallowing the software
product expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation and
thereby reduce the benefit of carrying forward of losses
by Rs. 159.14 lacs to the subsequent assessment years.
However, no demand has been raised for the said
assessment year. The company has filed an appeal with
the Honorable High Court of Tamil Nadu against the
order of ITAT. The management believes that the ultimate
outcome of the proceeding will not have a material
adverse effect on the company’s financial position and
results of operation and hence, no adjustment has been
made to the financial statements for the year ended
March 31, 2009.
f) Demand from Income tax authorities for payment of
additional tax of Rs. 180.39 lacs has been received upon
completion of their tax review for the assessment year
2006-07. The tax demand is mainly on account of
disallowance of software product development
expenses claimed by the company as revenue
expenditure and instead allowing the same as a capital
expenditure with consequential depreciation. The
matter is pending before the Commissioner of Income
tax (Appeals), Chennai. The company is contesting the
demand and the management including its tax advisors
believe that its position is likely be upheld in the
appellate process. No tax expense has been accrued in
the financial statements for the tax demand raised. The
management believes that the ultimate outcome of the
proceeding will not have a material adverse effect on the
company’s financial position and results of operation.
10. The Financial statements of the Company as on 31st
March 2009 do not show any accumulated losses. The
Company has not incurred any cash losses during the
financial year covered by our audit and in the immediate
preceding financial year. Accordingly, paragraph 4(x) of
the Order is not applicable.
11. According to the records of the Company examined by
us and the information and explanations given to us by
the management, the Company has not defaulted in
repayment of dues with respect to loans taken from any
financial institutions and banks as at Balance Sheet date.
12. Based on our examination and according to the
information and explanations given to us, the company
has not granted loans and advances based on security by
way of pledge of shares, debentures and other securities.
Accordingly, paragraph 4(xii) of the Order is not
applicable.
13. In our opinion and according to the information and
explanations given to us, the Company is not a chit fund/
nidhi/ mutual benefit fund/society. Accordingly,
paragraph 4(xiii) of the Order is not applicable.
14. According to the information and explanations given to
us, the Company is not dealing or trading in shares,
securities, debentures and other investments.
Accordingly, paragraph 4(xiv) of the Order is not
applicable.
15. According to the information and explanations given to
us, the Company has given corporate guarantee for loans
taken by one of its subsidiaries from banks to the tune of
Rs. 50 Million and the terms and conditions are not
prejudicial to the interest of the company.
16. The company has taken term loan from bank and has
applied the same for the purpose for which the Loan was
taken.
17. On the basis of our examination of the Balance Sheet of
the Company and according to the information and
explanations given to us, in our opinion, funds raised on
short-term basis have not been used for long-term
investment and vice versa.
18. The company has not allotted any shares on preferential
basis to Companies / firms / parties covered in the
Register maintained under section 301 of the Companies
Act, 1956. Accordingly paragraph 4(xviii) of the Order is
not applicable.
19. The company has not issued any secured debentures.
Accordingly paragraph 4(xix) of the Order is not
applicable.
20. The Company has not raised any money by public issues
during the year. Accordingly, paragraph 4(xx) of the
Order is not applicable.
21. According to the information and explanations given to
us, no fraud on or by the company has been noticed or
reported during the course of our audit.
For Sundar Srini & Sridhar
Chartered Accountants
S. Sridhar
Place: Chennai Partner
Date: May 22, 2009 Membership No: 25504
Balance Sheet
55TAKE Solutions Limited18 Annual Report 2008-09
Amount in Rs. '000
Share Capital 1 169,109 169,109
Reserves and Surplus 2 2,268,608 2,331,571
Secured Loans 3 135,269 1,096
37,706 42,568
4
Gross Block 74,805 54,839
Less: Depreciation 23,139 14,417
Net Block
5 96,457 115,072
6 1,393,607 1,163,279
550 550
7 1,419,136 1,483,444
8 350,724 258,423
12
SOURCES OF FUNDS SCHEDULE 31.03.2009 31.03.2008
Shareholders Funds
Loan Funds
Deferred Tax Liability
2,610,692 2,544,344
APPLICATION OF FUNDS
Fixed Assets
51,666 40,422
Capitalised Software Product costs
Investments
Deferred Tax Asset
Current Assets, Loans and Advances
Current Liabilities and Provisions
Net Current Assets 1,068,412 1,225,021
2,610,692 2,544,344
Significant Accounting Policies & Notes to Accounts
The Schedules referred to above form an integral part of financial statements
“As per our report of even date”
Balance Sheet as at
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
5756 Annual Report 2008-09 TAKE Solutions Limited
Cash Flow Statement
Amount in Rs. '000
153,532 270,726
Depreciation 9,089 5,840
Interest Expenses 14,008 42,414
(Profit)/Loss on Sale of Fixed Assets 276 -
Provision for Gratuity, Compensated absences & Other benefits 3,604 1,636
Foreign Exchange Adjustments- Loss/ (Gain) (24,654) 2,294
Product Development Expenses written off 59,023 46,237
Bad Debts written off 9,046 8,528
Advances & Miscellaneous Write Offs 144 324
(Increase)/Decrease in Current Assets other than cash & cash equivalents (127,288) (802,533)
Increase/ (Decrease) in Current Liabilities (101,453) 77,250
Interest - Working Capital Loans (10,614) (4,592)
Direct Taxes paid (81,555) (29,973)
Purchase of Fixed Assets - Net (20,610) (20,666)
Product Development Expenses (40,408) (54,412)
Investment in Equity Shares in Subsidiary Companies (8,602) (95,985)
Investment - Others (323,363) (92,500)
Sale of Investments 101,637 -
Proceeds from Issue of Share Capital - 1,864,250
Proceeds from Long term Borrowings - 1,096
Proceeds from Working Capital Demand Loans 134,549 -
Share Issue Expenses - (127,294)
Repayment of Long term Borrowings (376) (814,669)
Dividends Paid (26,455) -
Interest- Long Term Loans (63) (37,822)
Net Increase/(Decrease) in Cash & Cash equivalents (280,533) 240,149
Add: Cash and Cash equivalent as at the beginning of the year 376,424 136,275
Cash & Cash equivalent as at the end of the year 95,891 376,424
PARTICULARS 31.03.2009 31.03.2008
NET PROFIT/ (LOSS) BEFORE TAX
Adjustments for
Operating Profit before working Capital Changes 224,068 377,999
Cash flow from/ (used in) Operations (4,673) (347,284)
NET CASH USED IN OPERATING ACTIVITIES (96,842) (381,849)
NET CASH USED IN INVESTING ACTIVITIES (291,346) (263,563)
NET CASH FLOW FROM FINANCING ACTIVITIES 107,655 885,561
The above Cash Flow Statement forms an integral part of financial statements
A) CASH FLOW FROM OPERATING ACTIVITIES
B) CASH FLOW FROM INVESTING ACTIVITIES
C) CASH FLOW FROM FINANCING ACTIVITIES
“As per our report of even date”
Cash Flow Statement for the year ended
For and on behalf of the Board of Directors
For Sundar Srini & Sridhar S. Sridharan R. Seshadri
S.Sridhar P. Srinivasan
Chartered Accountants Managing Director Executive Director
Partner Company Secretary
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Profit and Loss Account
Amount in Rs. '000 (except per share data)
Revenue from Operations 589,900 874,307
Other Income 9 36,815 8,587
Employee Cost 10 128,754 99,518
Operation & Other Expenses 11 262,309 418,159
Profit Before Interest,Amortisation,Depreciation & Tax
Interest 14,008 42,414
Profit Before Amortisation,Depreciation & Tax
Product Development Expenses Written off 59,023 46,237
Profit Before Depreciation & Tax
Depreciation 9,089 5,840
Profit Before Tax
- Current Tax 28,731 58,000
- Deferred Tax (4,862) 4,550
- Fringe Benefit Tax 2,051 1,700
Short Provision For Tax for the earlier year 213 -
Balance brought forward from Previous Year - Profit
Proposed Equity Dividend 24,000 24,000
Proposed Preference Dividend 252 2,455
Dividend Distribution Tax 4,203 4,537
Appropriation to General Reserve 9,555 15,486
Equity Shares of par value Re. 1/- each
Basic EPS ( in Rs.) 1.06 1.84
Diluted EPS ( in Rs.) 1.06 1.84
12
PARTICULARS SCHEDULE 31.03.2009 31.03.2008
Income
626,715 882,894
Expenses
391,063 517,677
235,652 365,217
221,644 322,803
162,621 276,566
153,532 270,726
Provision for Taxation
Profit After Tax 127,612 206,476
324,707 164,709
Amount available for Appropriations 452,106 371,185
Balance carried to Balance Sheet 414,096 324,707
Earnings Per Share
Significant Accounting Policies & Notes to Accounts
The Schedules referred to above form an integral part of financial statements
“As per our report of even date”
Profit and Loss Account for the year ended
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
5756 Annual Report 2008-09 TAKE Solutions Limited
Cash Flow Statement
Amount in Rs. '000
153,532 270,726
Depreciation 9,089 5,840
Interest Expenses 14,008 42,414
(Profit)/Loss on Sale of Fixed Assets 276 -
Provision for Gratuity, Compensated absences & Other benefits 3,604 1,636
Foreign Exchange Adjustments- Loss/ (Gain) (24,654) 2,294
Product Development Expenses written off 59,023 46,237
Bad Debts written off 9,046 8,528
Advances & Miscellaneous Write Offs 144 324
(Increase)/Decrease in Current Assets other than cash & cash equivalents (127,288) (802,533)
Increase/ (Decrease) in Current Liabilities (101,453) 77,250
Interest - Working Capital Loans (10,614) (4,592)
Direct Taxes paid (81,555) (29,973)
Purchase of Fixed Assets - Net (20,610) (20,666)
Product Development Expenses (40,408) (54,412)
Investment in Equity Shares in Subsidiary Companies (8,602) (95,985)
Investment - Others (323,363) (92,500)
Sale of Investments 101,637 -
Proceeds from Issue of Share Capital - 1,864,250
Proceeds from Long term Borrowings - 1,096
Proceeds from Working Capital Demand Loans 134,549 -
Share Issue Expenses - (127,294)
Repayment of Long term Borrowings (376) (814,669)
Dividends Paid (26,455) -
Interest- Long Term Loans (63) (37,822)
Net Increase/(Decrease) in Cash & Cash equivalents (280,533) 240,149
Add: Cash and Cash equivalent as at the beginning of the year 376,424 136,275
Cash & Cash equivalent as at the end of the year 95,891 376,424
PARTICULARS 31.03.2009 31.03.2008
NET PROFIT/ (LOSS) BEFORE TAX
Adjustments for
Operating Profit before working Capital Changes 224,068 377,999
Cash flow from/ (used in) Operations (4,673) (347,284)
NET CASH USED IN OPERATING ACTIVITIES (96,842) (381,849)
NET CASH USED IN INVESTING ACTIVITIES (291,346) (263,563)
NET CASH FLOW FROM FINANCING ACTIVITIES 107,655 885,561
The above Cash Flow Statement forms an integral part of financial statements
A) CASH FLOW FROM OPERATING ACTIVITIES
B) CASH FLOW FROM INVESTING ACTIVITIES
C) CASH FLOW FROM FINANCING ACTIVITIES
“As per our report of even date”
Cash Flow Statement for the year ended
For and on behalf of the Board of Directors
For Sundar Srini & Sridhar S. Sridharan R. Seshadri
S.Sridhar P. Srinivasan
Chartered Accountants Managing Director Executive Director
Partner Company Secretary
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Profit and Loss Account
Amount in Rs. '000 (except per share data)
Revenue from Operations 589,900 874,307
Other Income 9 36,815 8,587
Employee Cost 10 128,754 99,518
Operation & Other Expenses 11 262,309 418,159
Profit Before Interest,Amortisation,Depreciation & Tax
Interest 14,008 42,414
Profit Before Amortisation,Depreciation & Tax
Product Development Expenses Written off 59,023 46,237
Profit Before Depreciation & Tax
Depreciation 9,089 5,840
Profit Before Tax
- Current Tax 28,731 58,000
- Deferred Tax (4,862) 4,550
- Fringe Benefit Tax 2,051 1,700
Short Provision For Tax for the earlier year 213 -
Balance brought forward from Previous Year - Profit
Proposed Equity Dividend 24,000 24,000
Proposed Preference Dividend 252 2,455
Dividend Distribution Tax 4,203 4,537
Appropriation to General Reserve 9,555 15,486
Equity Shares of par value Re. 1/- each
Basic EPS ( in Rs.) 1.06 1.84
Diluted EPS ( in Rs.) 1.06 1.84
12
PARTICULARS SCHEDULE 31.03.2009 31.03.2008
Income
626,715 882,894
Expenses
391,063 517,677
235,652 365,217
221,644 322,803
162,621 276,566
153,532 270,726
Provision for Taxation
Profit After Tax 127,612 206,476
324,707 164,709
Amount available for Appropriations 452,106 371,185
Balance carried to Balance Sheet 414,096 324,707
Earnings Per Share
Significant Accounting Policies & Notes to Accounts
The Schedules referred to above form an integral part of financial statements
“As per our report of even date”
Profit and Loss Account for the year ended
For and on behalf of the Board of Directors
S. Sridharan R. Seshadri
P. Srinivasan
Managing Director Executive Director
Company Secretary
For Sundar Srini & Sridhar
S.Sridhar
Chartered Accountants
Partner
Membership No: 25504
Place : Chennai
Date: May 22, 2009
Schedules to and forming part of Balance Sheet as at
5958 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Balance Sheet as at
Capital Reserve 36,246 36,246
Balance at the beginning of the year 2,044,292 252,126
Received during the year 86,400 1,927,110
Less: Share Issue Expenses written off - 134,944
2,130,692 2,044,292
Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 2(a) in
Notes to Accounts 175,560 89,160
At the Commencement of the year -
Additions during the year (163,430) -
-
Opening Balance 15,486 -
Add: Transfer from Profit and Loss Account 9,555 15,486
Less: Deferred employee compensation expense -
-
Balance as per Account annexed 414,096 324,707
(Secured against Stock & Book debts) 134,549 -
From Banks 720 1,096
(Secured against Car)
Amount in Rs. '000
PARTICULARS 31.03.2008
Schedule 2
31.03.2009
Reserves and Surplus
36,246 36,246
Securities Premium Account
1,955,132 1,955,132
Hedging Reserve (refer AS 30 in Schedule 12)
(163,430)
General Reserve
25,041 15,486
Stock Option Outstanding Account 4,442
(2,919)
1,523
Profit & Loss Account
414,096 324,707
2,268,608 2,331,571
135,269 1,096
Schedule 3
Secured Loans
Working Capital Loans_Banks
Hire Purchase Loans
Amount in Rs. '000
350,000,000 equity shares of Re.1/- each & 15,000,000 preference shares of Rs.10/- each 500,000 200,000
(15,000,000 equity shares of Rs.10/- each & 5,000,000 preference shares of Rs.10/- each)
(The Authorised Share Capital was increased to Rs. 50 crores by creation of 200,000,000
equity shares of face value Re.1/- each & 10,000,000 preference shares of Rs.10/- each)
122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of
Rs.10/- each fully paid up) 122,400 121,200
(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares
of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)
(Of the above 17,772,920 equity shares of Re.1/- each(Previous Year 1,777,292 equity
shares of Rs.10/- each) allotted as fully paid -up by way of bonus shares during the
Financial Year 2005-06)
(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity
shares of Rs.10/-each) were issued as fully paid up shares consequent to the merger of
erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium
Infocomm Limited during the financial year 2003-04)
Note : Pursuant to the approval of shareholders in their Annual General Meeting held on
22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently
the number of shares issued, subscribed and paid up Share Capital of the company has been
changed to 122,400,000 equity shares of Re.1/- each.
