Dear Members,
Your Directors' are pleased to present the Twenty Third (23rd) Annual
Report along with audited financial statements - both Standalone and Consolidated, for the
financial year ended March 31,2024.
1. Financial Performance Summary
The Company's financial highlights for the year ended March 31,2024,
are summarized below: (Rs in Million)
| Particulars |
Consolidated |
Standalone |
| March 31, 2024 |
March 31, 2023 |
March 31,2024 |
March 31, 2023 |
| Total Income |