Less: Shares issued and lying with ESOS Trust - Refer Note No. 2(a) in Notes to Accounts 2,400 1,200
Adjusted Issued and Subscribed Capital 120,000 120,000
4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up
(4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109
(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding
Company TAKE Solutions Pte. Ltd. Singapore.)
PARTICULARS 31.03.2009 31.03.2008
500,000 200,000
169,109 169,109
Schedule 1
Share Capital
Authorised Share Capital
Issued, Subscribed and Paid up Share Capital
Equity Share Capital
Preference Share Capital
Schedules to and forming part of Balance Sheet as at
5958 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Balance Sheet as at
Capital Reserve 36,246 36,246
Balance at the beginning of the year 2,044,292 252,126
Received during the year 86,400 1,927,110
Less: Share Issue Expenses written off - 134,944
2,130,692 2,044,292
Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 2(a) in
Notes to Accounts 175,560 89,160
At the Commencement of the year -
Additions during the year (163,430) -
-
Opening Balance 15,486 -
Add: Transfer from Profit and Loss Account 9,555 15,486
Less: Deferred employee compensation expense -
-
Balance as per Account annexed 414,096 324,707
(Secured against Stock & Book debts) 134,549 -
From Banks 720 1,096
(Secured against Car)
Amount in Rs. '000
PARTICULARS 31.03.2008
Schedule 2
31.03.2009
Reserves and Surplus
36,246 36,246
Securities Premium Account
1,955,132 1,955,132
Hedging Reserve (refer AS 30 in Schedule 12)
(163,430)
General Reserve
25,041 15,486
Stock Option Outstanding Account 4,442
(2,919)
1,523
Profit & Loss Account
414,096 324,707
2,268,608 2,331,571
135,269 1,096
Schedule 3
Secured Loans
Working Capital Loans_Banks
Hire Purchase Loans
Amount in Rs. '000
350,000,000 equity shares of Re.1/- each & 15,000,000 preference shares of Rs.10/- each 500,000 200,000
(15,000,000 equity shares of Rs.10/- each & 5,000,000 preference shares of Rs.10/- each)
(The Authorised Share Capital was increased to Rs. 50 crores by creation of 200,000,000
equity shares of face value Re.1/- each & 10,000,000 preference shares of Rs.10/- each)
122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of
Rs.10/- each fully paid up) 122,400 121,200
(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares
of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)
(Of the above 17,772,920 equity shares of Re.1/- each(Previous Year 1,777,292 equity
shares of Rs.10/- each) allotted as fully paid -up by way of bonus shares during the
Financial Year 2005-06)
(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity
shares of Rs.10/-each) were issued as fully paid up shares consequent to the merger of
erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium
Infocomm Limited during the financial year 2003-04)
Note : Pursuant to the approval of shareholders in their Annual General Meeting held on
22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently
the number of shares issued, subscribed and paid up Share Capital of the company has been
changed to 122,400,000 equity shares of Re.1/- each.
Less: Shares issued and lying with ESOS Trust - Refer Note No. 2(a) in Notes to Accounts 2,400 1,200
Adjusted Issued and Subscribed Capital 120,000 120,000
4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up
(4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109
(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding
Company TAKE Solutions Pte. Ltd. Singapore.)
PARTICULARS 31.03.2009 31.03.2008
500,000 200,000
169,109 169,109
Schedule 1
Share Capital
Authorised Share Capital
Issued, Subscribed and Paid up Share Capital
Equity Share Capital
Preference Share Capital
Schedules to and forming part of Balance Sheet as at
60 Annual Report 2008-09 61TAKE Solutions Limited
Schedules to and forming part of Balance Sheet as at
155,480 161,309
96,457 115,072
A 1,070,244 1,070,779
Non - Trade Investments - quoted (valued at lower of cost or market value)
Non - Trade Investments - unquoted (valued at lower of cost or market value)
B 323,363 92,500
A + B 1,393,607 1,163,279
323,363
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Capitalised Software Product costs
Schedule 6
A. Investments-Long Term (At Cost)
Unquoted Shares (fully paid equity shares)
B. Current Investments
Schedule 5
Opening Balance 115,072 106,897
Add: Cost Capitalised During the Year 40,408 54,412
Less:Amortised during the Year 59,023 46,237
Investments in Subsidiary Companies
Autopartsasia Private Ltd 34,921 34,921
30,128 (30,128 ) Equity shares of Rs 10/- each
TAKE United Sdn Bhd(Formerly Known as Millennium Business Solutions Sdn Bhd) Malaysia 26,489 26,489
2,097,499 (2,097,499 ) Equity shares of RM 1 each
TAKE Solutions Inc USA 501,132 501,132
11,400,000 (11,400,000) Equity shares of US $ 1 each
TOWELL TAKE Solutions LLC - 9,137
Nil (76,500) Equity Shares of Omani Riyal 1 each
CMNK Consultancy & Services Pvt.Ltd 499,100 499,100
5,000,000 (5,000,000) equity shares of Rs.10/- each
TOWELL TAKE Investments LLC 8,602 -
76,500 (Nil) Equity Shares of Omani Riyal 1 each
UTI Mutual Fund 63,363 -
(No. of units purchased - 63344.938)
10.5% Secured, Redeemable Non-Convertible Debentures of Shriram Transport Finance
Company Limited 260,000 -
Investments in Fixed Deposits of Company - 92,500
Market Value of Quoted Investments -
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Schedules to and forming part of Balance Sheet as at
60 Annual Report 2008-09 61TAKE Solutions Limited
Schedules to and forming part of Balance Sheet as at
155,480 161,309
96,457 115,072
A 1,070,244 1,070,779
Non - Trade Investments - quoted (valued at lower of cost or market value)
Non - Trade Investments - unquoted (valued at lower of cost or market value)
B 323,363 92,500
A + B 1,393,607 1,163,279
323,363
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Capitalised Software Product costs
Schedule 6
A. Investments-Long Term (At Cost)
Unquoted Shares (fully paid equity shares)
B. Current Investments
Schedule 5
Opening Balance 115,072 106,897
Add: Cost Capitalised During the Year 40,408 54,412
Less:Amortised during the Year 59,023 46,237
Investments in Subsidiary Companies
Autopartsasia Private Ltd 34,921 34,921
30,128 (30,128 ) Equity shares of Rs 10/- each
TAKE United Sdn Bhd(Formerly Known as Millennium Business Solutions Sdn Bhd) Malaysia 26,489 26,489
2,097,499 (2,097,499 ) Equity shares of RM 1 each
TAKE Solutions Inc USA 501,132 501,132
11,400,000 (11,400,000) Equity shares of US $ 1 each
TOWELL TAKE Solutions LLC - 9,137
Nil (76,500) Equity Shares of Omani Riyal 1 each
CMNK Consultancy & Services Pvt.Ltd 499,100 499,100
5,000,000 (5,000,000) equity shares of Rs.10/- each
TOWELL TAKE Investments LLC 8,602 -
76,500 (Nil) Equity Shares of Omani Riyal 1 each
UTI Mutual Fund 63,363 -
(No. of units purchased - 63344.938)
10.5% Secured, Redeemable Non-Convertible Debentures of Shriram Transport Finance
Company Limited 260,000 -
Investments in Fixed Deposits of Company - 92,500
Market Value of Quoted Investments -
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6362 Annual Report 2008-09 TAKE Solutions Limited
Schedules to Profit & Loss Account for the year ended
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 8
Current Liabilities and Provisions
Provisions
Schedule 9
Other Income
Schedule 10
Employee Cost
350,724 258,423
36,815 8,587
128,754 99,518
Sundry Creditors - due to other than micro and small & medium enterprises
(refer Note 2(j) in schedule 12) 46,180 141,368
Unclaimed Dividend 408 -
Other Liabilities # 165,795 8,838
# Included under Other Liabilities is Rs. 2,365/- (Rs.8,838/-) payable to subsidiary companies
Deferred Revenue 267 301
Provision For Taxation 96,831 68,101
Provision For Fringe Benefit Tax 6,049 3,998
Provision for Employee Benefits 6,739 4,825
Provision for Equity Dividend 24,000 24,000
Provision for Preference Dividend 252 2,455
Provision for Dividend Distribution Tax 4,203 4,537
Dividend Income 2,772 2,124
Interest Income* 8,764 5,855
*[Tax Deducted at Source Rs. 1,750 (Rs.1,343)]
Foreign Exchange Fluctuation Gain (Net) 24,654 -
Miscellaneous Income 625 608
Salaries & other Allowances 111,558 87,290
Staff Welfare 9,605 7,743
Contribution to PF and Other Funds 3,599 2,849
Other Employee Benefits 3,992 1,636
Schedules to and forming part of Balance Sheet as at
Inventories 2,264 931
Debts due for more than Six months
Considered Good 7,507 45,007
Considered Doubtful 2,473 -
Other Debts - considered Good 106,287 251,237
Less: Provision for doubtful debts (2,473) -
Cash on Hand 14 99
in Current Accounts * 95,383 376,053
in Fixed Deposits - 3
Bank of America, USA 494 269
a) Advances recoverable in cash or in kind or for value to 217,121 275,177
be received @
b) Deposits 11,203 27,170
c) Other Receivables # 978,863 507,498
* Balances with scheduled banks in current account include the balance of ESOP
Trust of Rs.244/-(Rs. 5/-)
@ Included under Advances is Rs. 62,190/- (Nil) receivable from a subsidiary company
# Included under Other Receivables is Rs. 978,863/- (Rs.474,663/-) receivable from
subsidiary companies
# Included under Other Receivables is Rs. Nil (Rs. 172/-) receivable from holding company
Bank of America, USA 627 63,991
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Sundry Debtors-(Unsecured)
113,794 296,244
Cash and Bank Balances
Loans and Advances (Unsecured -Considered good)
1,419,136 1,483,444
Maximum Balances during the year with Non-scheduled Bank
Current Assets, Loans and Advances
Current Assets
Schedule 7
Balances with Scheduled Banks
Balance with Foreign Banks in Current Account
6362 Annual Report 2008-09 TAKE Solutions Limited
Schedules to Profit & Loss Account for the year ended
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 8
Current Liabilities and Provisions
Provisions
Schedule 9
Other Income
Schedule 10
Employee Cost
350,724 258,423
36,815 8,587
128,754 99,518
Sundry Creditors - due to other than micro and small & medium enterprises
(refer Note 2(j) in schedule 12) 46,180 141,368
Unclaimed Dividend 408 -
Other Liabilities # 165,795 8,838
# Included under Other Liabilities is Rs. 2,365/- (Rs.8,838/-) payable to subsidiary companies
Deferred Revenue 267 301
Provision For Taxation 96,831 68,101
Provision For Fringe Benefit Tax 6,049 3,998
Provision for Employee Benefits 6,739 4,825
Provision for Equity Dividend 24,000 24,000
Provision for Preference Dividend 252 2,455
Provision for Dividend Distribution Tax 4,203 4,537
Dividend Income 2,772 2,124
Interest Income* 8,764 5,855
*[Tax Deducted at Source Rs. 1,750 (Rs.1,343)]
Foreign Exchange Fluctuation Gain (Net) 24,654 -
Miscellaneous Income 625 608
Salaries & other Allowances 111,558 87,290
Staff Welfare 9,605 7,743
Contribution to PF and Other Funds 3,599 2,849
Other Employee Benefits 3,992 1,636
Schedules to and forming part of Balance Sheet as at
Inventories 2,264 931
Debts due for more than Six months
Considered Good 7,507 45,007
Considered Doubtful 2,473 -
Other Debts - considered Good 106,287 251,237
Less: Provision for doubtful debts (2,473) -
Cash on Hand 14 99
in Current Accounts * 95,383 376,053
in Fixed Deposits - 3
Bank of America, USA 494 269
a) Advances recoverable in cash or in kind or for value to 217,121 275,177
be received @
b) Deposits 11,203 27,170
c) Other Receivables # 978,863 507,498
* Balances with scheduled banks in current account include the balance of ESOP
Trust of Rs.244/-(Rs. 5/-)
@ Included under Advances is Rs. 62,190/- (Nil) receivable from a subsidiary company
# Included under Other Receivables is Rs. 978,863/- (Rs.474,663/-) receivable from
subsidiary companies
# Included under Other Receivables is Rs. Nil (Rs. 172/-) receivable from holding company
Bank of America, USA 627 63,991
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Sundry Debtors-(Unsecured)
113,794 296,244
Cash and Bank Balances
Loans and Advances (Unsecured -Considered good)
1,419,136 1,483,444
Maximum Balances during the year with Non-scheduled Bank
Current Assets, Loans and Advances
Current Assets
Schedule 7
Balances with Scheduled Banks
Balance with Foreign Banks in Current Account
1964 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Balance Sheet as at
Amount in Rs. '000
PARTICULARS 31.03.2009 31.03.2008
Schedule 11
Operation & Other Expenses
Audit Fees 1,001 1,071
Bad Debts 9,046 8,528
Bank Charges 146 3,571
Books & Periodicals 35 23
Brokerage & Commission 79 -
Communication Expenses 5,494 3,390
Computer Expenses 558 1,799
Conveyance 1,594 1,073
Domestic Travel - Director 1,757 1,404
Domestic Travel - Others 4,696 2,433
Charity (CSR) 1,250 -
Electricity Charges 5,436 5,804
Foreign Travel - Director 3,090 1,967
Foreign Travel - Others 6,605 4,218
Insurance 762 347
Loss on Discarding of Asset 276 -
Marketing Expenses 12,658 11,877
Meeting & Conference 424 264
Miscellaneous Write Off 144 324
Office Expenses 575 29
Postage , Telegram & Courier Exp. 1,256 457
Printing & Stationery 2,446 1,121
Professional Charges - Others 43,973 1,414
Rent, Rates & Taxes 17,230 12,640
Repairs & Maintenance 6,612 3,570
Security Expenses 464 433
Subscription Charges 316 106
IT - Infrastructure & Support Services 57,974 55,927
Supply Chain Management Expenses - 11,121
Software & Consultancy Expenses 76,412 280,954
Foreign Exchange Fluctuation Loss - 2,294
Total 262,309 418,159
6518 Annual Report 2008-09 TAKE Solutions Limited
1. Significant Accounting Policies and Notes on Accounts
AS-1: Disclosure of Accounting Policies
Basis of preparation of financial statements
Use of Estimates
AS-2: Valuation of Inventories
AS-3: Cash Flow Statement
The financial statements have been prepared to comply
in all material respects with the mandatory Accounting
Standards issued by the Institute of Chartered
Accountants of India (ICAI) and the relevant provisions
of the Companies Act, 1956. The financial statements
have been prepared under the historical cost convention
on the accrual basis of accounting except for certain
financial instruments which are measured at fair values.
The accounting policies have been consistently applied
by the Company and are consistent with those used
during the previous year.
Pursuant to the ICAI announcement “Accounting for
Derivatives” on the early adoption of Accounting
Standard AS 30 “Financial Instruments: Recognition and
Measurement”, the Company has adopted the standard
for the year under audit, to the extent that the adoption
does not conflict with existing mandatory Accounting
Standards and other authoritative pronouncements,
Company law and other regulatory requirements.
The presentation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the amounts reported in the financial statements
and accompanying notes. Although these estimates are
based on management's best knowledge of current
events and actions the Company may undertake in
future, actual results ultimately may differ from the
estimates. Any revision to accounting estimates is
recognised prospectively in future periods.
Inventories are valued at the lower of cost measured on
Weighted Average basis or net realisable value. Cost
includes, purchase price and all other costs like duties &
taxes incurred in bringing the inventories to the present
location.
Cash flows are reported using the Indirect Method,
whereby net profit before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The
cash flows from regular revenue generating, investing
and financing activities of the Company are segregated.
The Cash flow statement forms part of the financial
Statements.
AS-4: Contingencies and events occurring after the Balance
Sheet date
AS-5: Net Profit or Loss for the period, prior period items and
changes in accounting policies
Nil
AS-6: Depreciation Accounting
AS-7: Accounting for Construction Contracts
AS-8: Accounting for Research and Development
AS-9: Revenue Recognition
1. Software & Consultancy Revenue
a) Contingencies occurring after balance sheet
date – Nil
b) Events occurring after Balance Sheet Date:
The Company has redeemed 4,406,000 5% Non-
Cumulative Preference Shares of Rs. 10 each held by
its Holding Company TAKE Solutions Pte Ltd at par
on 16.04.2009.
(a)
All items of income and expenses in the year are
included in the determination of net profit for the
year, unless specifically mentioned elsewhere in the
financial statements or is required by an Accounting
Standard.
(b)
(c)
There are no significant changes in the accounting
policies of the Company from that of the previous
year.
(d)
There are no significant changes in the accounting
estimates of the Company from that of the previous
year.
Fixed assets are depreciated on Straight Line Method
(SLM) at the rates and in the manner prescribed under
Schedule XIV to the Companies Act, 1956. For the assets
acquired during the year, depreciation has been charged
on pro-rata basis.
The above Standard is not applicable to the Company, as
it is not engaged in the business of construction.
This standard has been withdrawn with effect from 1-4-
2003 consequent to the introduction of Accounting
Standard AS-26 on Accounting for Intangible Assets.
The Contracts between the Company and its customers
Net profit for the year:
Prior period items:
Accounting policies:
Accounting Estimates:
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009 Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
66 Annual Report 2008-09 67TAKE Solutions Limited
e)
(i) Divestments in Subsidiary Companies:
During the year, the Company has transferred its
entire holding in TOWELL TAKE Solutions LLC., to
TAKE Solutions MEA Ltd, Dubai, for a total
Divestments consideration of Rs. 91,36,690.
(ii) Other Divestments:
During the year, the Company has redeemed the
fixed deposits with Shriram City Union Finance
Limited for Rs. 9,25,00,000.
Note: During the year, the Company has purchased and sold the following investments.
S. No PURCHASE SALE
Units Value in000’s 000’s
1 IDFC Floating Rate Fund-LT-Inst 4,517,389.40 45,199 4,517,389.40 45,199
2 IDFC- Liquid plus Daily Dividend 3,268,472.62 32,703 3,268,472.62 32,703
3 AIG India Liquid Fund Retail Daily Dividend 20,138.22 20,154 20,138.22 20,154
4 HDFC Cash Management Fund-Savings Plus 5,020,517.12 50,363 5,020,517.12 50,363
5 IDFC Liquid Plus Fund- Treasury 597,222.56 6,014 597,222.56 6,014
6 UTI- liquid plus fund institutional plan 70,960.53 70,976 70,960.53 70,976
Units Value in
Plan B-Daily Dividend.
Plan-Wholesale-Daily Dividend
Plan-Daily Dividend
[daily dividend option]-Reinvestment
AS 14: Accounting for Amalgamation
AS-15: Accounting for Retirement benefits
a. Provident Fund
During the year, no amalgamation has taken place.
The Company makes contribution to statutory
provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions Act,
1952 which is a defined contribution plan and
contribution paid or payable is recognized as an
expense in the period in which the services are
rendered by the employee.
Gratuity is a defined benefit scheme and is accrued
based on actuarial valuations at the balance sheet
date, carried out by an independent actuary.
Provision for leave encashment benefits is made
based on the actuarial valuation as at the Balance
Sheet Date.
The Following table sets out status of the gratuity plan
as required under AS 15 (Revised)
b. Gratuity
c. Leave Encashment
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
are either time and material contracts or fixed price
contracts.
a) Revenue from fixed-price contracts is recognised
according to the milestones achieved as specified in the
contracts on the Proportionate Completion Method
based on the work completed. Any anticipated losses
expected upon the contract completion are recognized
immediately. Changes in job performance, conditions
and estimated profitability may result in revisions and
corresponding revenues and costs are recognized in the
year in which such changes are identified.
b) In respect of time and material contract, revenue is
recognized in the year in which the services are
provided. Unbilled revenue represents cost and earnings
in excess of billings while deferred revenue represents
the billing in excess of cost and earnings.
c) Revenue from product sale and licensing
arrangements are recognized on delivery and
installation.
Income from sale of IT Infrastructure is recognized upon
completion of sale. Income from Support Services is
recognized upon rendering of the services. Income from
maintenance contracts relating to the year is recognized
when the contracts are entered into on a time
proportionate basis.
(a) Interest income is recognized using time proportion
method based on rates implicit in the transaction.
(b) Dividend income is recognized when the
Company's right to receive dividend is established.
(c) Miscellaneous income is recognized on accrual
basis.
Fixed Assets are stated at cost, less accumulated
depreciation. Fixed assets are capitalised at acquisition
cost, which comprises of freight, installation cost, duties,
taxes, and other directly attributable cost of bringing the
assets to its working condition for the intended use.
a) - All monetary items denominated in
foreign currency are reflected at the closing exchange
rates prevailing on the Balance Sheet date; the resultant
exchange differences are recognized in the profit and
loss account. Non-monetary items which are carried in
2. Sale of IT Infrastructure and Support Services
3. Other Incomes
AS-10: Accounting for Fixed Assets
AS-11: Accounting for effects in foreign exchange rates
Conversion
terms of historical cost denominated in a foreign currency
are reported using the exchange rate at the date of the
transaction.
b) - Income and Expenditure items
involving foreign exchange are translated at the
exchange rate prevailing on the dates of transaction.
c) - Exchange differences arising
on foreign exchange transactions settled during the year
are recognized in the Profit & Loss Account for the year.
d) – The financial statements of an
integral foreign operation are translated as if the
transactions of the foreign operation have been those of
the Company itself.
For the above accounting year, the above Standard is not
applicable.
a) Long-term investments are carried at cost. Cost
comprises of transfer fee, stamp paper, brokerage etc.
Cost of investments in overseas subsidiaries
comprises the consideration paid for the investment
translated in rupee terms. Any decline in the value of
the long-term investments, other than a temporary
decline, is recognized and charged to the Profit &
Loss Account.
b) Current Investments are carried at the lower of cost
(determined on the specific identification basis) and
fair value. The comparison of cost and fair value is
carried out separately in respect of each investment.
c) Profit or loss on sale of investments is determined on
the specific identification basis.
d)
(i) Investments in Subsidiary Companies:
During the year the Company has subscribed to
76,500 Equity Shares of OMR one each in
TOWELL TAKE Investments LLC., Muscat for a total
consideration of Rs. 86, 02,343.
(ii) Other Investments:
During the year the Company has bought 260,
10.50% Secured, Listed, Redeemable, Non
Convertible Debentures of Rs. 10 lakhs each at par
issued by Shriram Transport Finance Company
Limited on private placement for a total consideration
Rs. 260,000,000.
Initial Recognition
Exchange Differences
Foreign Operations
AS-12: Accounting for Government Grants
AS-13: Accounting for Investments
Investments made during the year:
66 Annual Report 2008-09 67TAKE Solutions Limited
e)
(i) Divestments in Subsidiary Companies:
During the year, the Company has transferred its
entire holding in TOWELL TAKE Solutions LLC., to
TAKE Solutions MEA Ltd, Dubai, for a total
Divestments consideration of Rs. 91,36,690.
(ii) Other Divestments:
During the year, the Company has redeemed the
fixed deposits with Shriram City Union Finance
Limited for Rs. 9,25,00,000.
Note: During the year, the Company has purchased and sold the following investments.
S. No PURCHASE SALE
Units Value in000’s 000’s
1 IDFC Floating Rate Fund-LT-Inst 4,517,389.40 45,199 4,517,389.40 45,199
2 IDFC- Liquid plus Daily Dividend 3,268,472.62 32,703 3,268,472.62 32,703
3 AIG India Liquid Fund Retail Daily Dividend 20,138.22 20,154 20,138.22 20,154
4 HDFC Cash Management Fund-Savings Plus 5,020,517.12 50,363 5,020,517.12 50,363
5 IDFC Liquid Plus Fund- Treasury 597,222.56 6,014 597,222.56 6,014
6 UTI- liquid plus fund institutional plan 70,960.53 70,976 70,960.53 70,976
Units Value in
Plan B-Daily Dividend.
Plan-Wholesale-Daily Dividend
Plan-Daily Dividend
[daily dividend option]-Reinvestment
AS 14: Accounting for Amalgamation
AS-15: Accounting for Retirement benefits
a. Provident Fund
During the year, no amalgamation has taken place.
The Company makes contribution to statutory
provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions Act,
1952 which is a defined contribution plan and
contribution paid or payable is recognized as an
expense in the period in which the services are
rendered by the employee.
Gratuity is a defined benefit scheme and is accrued
based on actuarial valuations at the balance sheet
date, carried out by an independent actuary.
Provision for leave encashment benefits is made
based on the actuarial valuation as at the Balance
Sheet Date.
The Following table sets out status of the gratuity plan
as required under AS 15 (Revised)
b. Gratuity
c. Leave Encashment
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
are either time and material contracts or fixed price
contracts.
a) Revenue from fixed-price contracts is recognised
according to the milestones achieved as specified in the
contracts on the Proportionate Completion Method
based on the work completed. Any anticipated losses
expected upon the contract completion are recognized
immediately. Changes in job performance, conditions
and estimated profitability may result in revisions and
corresponding revenues and costs are recognized in the
year in which such changes are identified.
b) In respect of time and material contract, revenue is
recognized in the year in which the services are
provided. Unbilled revenue represents cost and earnings
in excess of billings while deferred revenue represents
the billing in excess of cost and earnings.
c) Revenue from product sale and licensing
arrangements are recognized on delivery and
installation.
Income from sale of IT Infrastructure is recognized upon
completion of sale. Income from Support Services is
recognized upon rendering of the services. Income from
maintenance contracts relating to the year is recognized
when the contracts are entered into on a time
proportionate basis.
(a) Interest income is recognized using time proportion
method based on rates implicit in the transaction.
(b) Dividend income is recognized when the
Company's right to receive dividend is established.
(c) Miscellaneous income is recognized on accrual
basis.
Fixed Assets are stated at cost, less accumulated
depreciation. Fixed assets are capitalised at acquisition
cost, which comprises of freight, installation cost, duties,
taxes, and other directly attributable cost of bringing the
assets to its working condition for the intended use.
a) - All monetary items denominated in
foreign currency are reflected at the closing exchange
rates prevailing on the Balance Sheet date; the resultant
exchange differences are recognized in the profit and
loss account. Non-monetary items which are carried in
2. Sale of IT Infrastructure and Support Services
3. Other Incomes
AS-10: Accounting for Fixed Assets
AS-11: Accounting for effects in foreign exchange rates
Conversion
terms of historical cost denominated in a foreign currency
are reported using the exchange rate at the date of the
transaction.
b) - Income and Expenditure items
involving foreign exchange are translated at the
exchange rate prevailing on the dates of transaction.
c) - Exchange differences arising
on foreign exchange transactions settled during the year
are recognized in the Profit & Loss Account for the year.
d) – The financial statements of an
integral foreign operation are translated as if the
transactions of the foreign operation have been those of
the Company itself.
For the above accounting year, the above Standard is not
applicable.
a) Long-term investments are carried at cost. Cost
comprises of transfer fee, stamp paper, brokerage etc.
Cost of investments in overseas subsidiaries
comprises the consideration paid for the investment
translated in rupee terms. Any decline in the value of
the long-term investments, other than a temporary
decline, is recognized and charged to the Profit &
Loss Account.
b) Current Investments are carried at the lower of cost
(determined on the specific identification basis) and
fair value. The comparison of cost and fair value is
carried out separately in respect of each investment.
c) Profit or loss on sale of investments is determined on
the specific identification basis.
d)
(i) Investments in Subsidiary Companies:
During the year the Company has subscribed to
76,500 Equity Shares of OMR one each in
TOWELL TAKE Investments LLC., Muscat for a total
consideration of Rs. 86, 02,343.
(ii) Other Investments:
During the year the Company has bought 260,
10.50% Secured, Listed, Redeemable, Non
Convertible Debentures of Rs. 10 lakhs each at par
issued by Shriram Transport Finance Company
Limited on private placement for a total consideration
Rs. 260,000,000.
Initial Recognition
Exchange Differences
Foreign Operations
AS-12: Accounting for Government Grants
AS-13: Accounting for Investments
Investments made during the year:
68 Annual Report 2008-09 69TAKE Solutions Limited
VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS
Liability recognized in the balance sheet 4,715,183
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:
Expenses recognized in the statement of profit and loss 1,614,775
VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Closing net liability 4,715,183
IX. AMOUNT FOR THE CURRENT PERIOD
X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)
Present value of the obligation 4,715,183
Fair value of plan assets 0
Difference 4,715,183
Unrecognised transitional liability 0
Unrecognised past service cost - non vested benefits 0
Current service cost 1,552,790
Interest Cost 262,696
Expected return on plan assets 0
Net actuarial (gain)/loss recognised in the year -200,711
Transitional Liability recognised in the year 0
Past service cost - non-vested benefits 0
Past service cost - vested benefits 0
Opening net liability 3,467,000
Expense as above 1,614,775
Contribution paid -366,592
Present Value of obligation 4,715,183
Plan Assets 0
Surplus (Deficit) -4,715,183
Experience adjustments on plan liabilities -(loss)/gain 200,711
Experience adjustments on plan assets -(loss)/gain 0
Government of India Securities 0.00%
State Government Securities 0.00%
High Quality Corporate Bonds 0.00%
Equity shares of listed companies 0.00%
Property 0.00%
Special Deposit Scheme 0.00%
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
01/ 04/2008 31/ 03/ 2009
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) - In Rs.
PVO as at the beginning of the period 3,467,000
PVO as at the end of the period 4,715,183
III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -
RECONCILIATION OF OPENING AND CLOSING BALANCES:
Fair value of plan assets as at the beginning of the period 0
Fair value of plan assets as at the end of the period 0
IV. ACTUAL RETURN ON PLAN ASSETS
Expected return on plan assets 0
Actuarial gain (loss) on plan assets 0
Actual return on plan assets 0
V. ACTUARIAL GAIN / LOSS RECOGNIZED
Actuarial (gain) / loss recognized in the period -200,711
[Expressed as weighted averages]
Discount Rate 8.00% 8.00%
Salary escalation rate 6.00% 6.00%
Attrition rate 1.00% 1.00%
Expected rate of return on Plan Assets 0.00% 0.00%
Interest Cost 262,696
Current service cost 1,552,790
Past service cost - (non vested benefits) 0
Past service cost - (vested benefits) 0
Benefits paid -366,592
Actuarial loss/(gain) on obligation (balancing figure) -200,711
Expected return on plan assets 0
Contributions 366,592
Benefits paid -366,592
Actuarial gain/(loss) on plan assets [balancing figure] 0
Actuarial gain / (loss) for the period - Obligation 200,711
Actuarial gain / (loss) for the period- Plan Assets 0
Total (gain) / loss for the period -200,711
Unrecognized actuarial (gain) / loss at the end of the year 0
RECONCILIATION OF OPENING AND CLOSING BALANCES:
68 Annual Report 2008-09 69TAKE Solutions Limited
VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS
Liability recognized in the balance sheet 4,715,183
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:
Expenses recognized in the statement of profit and loss 1,614,775
VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Closing net liability 4,715,183
IX. AMOUNT FOR THE CURRENT PERIOD
X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)
Present value of the obligation 4,715,183
Fair value of plan assets 0
Difference 4,715,183
Unrecognised transitional liability 0
Unrecognised past service cost - non vested benefits 0
Current service cost 1,552,790
Interest Cost 262,696
Expected return on plan assets 0
Net actuarial (gain)/loss recognised in the year -200,711
Transitional Liability recognised in the year 0
Past service cost - non-vested benefits 0
Past service cost - vested benefits 0
Opening net liability 3,467,000
Expense as above 1,614,775
Contribution paid -366,592
Present Value of obligation 4,715,183
Plan Assets 0
Surplus (Deficit) -4,715,183
Experience adjustments on plan liabilities -(loss)/gain 200,711
Experience adjustments on plan assets -(loss)/gain 0
Government of India Securities 0.00%
State Government Securities 0.00%
High Quality Corporate Bonds 0.00%
Equity shares of listed companies 0.00%
Property 0.00%
Special Deposit Scheme 0.00%
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
01/ 04/2008 31/ 03/ 2009
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) - In Rs.
PVO as at the beginning of the period 3,467,000
PVO as at the end of the period 4,715,183
III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -
RECONCILIATION OF OPENING AND CLOSING BALANCES:
Fair value of plan assets as at the beginning of the period 0
Fair value of plan assets as at the end of the period 0
IV. ACTUAL RETURN ON PLAN ASSETS
Expected return on plan assets 0
Actuarial gain (loss) on plan assets 0
Actual return on plan assets 0
V. ACTUARIAL GAIN / LOSS RECOGNIZED
Actuarial (gain) / loss recognized in the period -200,711
[Expressed as weighted averages]
Discount Rate 8.00% 8.00%
Salary escalation rate 6.00% 6.00%
Attrition rate 1.00% 1.00%
Expected rate of return on Plan Assets 0.00% 0.00%
Interest Cost 262,696
Current service cost 1,552,790
Past service cost - (non vested benefits) 0
Past service cost - (vested benefits) 0
Benefits paid -366,592
Actuarial loss/(gain) on obligation (balancing figure) -200,711
Expected return on plan assets 0
Contributions 366,592
Benefits paid -366,592
Actuarial gain/(loss) on plan assets [balancing figure] 0
Actuarial gain / (loss) for the period - Obligation 200,711
Actuarial gain / (loss) for the period- Plan Assets 0
Total (gain) / loss for the period -200,711
Unrecognized actuarial (gain) / loss at the end of the year 0
RECONCILIATION OF OPENING AND CLOSING BALANCES:
7170 Annual Report 2008-09 TAKE Solutions Limited
V. ACTUARIAL GAIN / LOSS RECOGNIZED
Actuarial (gain) / loss recognized in the period 466,734
VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS
Liability recognized in the balance sheet 2,024,034
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:
Expenses recognized in the statement of profit and loss 1,104,335
VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Closing net liability 2,024,034
IX. AMOUNT FOR THE CURRENT PERIOD
Actuarial gain / (loss) for the period - Obligation -466,734
Actuarial gain / (loss) for the period- Plan Assets 0
Total (gain) / loss for the period 466,734
Unrecognized actuarial (gain) / loss at the end of the year 0
Present value of the obligation 2,024,034
Fair value of plan assets 0
Difference 2,024,034
Unrecognised transitional liability 0
Unrecognised past service cost - non vested benefits 0
Current service cost 546,493
Interest Cost 91,108
Expected return on plan assets 0
Net actuarial (gain)/loss recognised in the year 466,734
Transitional Liability recognised in the year 0
Past service cost - non-vested benefits 0
Past service cost - vested benefits 0
Opening net liability 1,358,000
Expense as above 1,104,335
Contribution paid -438,301
Present Value of obligation 2,024,034
Plan Assets 0
Surplus (Deficit) -2,024,034
Experience adjustments on plan liabilities -(loss)/gain -466,734
Experience adjustments on plan assets -(loss)/gain 0
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Funds managed by Insurer 0.00%
Others (to specify) 0.00%
Total 0.00%
The Following table sets out status of the Leave Encashment as required under AS 15 (Revised)
XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
[Expressed as weighted averages] 01/04/2008 31/03/2009
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) -
RECONCILIATION OF OPENING AND CLOSING BALANCES: In Rs.
PVO as at the beginning of the period 1,358,000
PVO as at the end of the period 2,024,034
III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -
RECONCILIATION OF OPENING AND CLOSING BALANCES:
Fair value of plan assets as at the beginning of the period 0
Fair value of plan assets as at the end of the period 0
IV. ACTUAL RETURN ON PLAN ASSETS
Discount Rate 8.00% 8.00%
Salary escalation rate 6.00% 6.00%
Attrition rate 1.00% 1.00%
Expected rate of return on Plan Assets 0.00% 0.00%
Interest Cost 91,108
Current service cost 546,493
Past service cost - (non vested benefits) 0
Past service cost - (vested benefits) 0
Benefits paid -438,301
Actuarial loss/(gain) on obligation (balancing figure) 466,734
Expected return on plan assets 0
Contributions 438,301
Benefits paid -438,301
Actuarial gain/(loss) on plan assets [balancing figure] 0
Expected return on plan assets 0
Actuarial gain (loss) on plan assets 0
Actual return on plan assets 0
7170 Annual Report 2008-09 TAKE Solutions Limited
V. ACTUARIAL GAIN / LOSS RECOGNIZED
Actuarial (gain) / loss recognized in the period 466,734
VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS
Liability recognized in the balance sheet 2,024,034
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:
Expenses recognized in the statement of profit and loss 1,104,335
VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET
Closing net liability 2,024,034
IX. AMOUNT FOR THE CURRENT PERIOD
Actuarial gain / (loss) for the period - Obligation -466,734
Actuarial gain / (loss) for the period- Plan Assets 0
Total (gain) / loss for the period 466,734
Unrecognized actuarial (gain) / loss at the end of the year 0
Present value of the obligation 2,024,034
Fair value of plan assets 0
Difference 2,024,034
Unrecognised transitional liability 0
Unrecognised past service cost - non vested benefits 0
Current service cost 546,493
Interest Cost 91,108
Expected return on plan assets 0
Net actuarial (gain)/loss recognised in the year 466,734
Transitional Liability recognised in the year 0
Past service cost - non-vested benefits 0
Past service cost - vested benefits 0
Opening net liability 1,358,000
Expense as above 1,104,335
Contribution paid -438,301
Present Value of obligation 2,024,034
Plan Assets 0
Surplus (Deficit) -2,024,034
Experience adjustments on plan liabilities -(loss)/gain -466,734
Experience adjustments on plan assets -(loss)/gain 0
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Funds managed by Insurer 0.00%
Others (to specify) 0.00%
Total 0.00%
The Following table sets out status of the Leave Encashment as required under AS 15 (Revised)
XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
[Expressed as weighted averages] 01/04/2008 31/03/2009
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) -
RECONCILIATION OF OPENING AND CLOSING BALANCES: In Rs.
PVO as at the beginning of the period 1,358,000
PVO as at the end of the period 2,024,034
III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -
RECONCILIATION OF OPENING AND CLOSING BALANCES:
Fair value of plan assets as at the beginning of the period 0
Fair value of plan assets as at the end of the period 0
IV. ACTUAL RETURN ON PLAN ASSETS
Discount Rate 8.00% 8.00%
Salary escalation rate 6.00% 6.00%
Attrition rate 1.00% 1.00%
Expected rate of return on Plan Assets 0.00% 0.00%
Interest Cost 91,108
Current service cost 546,493
Past service cost - (non vested benefits) 0
Past service cost - (vested benefits) 0
Benefits paid -438,301
Actuarial loss/(gain) on obligation (balancing figure) 466,734
Expected return on plan assets 0
Contributions 438,301
Benefits paid -438,301
Actuarial gain/(loss) on plan assets [balancing figure] 0
Expected return on plan assets 0
Actuarial gain (loss) on plan assets 0
Actual return on plan assets 0
7372 Annual Report 2008-09 TAKE Solutions Limited
Primary Segment Information (Business Segment)
(Amount in Rs. '000)
Business Segment Total
Particulars Software Products and Sale of IT Infrastructure & Others
Consultancy Services Support Services
528,809 61,091 589,900
197,005 3,115 200,120
36,815
69,395
14,008
25,920
127,612
Secondary Segment Information (Geographic Segment):
(Amount in Rs.’000)
Revenues For the year ended For the year ended
31st March, 2009 31st March, 2008
Revenue -
(802,219) (61,031) (11,057) (874,307)
Segment Result -
(385,522) (5,104) (210) (390,836)
Unallocated Corporate Income
(8,587)
Unallocated Corporate Expenses
(86,283)
Interest Expense
(42,414)
Tax Expense
(64,250)
Net Profit after Tax Expense
(206,476)
India 329,211 322,238
USA 253,613 479,108
Rest of the World 7,076 72,961
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)
XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0
Government of India Securities 0.00%
State Government Securities 0.00%
High Quality Corporate Bonds 0.00%
Equity shares of listed companies 0.00%
Property 0.00%
Special Deposit Scheme 0.00%
Funds managed by Insurer 0.00%
Others (to specify) 0.00%
Total 0.00%
AS-16: Borrowing Cost
AS-17: Segment Reporting
Borrowing Cost on qualifying asset is commenced for
capitalisation when the expenditure on Qualifying asset
and borrowing cost are incurred. Further capitalisation
ceases, when all activities necessary for making assets
ready for intended use are substantially complete. For
the year ended March 31, 2009, no borrowing cost has
been capitalised.
The Company has identified Business Segment as its
Primary segment and Geographic segment as its
Secondary segment. The Company has identified
Software Products & Consultancy Services and Sale of IT
Infrastructure and Support Services as the reportable
business segment of the Company for the year.
Geographical segment information is disclosed based on
the location of customers.
Revenues and Expenses that are directly identifiable with
the Segments have been disclosed accordingly. Certain
Income and Expenses which are not specifically
allocable to individual segments have been disclosed as
“Unallocated Corporate Income” and “Unallocated
Corporate Expenses” respectively.
The assets of the Company are used interchangeably
between segments and the management believes that it is
currently not practical to provide segment disclosures
relating to total assets and liabilities since a meaningful
segregation is not possible.
7372 Annual Report 2008-09 TAKE Solutions Limited
Primary Segment Information (Business Segment)
(Amount in Rs. '000)
Business Segment Total
Particulars Software Products and Sale of IT Infrastructure & Others
Consultancy Services Support Services
528,809 61,091 589,900
197,005 3,115 200,120
36,815
69,395
14,008
25,920
127,612
Secondary Segment Information (Geographic Segment):
(Amount in Rs.’000)
Revenues For the year ended For the year ended
31st March, 2009 31st March, 2008
Revenue -
(802,219) (61,031) (11,057) (874,307)
Segment Result -
(385,522) (5,104) (210) (390,836)
Unallocated Corporate Income
(8,587)
Unallocated Corporate Expenses
(86,283)
Interest Expense
(42,414)
Tax Expense
(64,250)
Net Profit after Tax Expense
(206,476)
India 329,211 322,238
USA 253,613 479,108
Rest of the World 7,076 72,961
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)
XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0
Government of India Securities 0.00%
State Government Securities 0.00%
High Quality Corporate Bonds 0.00%
Equity shares of listed companies 0.00%
Property 0.00%
Special Deposit Scheme 0.00%
Funds managed by Insurer 0.00%
Others (to specify) 0.00%
Total 0.00%
AS-16: Borrowing Cost
AS-17: Segment Reporting
Borrowing Cost on qualifying asset is commenced for
capitalisation when the expenditure on Qualifying asset
and borrowing cost are incurred. Further capitalisation
ceases, when all activities necessary for making assets
ready for intended use are substantially complete. For
the year ended March 31, 2009, no borrowing cost has
been capitalised.
The Company has identified Business Segment as its
Primary segment and Geographic segment as its
Secondary segment. The Company has identified
Software Products & Consultancy Services and Sale of IT
Infrastructure and Support Services as the reportable
business segment of the Company for the year.
Geographical segment information is disclosed based on
the location of customers.
Revenues and Expenses that are directly identifiable with
the Segments have been disclosed accordingly. Certain
Income and Expenses which are not specifically
allocable to individual segments have been disclosed as
“Unallocated Corporate Income” and “Unallocated
Corporate Expenses” respectively.
The assets of the Company are used interchangeably
between segments and the management believes that it is
currently not practical to provide segment disclosures
relating to total assets and liabilities since a meaningful
segregation is not possible.
7574 Annual Report 2008-09 TAKE Solutions Limited
Transactions with Related Parties
(Amount in Rs.’000)
189,598 46
217
24
Nil
4,738
6,972
4,800
1,600
83,504
Nil 556,443
172
Nil 1,041,052
7,103
Enterprises
Particulars Holding Company Subsidiary Companies Key Management controlled by Key
Personnel Management Personnel &
their relatives
Revenue
(278,260) (130)
Interest Income
(Nil)
Rent – Expenditure
(24)
Software Development
Expenses (626)
Share of Revenue
(Nil)
Managerial Remuneration
(4,411)
Remuneration*
(Non Executive Directors) (Nil)
Commission
(Independent Directors) (Nil)
Debtors
(45,129)
Loans/Advances - Given
(56) (467,812)
Loans/Advances – Received
(Nil)
Balance Receivable from
Related Parties (172) (474,663)
Balance Payable to
Related Parties (8,838)
*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from Central Government is
pending.
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS-18: Related Party Disclosure
Related party Disclosure for the year ended 31st March, 2009
List of Related parties
Holding Company
Subsidiary Companies
Step Subsidiaries
Key Management Personnel
Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have
taken place during the year
Other Related Party
Take Solutions Pte. Limited, Singapore
1. TAKE United Sdn. Bhd., Malaysia
2. Autopartsasia Private Limited, India
3. TOWELL TAKE Investments LLC, Muscat
4. TAKE Solutions Inc., USA
5. CMNK Consultancy & Services Private Limited, India
6. TOWELL TAKE Solutions LLC, Muscat
7. TAKE Solutions MEA Limited, Dubai
8. Applied Clinical Intelligence, LLC, USA
9. Clear Orbit Inc, USA
10. TAKE Solutions GMBH, Switzerland
11. CMNK Services Private Limited, India (Additions during the year)
12. TAKE Enterprises Solutions Inc, USA (Additions during the year)
13. TAKE Intellectual Properties Management Inc, USA (Additions during the year)
1. Mr. S. Sridharan, Managing Director
2. Mr. R. Seshadri, Executive & Wholetime Director
3. Mr. T.K. Wong, Chairman
4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director
5. Mr. D.V. Ravi, Non – Executive Director
6. Mr. Ram Yeleswarapu, Non – Executive Director
1. Aakanksha Management Consultancy & Holdings Private Limited
1. TAKE Solutions Limited ESOP Trust, the trust is effectively controlled by the Company.
7574 Annual Report 2008-09 TAKE Solutions Limited
Transactions with Related Parties
(Amount in Rs.’000)
189,598 46
217
24
Nil
4,738
6,972
4,800
1,600
83,504
Nil 556,443
172
Nil 1,041,052
7,103
Enterprises
Particulars Holding Company Subsidiary Companies Key Management controlled by Key
Personnel Management Personnel &
their relatives
Revenue
(278,260) (130)
Interest Income
(Nil)
Rent – Expenditure
(24)
Software Development
Expenses (626)
Share of Revenue
(Nil)
Managerial Remuneration
(4,411)
Remuneration*
(Non Executive Directors) (Nil)
Commission
(Independent Directors) (Nil)
Debtors
(45,129)
Loans/Advances - Given
(56) (467,812)
Loans/Advances – Received
(Nil)
Balance Receivable from
Related Parties (172) (474,663)
Balance Payable to
Related Parties (8,838)
*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from Central Government is
pending.
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS-18: Related Party Disclosure
Related party Disclosure for the year ended 31st March, 2009
List of Related parties
Holding Company
Subsidiary Companies
Step Subsidiaries
Key Management Personnel
Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have
taken place during the year
Other Related Party
Take Solutions Pte. Limited, Singapore
1. TAKE United Sdn. Bhd., Malaysia
2. Autopartsasia Private Limited, India
3. TOWELL TAKE Investments LLC, Muscat
4. TAKE Solutions Inc., USA
5. CMNK Consultancy & Services Private Limited, India
6. TOWELL TAKE Solutions LLC, Muscat
7. TAKE Solutions MEA Limited, Dubai
8. Applied Clinical Intelligence, LLC, USA
9. Clear Orbit Inc, USA
10. TAKE Solutions GMBH, Switzerland
11. CMNK Services Private Limited, India (Additions during the year)
12. TAKE Enterprises Solutions Inc, USA (Additions during the year)
13. TAKE Intellectual Properties Management Inc, USA (Additions during the year)
1. Mr. S. Sridharan, Managing Director
2. Mr. R. Seshadri, Executive & Wholetime Director
3. Mr. T.K. Wong, Chairman
4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director
5. Mr. D.V. Ravi, Non – Executive Director
6. Mr. Ram Yeleswarapu, Non – Executive Director
1. Aakanksha Management Consultancy & Holdings Private Limited
1. TAKE Solutions Limited ESOP Trust, the trust is effectively controlled by the Company.
76 Annual Report 2008-09 77TAKE Solutions Limited
AS-23: Accounting for investments in associates:
AS-24: Discontinuing operations
AS-25: Interim Financial Reporting
AS-26: Intangible Assets
Software Product Development Cost
AS-27: Financial reporting of interests in joint ventures
AS-28: Impairment of Assets
AS-29: Provisions, Contingent Liabilities and Contingent Assets
Contingent Liabilities: (Amount in Rs. ‘000)
There are no investments in associates during the year.
The Company has not discontinued any operations
during the year.
For the above accounting year, the above Standard is not
applicable.
Internally developed software products are valued based
on costs directly attributable to the development of such
software and allocated indirect cost and they are
capitalised individually once their technical feasibility is
established in accordance with the requirements of
Accounting Standard 26,‘Intangible Asset’.
Expenses incurred during research phase till the
establishment of commercial feasibility is charged off to
Profit and Loss Account.
Products capitalised are being amortized over a period of
three years from the launch date and the unamortised
product costs as at Balance Sheet date are shown under
Assets separately.
The Company has not entered into any joint venture
agreement during the year.
The company assesses at each balance sheet date
whether there is any indication that an asset may be
impaired. If such an indication exists, the company
eliminates the recoverable amount of the asset. For an
asset that does not generate independent cash flows, the
recoverable amount is determined for the
cash–generating unit to which the asset belongs. If such
recoverable amount of the asset or the recoverable
amount of the cash-generating unit to which the asset
belongs is less than its carrying out, the carrying amount
is reduced to its recoverable amount. The reduction is
treated as an impairment loss and is recognized in the
profit and loss account. If at the balance sheet date there
is an indication that if a previously assessed impairment
loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable
amount. An impairment loss is reversed only to the extent
that the carrying amount of the asset does not exceed the
net book value that would have been determined; if no
impairment had been recognized.
A provision is recognized when an enterprise has a
present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the Balance Sheet date. These are
reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.
a) Corporate Guarantee given by the Company to one of
its subsidiaries –Autopartsasia Private Limited as at
31.03.2009 – Rs. 50,000 /- (30,000)
b) On May 23, 2008 the company has received an order
for the assessment year 2003-04 from Income Tax
Appellate Tribunal (ITAT) disallowing the software
product expenses claimed by the company as
revenue expenditure and instead allowing the same
as a capital expenditure with consequential
depreciation and thereby reducing the benefit of
carrying forward of losses by Rs. 159.14 lacs to the
subsequent assessment years. However, no demand
has been raised for the said assessment year. The
company has filed an appeal with the Honorable
High Court of Tamil Nadu against the order of ITAT.
The management believes that the ultimate outcome
of the proceeding will not have a material adverse
effect on the company’s financial position and results
of operation and hence, no adjustment has been
made to the financial statements for the year ended
March 31, 2009.
c) Demand from Income tax authorities for payment of
additional tax of Rs. 180.39 lacs has been received
upon completion of their tax review for the assessment
year 2006-07. The tax demand is mainly on account
of disallowance of software product development
expenses claimed by the company as revenue
expenditure and instead allowing the same as a
capital expenditure with consequential depreciation.
The matter is pending before the Commissioner of
Income tax (Appeals), Chennai. The company is
contesting the demand and the management
including its tax advisors believe that its position is
likely be upheld in the appellate process. No tax
expense has been accrued in the financial statements
for the tax demand raised. The management believes
that the ultimate outcome of the proceeding will not
have a material adverse effect on the company’s
financial position and results of operation.
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS-19: Leases (Amount in Rs. ’000)
a) Finance Charge recognized in the Profit & Loss
Account
AS – 20 Earnings Per Share
The Company has acquired assets under hire purchase.
– Rs. 62 (Rs. 2,956)
Basic Earnings Per Share and Diluted Earnings Per Share
are calculated by dividing the Net Profit After Tax for the
year attributable to the Equity Shareholders by the
Weighted Average number of Equity Shares outstanding
during the year. As per the guidance note issued in
January 2005 on Accounting for Employee Share Based
Payments by the Institute of Chartered Accountants of
India, 2,400,000 (1,200,000) weighted average number
of shares held by the TAKE Solutions ESOS trust have
been reduced from the equity shares outstanding for
computing basic and diluted earnings per share for the
year ended March 31, 2009.
Particulars For the Year ended For the Year ended31.03.2008
Basic & Diluted Equivalent No. of Shares Equivalent No. of Shares
EPS 1.06 1.84*
1.00 1.00*
31.03.2009
1. Opening No. of Shares 120,000,000 93,700,000*
2. Closing No. of Shares 120,000,000 120,000,000*
3. Weighted Average No. of Shares 120,000,000 110,925,680*
4. Profit Available for Equity Share Holders (Rs.’ 000) 127,104 203,604
5. (in Rs.)
6. Nominal Value of share (in Rs.)
AS-21: Consolidated Financial Statements
AS-22: Accounting for taxes on income: (Amount in Rs.’000)
Consolidated Financial statements have been prepared
separately in compliance with AS-21 for the Year ended
31.03.2009.
a)
Provision for Income Tax is determined in accordance
with the provisions of Income Tax Act, 1961. Provision
for Taxation is Rs. 28,731 (Rs.58,000)
b)
Consequent to the introduction of Fringe Benefit Tax
(FBT) effective April 1, 2005, in accordance with the
guidance note on accounting for fringe benefit tax issued
by the ICAI, the company has made provision for FBT
under income taxes.
c)
Deferred Tax is recognised on timing differences being
the difference between the taxable income and
accounting income that originate in one year and are capable of
reversal in one or more subsequent years. Deferred tax assets are
recognised only if there is a reasonable certainty of their
realization.
d) The Deferred Tax Liability (net) as on 31.03.2009 is
Rs. 37,706 (Rs.42,568)
e) The Deferred Tax Asset (net) as on 31.03.2009 is
Rs. 550 (Rs. 550)
Current Tax:
Fringe Benefit Tax:
Deferred Tax Provision:
*Note: Pursuant to the approval of shareholders in their Annual General Meeting held on August 22, 2008, face value of each equity share was
reduced from Rs. 10/- to Re. 1/-. Consequently, the number of Issued, Subscribed & Paid up Share Capital has changed to 120,000,000 of Re. 1/-
each and earnings per share of the previous year has been recalculated considering sub-division of face value of equity shares.
Particulars Year ended Year ended31.03.2008
Components of Deferred TaxLiability / (Asset)
Net Deferred Tax (4,862) 4,550
31.03.2009
Liability / (Asset)
Depreciation 2,115 2,330
Product DevelopmentExpenditure (6,326) 2,776
Employee Benefits (651) (556)
76 Annual Report 2008-09 77TAKE Solutions Limited
AS-23: Accounting for investments in associates:
AS-24: Discontinuing operations
AS-25: Interim Financial Reporting
AS-26: Intangible Assets
Software Product Development Cost
AS-27: Financial reporting of interests in joint ventures
AS-28: Impairment of Assets
AS-29: Provisions, Contingent Liabilities and Contingent Assets
Contingent Liabilities: (Amount in Rs. ‘000)
There are no investments in associates during the year.
The Company has not discontinued any operations
during the year.
For the above accounting year, the above Standard is not
applicable.
Internally developed software products are valued based
on costs directly attributable to the development of such
software and allocated indirect cost and they are
capitalised individually once their technical feasibility is
established in accordance with the requirements of
Accounting Standard 26,‘Intangible Asset’.
Expenses incurred during research phase till the
establishment of commercial feasibility is charged off to
Profit and Loss Account.
Products capitalised are being amortized over a period of
three years from the launch date and the unamortised
product costs as at Balance Sheet date are shown under
Assets separately.
The Company has not entered into any joint venture
agreement during the year.
The company assesses at each balance sheet date
whether there is any indication that an asset may be
impaired. If such an indication exists, the company
eliminates the recoverable amount of the asset. For an
asset that does not generate independent cash flows, the
recoverable amount is determined for the
cash–generating unit to which the asset belongs. If such
recoverable amount of the asset or the recoverable
amount of the cash-generating unit to which the asset
belongs is less than its carrying out, the carrying amount
is reduced to its recoverable amount. The reduction is
treated as an impairment loss and is recognized in the
profit and loss account. If at the balance sheet date there
is an indication that if a previously assessed impairment
loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable
amount. An impairment loss is reversed only to the extent
that the carrying amount of the asset does not exceed the
net book value that would have been determined; if no
impairment had been recognized.
A provision is recognized when an enterprise has a
present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the Balance Sheet date. These are
reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.
a) Corporate Guarantee given by the Company to one of
its subsidiaries –Autopartsasia Private Limited as at
31.03.2009 – Rs. 50,000 /- (30,000)
b) On May 23, 2008 the company has received an order
for the assessment year 2003-04 from Income Tax
Appellate Tribunal (ITAT) disallowing the software
product expenses claimed by the company as
revenue expenditure and instead allowing the same
as a capital expenditure with consequential
depreciation and thereby reducing the benefit of
carrying forward of losses by Rs. 159.14 lacs to the
subsequent assessment years. However, no demand
has been raised for the said assessment year. The
company has filed an appeal with the Honorable
High Court of Tamil Nadu against the order of ITAT.
The management believes that the ultimate outcome
of the proceeding will not have a material adverse
effect on the company’s financial position and results
of operation and hence, no adjustment has been
made to the financial statements for the year ended
March 31, 2009.
c) Demand from Income tax authorities for payment of
additional tax of Rs. 180.39 lacs has been received
upon completion of their tax review for the assessment
year 2006-07. The tax demand is mainly on account
of disallowance of software product development
expenses claimed by the company as revenue
expenditure and instead allowing the same as a
capital expenditure with consequential depreciation.
The matter is pending before the Commissioner of
Income tax (Appeals), Chennai. The company is
contesting the demand and the management
including its tax advisors believe that its position is
likely be upheld in the appellate process. No tax
expense has been accrued in the financial statements
for the tax demand raised. The management believes
that the ultimate outcome of the proceeding will not
have a material adverse effect on the company’s
financial position and results of operation.
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS-19: Leases (Amount in Rs. ’000)
a) Finance Charge recognized in the Profit & Loss
Account
AS – 20 Earnings Per Share
The Company has acquired assets under hire purchase.
– Rs. 62 (Rs. 2,956)
Basic Earnings Per Share and Diluted Earnings Per Share
are calculated by dividing the Net Profit After Tax for the
year attributable to the Equity Shareholders by the
Weighted Average number of Equity Shares outstanding
during the year. As per the guidance note issued in
January 2005 on Accounting for Employee Share Based
Payments by the Institute of Chartered Accountants of
India, 2,400,000 (1,200,000) weighted average number
of shares held by the TAKE Solutions ESOS trust have
been reduced from the equity shares outstanding for
computing basic and diluted earnings per share for the
year ended March 31, 2009.
Particulars For the Year ended For the Year ended31.03.2008
Basic & Diluted Equivalent No. of Shares Equivalent No. of Shares
EPS 1.06 1.84*
1.00 1.00*
31.03.2009
1. Opening No. of Shares 120,000,000 93,700,000*
2. Closing No. of Shares 120,000,000 120,000,000*
3. Weighted Average No. of Shares 120,000,000 110,925,680*
4. Profit Available for Equity Share Holders (Rs.’ 000) 127,104 203,604
5. (in Rs.)
6. Nominal Value of share (in Rs.)
AS-21: Consolidated Financial Statements
AS-22: Accounting for taxes on income: (Amount in Rs.’000)
Consolidated Financial statements have been prepared
separately in compliance with AS-21 for the Year ended
31.03.2009.
a)
Provision for Income Tax is determined in accordance
with the provisions of Income Tax Act, 1961. Provision
for Taxation is Rs. 28,731 (Rs.58,000)
b)
Consequent to the introduction of Fringe Benefit Tax
(FBT) effective April 1, 2005, in accordance with the
guidance note on accounting for fringe benefit tax issued
by the ICAI, the company has made provision for FBT
under income taxes.
c)
Deferred Tax is recognised on timing differences being
the difference between the taxable income and
accounting income that originate in one year and are capable of
reversal in one or more subsequent years. Deferred tax assets are
recognised only if there is a reasonable certainty of their
realization.
d) The Deferred Tax Liability (net) as on 31.03.2009 is
Rs. 37,706 (Rs.42,568)
e) The Deferred Tax Asset (net) as on 31.03.2009 is
Rs. 550 (Rs. 550)
Current Tax:
Fringe Benefit Tax:
Deferred Tax Provision:
*Note: Pursuant to the approval of shareholders in their Annual General Meeting held on August 22, 2008, face value of each equity share was
reduced from Rs. 10/- to Re. 1/-. Consequently, the number of Issued, Subscribed & Paid up Share Capital has changed to 120,000,000 of Re. 1/-
each and earnings per share of the previous year has been recalculated considering sub-division of face value of equity shares.
Particulars Year ended Year ended31.03.2008
Components of Deferred TaxLiability / (Asset)
Net Deferred Tax (4,862) 4,550
31.03.2009
Liability / (Asset)
Depreciation 2,115 2,330
Product DevelopmentExpenditure (6,326) 2,776
Employee Benefits (651) (556)
7978 Annual Report 2008-09 TAKE Solutions Limited
2. Disclosures required under the Companies Act, 1956
a) Share Capital:
b) Remuneration to directors: (Amount in Rs.’000)
Computation of Net Profit in accordance with Section 198
and with Section 349 of the Companies Act, 1956
c) Quantitative Details:
d) Value of Imports on CIF basis: Rs. 3,132 (Rs. 1,400)
(Rs. in 000’s)
During the Year Ended 31st March 2009, the Company
has further issued 1,200,000 (1,200,000) Equity Shares of
Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share to
TAKE Solutions Limited ESOP Trust (“Trust”). The
Company has provided finance of Rs. 87,600 (90,360)
(000’s) to the Trust for the subscription of shares. The Trust
will transfer shares to the employees of the Company
under the scheme of ESOS framed by the Company in this
regard.
As per the Guidance Note on Accounting for Employee
Share–based payments issued by the Institute of
Chartered Accountants of India, shares allotted to Trust
but not transferred to employees is required to be
reduced from Share Capital and Reserves. Out of the
2,400,000 equity shares allotted to the trust, no shares
have been transferred to employees upto 31st March
2009. Accordingly, the Company has reduced the Share
Capital by the amount of face value of the equity shares
issued to the Trust but not transferred to employees and
Share Premium by the amount of Share Premium on such
shares.
The above excludes gratuity and leave encashment payable
which cannot be separately identified from the composite
amount advised by the actuary.
The Company is primarily engaged in the business of
software products & services. In the case of Software
Products & Services the production and sale of such
software product and software services cannot be
expressed in any generic unit. Hence, it is not possible
to give the quantitative details of sales and certain
information as required under paragraphs 3, 4C & 4D
of Part II of Schedule VI to the Companies Act, 1956.
Remuneration(includingCompany’sContribution to PF)
Remuneration* 4,800 Nil
Commission 1,600 Nil
Sitting Fees 420 360
For the Year Ended31st March 2009
Whole timeDirectors
Non-ExecutiveDirectors
IndependentDirectors
For the Year Ended31st March 2008
6,972 4,411
*Remuneration payable to non-executive directors for the year endedMarch 31, 2009 has not yet been paid since approval from CentralGovernment is pending.
(Amount in Rs. ‘000)
Profit Before Tax 153,532 270,726
Add: Remunerationpaid to Managing &Whole TimeDirectors
Add: Directors’Sitting Fees
Add: Remunerationto Non – ExecutiveDirectors
Add: Commission toIndependentDirectors
Add: Provision forDoubtful Debts
Net Profit for Section198 of theCompanies Act, 1956.
Particulars Year EndedMarch 31, 2009 March 31, 2008
Year Ended
6,972 4,411
420 360
4,800 Nil
1,600 Nil
2,473 Nil
169,797 275,497
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS -30: Financial Instruments: Recognition and Measurement
Others
a) Employee Stock Options
The Company uses foreign currency forward contracts to
hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and
forecasted transactions. The Company designates this
hedging instrument as “cash flow hedge” applying the
recognition and measurement principles set out in
Accounting Standard 30.
Hedging instrument is initially measured at fair value and
is re-measured at subsequent reporting dates. Changes in
the fair value of this derivative that is designated as an
effective hedge of future cash flows is recognized directly
in shareholders’ funds as Hedging Reserve and
reclassified into Profit & Loss Account upon the
occurrence of hedged transactions. The ineffective
portion is recognized immediately in profit and loss
account as and when they arise.
Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, or exercised, or
no longer qualifies for hedge accounting. If a hedged
transaction is no longer expected to occur, the net
cumulative gain or loss recognized in shareholders’ funds
is transferred to profit and loss account for the period.
The company measures the compensation cost relating
to employee stock options using the intrinsic value
method. The compensation cost is amortized over
vesting period of the option.
Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme)
guidelines, 1999 and para 10 of Employees Stock Option
-2007 of the Company, the Remuneration &
Compensation Committee is authorised to make a fair and
reasonable adjustment to the number of options and to the
exercise price in respect of options granted to the
employees under the plan in the case of Corporate actions
such as right issue, bonus issue, merger, etc. The
shareholders have in their meeting held on 22.08.2008
approved sub-division of face value of each equity share
of Rs.10/- into 10 equity shares of Re.1/- each.
Accordingly, the number of maximum options that can be
issued under Employees Stock Option 2007 has
been increased to 2,400,000 (2.4 Million){originally
240,000 (0.24 Million) and the exercise price has been
reduced in case of Series I to Rs. 73.00 and Series II to Rs.
73.00 per equity share of Re. 1/- each.
On 10.12.2007, the company established Employees
Stock Option Scheme – 2007 (ESOS – 2007 or ).
Under the , the company is authorized to issue up
to 2,400,000 (originally 240,000) equity settled options of
Re 1/- each (originally Rs. 10/- each) to employees
(including employees of the subsidiary company).
Remuneration & Compensation Committee has been
constituted by the Board of Directors of the company to
administer the plan.
Scheme
Scheme
Scheme
Scheme
1. Grant Price – Rs 73.00 73.00
2. Grant Date 02.04.2008 26.05.2008
3. Vesting commences on 01.04.2009 25.05.2009
4. Vesting Schedule 30% of grant on 01.04.2009, 30% of grant on 25.05.2009,
subsequent 30% of grant subsequent 30% of grant
on 01.04.2010 and balance on 25.05.2010 and balance
40% of grant on 01.04.2011 40% of grant on 25.05.2011
5. Option Granted and outstanding - -
at the beginning of the year
6. Option granted during the year 593,000 797,500
7. Option lapsed and /or withdrawn during the period 230,500 20,000
8. Option exercised during the year - -
against which shares were allotted
9. Option granted and outstanding at
the end of the year of which
- Options vested - -
- Options yet to vest 362,500 777,500
ESOS – 2007
Series – I Series – II
7978 Annual Report 2008-09 TAKE Solutions Limited
2. Disclosures required under the Companies Act, 1956
a) Share Capital:
b) Remuneration to directors: (Amount in Rs.’000)
Computation of Net Profit in accordance with Section 198
and with Section 349 of the Companies Act, 1956
c) Quantitative Details:
d) Value of Imports on CIF basis: Rs. 3,132 (Rs. 1,400)
(Rs. in 000’s)
During the Year Ended 31st March 2009, the Company
has further issued 1,200,000 (1,200,000) Equity Shares of
Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share to
TAKE Solutions Limited ESOP Trust (“Trust”). The
Company has provided finance of Rs. 87,600 (90,360)
(000’s) to the Trust for the subscription of shares. The Trust
will transfer shares to the employees of the Company
under the scheme of ESOS framed by the Company in this
regard.
As per the Guidance Note on Accounting for Employee
Share–based payments issued by the Institute of
Chartered Accountants of India, shares allotted to Trust
but not transferred to employees is required to be
reduced from Share Capital and Reserves. Out of the
2,400,000 equity shares allotted to the trust, no shares
have been transferred to employees upto 31st March
2009. Accordingly, the Company has reduced the Share
Capital by the amount of face value of the equity shares
issued to the Trust but not transferred to employees and
Share Premium by the amount of Share Premium on such
shares.
The above excludes gratuity and leave encashment payable
which cannot be separately identified from the composite
amount advised by the actuary.
The Company is primarily engaged in the business of
software products & services. In the case of Software
Products & Services the production and sale of such
software product and software services cannot be
expressed in any generic unit. Hence, it is not possible
to give the quantitative details of sales and certain
information as required under paragraphs 3, 4C & 4D
of Part II of Schedule VI to the Companies Act, 1956.
Remuneration(includingCompany’sContribution to PF)
Remuneration* 4,800 Nil
Commission 1,600 Nil
Sitting Fees 420 360
For the Year Ended31st March 2009
Whole timeDirectors
Non-ExecutiveDirectors
IndependentDirectors
For the Year Ended31st March 2008
6,972 4,411
*Remuneration payable to non-executive directors for the year endedMarch 31, 2009 has not yet been paid since approval from CentralGovernment is pending.
(Amount in Rs. ‘000)
Profit Before Tax 153,532 270,726
Add: Remunerationpaid to Managing &Whole TimeDirectors
Add: Directors’Sitting Fees
Add: Remunerationto Non – ExecutiveDirectors
Add: Commission toIndependentDirectors
Add: Provision forDoubtful Debts
Net Profit for Section198 of theCompanies Act, 1956.
Particulars Year EndedMarch 31, 2009 March 31, 2008
Year Ended
6,972 4,411
420 360
4,800 Nil
1,600 Nil
2,473 Nil
169,797 275,497
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
AS -30: Financial Instruments: Recognition and Measurement
Others
a) Employee Stock Options
The Company uses foreign currency forward contracts to
hedge its risks associated with foreign currency
fluctuations relating to certain firm commitments and
forecasted transactions. The Company designates this
hedging instrument as “cash flow hedge” applying the
recognition and measurement principles set out in
Accounting Standard 30.
Hedging instrument is initially measured at fair value and
is re-measured at subsequent reporting dates. Changes in
the fair value of this derivative that is designated as an
effective hedge of future cash flows is recognized directly
in shareholders’ funds as Hedging Reserve and
reclassified into Profit & Loss Account upon the
occurrence of hedged transactions. The ineffective
portion is recognized immediately in profit and loss
account as and when they arise.
Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, or exercised, or
no longer qualifies for hedge accounting. If a hedged
transaction is no longer expected to occur, the net
cumulative gain or loss recognized in shareholders’ funds
is transferred to profit and loss account for the period.
The company measures the compensation cost relating
to employee stock options using the intrinsic value
method. The compensation cost is amortized over
vesting period of the option.
Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme)
guidelines, 1999 and para 10 of Employees Stock Option
-2007 of the Company, the Remuneration &
Compensation Committee is authorised to make a fair and
reasonable adjustment to the number of options and to the
exercise price in respect of options granted to the
employees under the plan in the case of Corporate actions
such as right issue, bonus issue, merger, etc. The
shareholders have in their meeting held on 22.08.2008
approved sub-division of face value of each equity share
of Rs.10/- into 10 equity shares of Re.1/- each.
Accordingly, the number of maximum options that can be
issued under Employees Stock Option 2007 has
been increased to 2,400,000 (2.4 Million){originally
240,000 (0.24 Million) and the exercise price has been
reduced in case of Series I to Rs. 73.00 and Series II to Rs.
73.00 per equity share of Re. 1/- each.
On 10.12.2007, the company established Employees
Stock Option Scheme – 2007 (ESOS – 2007 or ).
Under the , the company is authorized to issue up
to 2,400,000 (originally 240,000) equity settled options of
Re 1/- each (originally Rs. 10/- each) to employees
(including employees of the subsidiary company).
Remuneration & Compensation Committee has been
constituted by the Board of Directors of the company to
administer the plan.
Scheme
Scheme
Scheme
Scheme
1. Grant Price – Rs 73.00 73.00
2. Grant Date 02.04.2008 26.05.2008
3. Vesting commences on 01.04.2009 25.05.2009
4. Vesting Schedule 30% of grant on 01.04.2009, 30% of grant on 25.05.2009,
subsequent 30% of grant subsequent 30% of grant
on 01.04.2010 and balance on 25.05.2010 and balance
40% of grant on 01.04.2011 40% of grant on 25.05.2011
5. Option Granted and outstanding - -
at the beginning of the year
6. Option granted during the year 593,000 797,500
7. Option lapsed and /or withdrawn during the period 230,500 20,000
8. Option exercised during the year - -
against which shares were allotted
9. Option granted and outstanding at
the end of the year of which
- Options vested - -
- Options yet to vest 362,500 777,500
ESOS – 2007
Series – I Series – II
8180 Annual Report 2008-09 TAKE Solutions Limited
f) Particulars relating to Foreign Exchange (Cash Basis)
g)
h)
i) Payment to Auditors: (Amount in Rs.’000)
j) Due to Micro Small and Medium Enterprises
Professional fees include Rs. 24.03 Mn incurred in
connection with a proposed merger and the same has
been written off since the event has not materalised.
Loans and Advances include a sum of Rs. 53.22 Mn
paid as Share Application Money towards Preference
Share Capital (pending allotment) to one of its
subsidiaries, TOWELL TAKE Investments LLC.
The management has initiated the process of identifying
enterprises which have provided goods and services to
the Company and which qualify under the definition of
micro and small enterprises, as defined under Micro,
Small and Medium Enterprises Development Act, 2006.
Accordingly, the disclosure in respect of the amounts
payable to such enterprises as at March 31, 2009 has
been made in the financial statements based on
information received and available with the Company.
The Company has not received any claim for interest
from any supplier under the said Act. In the view of the
management, the impact of interest, if any, that may be
payable in accordance with the provisions of the
aforesaid Act is not expected to be material.
Particulars For the Year Ended31st March 2008
(Sales & Services)
India andOverseas Branch
Travelling Expenses 3,519 2,675
Other Expenses 786 NIL
Purchase 3,132 1,400
Overseas Branch 70,034 176,951
For the Year Ended31st March 2009
Rs. In ’000 Rs. In ’000
Foreign ExchangeInflow:
Foreign ExchangeOutflow
246,268 467,153
An amount of Rs. 17,412(in ‘000s) was remitted during the year in foreigncurrencies on account of payment of final dividend for the year 2007-08.
Particulars Year Ended31.03.2008
For Audit 650.00 500.00
Limited Review Fees 300.00 300.00
Audit/Certificationin respect of InitialPublic offer
For Branch Audit 51.00 271.00
Advisory Service
a. Taxation -
b. Management -Consultancy
c. Others
Year Ended31.03.2009
Total 1,075.00 2,210.00
- 750.00
31.50
247.50
74.00 110.00
Particulars For the Year
Ended Ended
March31,2008
The principal amount and the
interest due thereon remaining
unpaid to any supplier as at the
end of each accounting year;
The amount of interest paid by
the Company along with the
amounts of the payment made
to the supplier beyond the
appointed day during the year;
The amount of interest due and
payable for the period of delay
in making payment (which
have been paid but beyond the
appointed day during the year)
but without adding the interest
specified under this Act;
The amount of interest accrued
and remaining unpaid at the
end of the year
The amount of further interest
remaining due and payable
even in the succeeding years,
until such date when the
interest dues as above are
actually paid to the small
enterprise.
For the Year
March 31, 2009
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
e) Aggregate Expenditure: (Amount in Rs.’000)
Particulars For the Year Ended For the Year Ended
March 31, 2009 March 31, 2008
Total Expenses 391,063 517,677
Salaries & Allowances 133,009 108,128
Contribution to Provident & Other Funds 4,544 3,805
Staff Welfare 10,487 10,909
Other Employee Benefits 3,971 1,559
Cost of Sales – IT Infrastructure & Support Services 58,454 55,927
Supply Chain Management Expenses - 11,078
Software and Consultancy Expenses 73,597 281,570
Audit Fees 1,001 1,071
Bad Debts 9,046 8,528
Bank Charges 145 3,571
Books & Periodicals 43 39
Brokerage and Commission 79 -
Communication Expenses 8,031 5,698
Conveyance 1,760 1,619
Domestic Travel-Director 1,757 1,440
Domestic Travel-Others 6,870 4,162
1,250 -
Electricity Charges 6,259 7,113
Foreign Exchange Fluctuation Loss - 2,294
Foreign Travel-Others 9,547 6,684
Foreign-Travel-Director 3,596 2,601
Insurance - Assets 819 601
Listing Related Expenses 569 -
Loss on Sale of Assets 276 -
Marketing Expenses 12,799 12,297
Meeting & Conference 504 446
Miscellaneous Write Offs 144 324
Office Expenses 211 70
Postage & Telegrams 1,275 789
Printing & Stationery 2,521 1,956
Professional Charges 49,880 11,903
Rent, Rates and Taxes 20,194 16,587
Repairs & Maintenance 8,000 8,566
Security Charges 485 566
Subscription Charges 348 188
Less: Product development Expenses (40,408) (54,412)
Charity (CSR)
8180 Annual Report 2008-09 TAKE Solutions Limited
f) Particulars relating to Foreign Exchange (Cash Basis)
g)
h)
i) Payment to Auditors: (Amount in Rs.’000)
j) Due to Micro Small and Medium Enterprises
Professional fees include Rs. 24.03 Mn incurred in
connection with a proposed merger and the same has
been written off since the event has not materalised.
Loans and Advances include a sum of Rs. 53.22 Mn
paid as Share Application Money towards Preference
Share Capital (pending allotment) to one of its
subsidiaries, TOWELL TAKE Investments LLC.
The management has initiated the process of identifying
enterprises which have provided goods and services to
the Company and which qualify under the definition of
micro and small enterprises, as defined under Micro,
Small and Medium Enterprises Development Act, 2006.
Accordingly, the disclosure in respect of the amounts
payable to such enterprises as at March 31, 2009 has
been made in the financial statements based on
information received and available with the Company.
The Company has not received any claim for interest
from any supplier under the said Act. In the view of the
management, the impact of interest, if any, that may be
payable in accordance with the provisions of the
aforesaid Act is not expected to be material.
Particulars For the Year Ended31st March 2008
(Sales & Services)
India andOverseas Branch
Travelling Expenses 3,519 2,675
Other Expenses 786 NIL
Purchase 3,132 1,400
Overseas Branch 70,034 176,951
For the Year Ended31st March 2009
Rs. In ’000 Rs. In ’000
Foreign ExchangeInflow:
Foreign ExchangeOutflow
246,268 467,153
An amount of Rs. 17,412(in ‘000s) was remitted during the year in foreigncurrencies on account of payment of final dividend for the year 2007-08.
Particulars Year Ended31.03.2008
For Audit 650.00 500.00
Limited Review Fees 300.00 300.00
Audit/Certificationin respect of InitialPublic offer
For Branch Audit 51.00 271.00
Advisory Service
a. Taxation -
b. Management -Consultancy
c. Others
Year Ended31.03.2009
Total 1,075.00 2,210.00
- 750.00
31.50
247.50
74.00 110.00
Particulars For the Year
Ended Ended
March31,2008
The principal amount and the
interest due thereon remaining
unpaid to any supplier as at the
end of each accounting year;
The amount of interest paid by
the Company along with the
amounts of the payment made
to the supplier beyond the
appointed day during the year;
The amount of interest due and
payable for the period of delay
in making payment (which
have been paid but beyond the
appointed day during the year)
but without adding the interest
specified under this Act;
The amount of interest accrued
and remaining unpaid at the
end of the year
The amount of further interest
remaining due and payable
even in the succeeding years,
until such date when the
interest dues as above are
actually paid to the small
enterprise.
For the Year
March 31, 2009
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
e) Aggregate Expenditure: (Amount in Rs.’000)
Particulars For the Year Ended For the Year Ended
March 31, 2009 March 31, 2008
Total Expenses 391,063 517,677
Salaries & Allowances 133,009 108,128
Contribution to Provident & Other Funds 4,544 3,805
Staff Welfare 10,487 10,909
Other Employee Benefits 3,971 1,559
Cost of Sales – IT Infrastructure & Support Services 58,454 55,927
Supply Chain Management Expenses - 11,078
Software and Consultancy Expenses 73,597 281,570
Audit Fees 1,001 1,071
Bad Debts 9,046 8,528
Bank Charges 145 3,571
Books & Periodicals 43 39
Brokerage and Commission 79 -
Communication Expenses 8,031 5,698
Conveyance 1,760 1,619
Domestic Travel-Director 1,757 1,440
Domestic Travel-Others 6,870 4,162
1,250 -
Electricity Charges 6,259 7,113
Foreign Exchange Fluctuation Loss - 2,294
Foreign Travel-Others 9,547 6,684
Foreign-Travel-Director 3,596 2,601
Insurance - Assets 819 601
Listing Related Expenses 569 -
Loss on Sale of Assets 276 -
Marketing Expenses 12,799 12,297
Meeting & Conference 504 446
Miscellaneous Write Offs 144 324
Office Expenses 211 70
Postage & Telegrams 1,275 789
Printing & Stationery 2,521 1,956
Professional Charges 49,880 11,903
Rent, Rates and Taxes 20,194 16,587
Repairs & Maintenance 8,000 8,566
Security Charges 485 566
Subscription Charges 348 188
Less: Product development Expenses (40,408) (54,412)
Charity (CSR)
1982 Annual Report 2008-09 TAKE Solutions Limited
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009
Schedule 12
k) Comparative Figures
Previous year’s figures have been regrouped / restated,
wherever necessary to make them comparable to those
of current year.
For Sundar Srini & Sridhar For and on behalf of the Board of DirectorsChartered Accountants
S. Sridhar S. Sridharan R. SeshadriPartner Managing Director Executive DirectorMembership No: 25504
P. SrinivasanCompany Secretary
Place: ChennaiDate: May 22, 2009
8383 Annual Report 2008-09 TAKE Solutions Limited
Statement pursuant to exemption received under Section 212(8)
Co
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Issu
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1984 Annual Report 2008-09 TAKE Solutions Limited
Abstract of Balance Sheet
Balance Sheet Abstract and Company’s General Business Profile
I. Registration Details
II. Capital raised during the year (Amount in Rs. Thousands)
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
IV. Performance of Company (Amount in Rs. Thousands)
V. Generic Names of Principal products of the Compnay
Registration No: L 6 3 0 9 0 T N 2 0 0 0 P L C 0 4 6 3 3 8
Balance Sheet Date: 3 1 . 0 3 . 2 0 0 9 State Code : 1 8
Public Issue : N I L Rights Issue: N I L
Bonus Issue : N I L Private Placement: 1 2 0 0
Total Liabilities : 2 6 1 0 6 9 2 Total Assets: 2 6 1 0 6 9 2
Sources of Funds:
Paid-up capital 1 6 9 1 0 9 Reserves & Surplus 2 2 6 8 6 0 8
Secured Loans 1 3 5 2 6 9 Unsecured Loans N I L
Deferred Tax Liability 3 7 7 0 6
Application of Funds
Net Fixed Assets 5 1 6 6 6 Investments 1 3 9 3 6 0 7
Net Current Assets 1 0 6 8 4 1 2 Misc. Expenditure N I L
Accumulated Losses N I L Deferred Tax Asset 5 5 0
Capitalised Software
Product Costs 9 6 4 5 7
Turnover 6 2 6 7 1 5 Total Expenditure 4 7 3 1 8 3
Profit Before Tax 1 5 3 5 3 2 Profit After Tax 1 2 7 6 1 2
Earning per Shares in Rs. 1 . 0 6 Dividend Rate % 2 0
Item Code No (ITC Code) 8 9 2
Product Description S O F T W A R E D E V P R O D U C T & S E R V I C E S
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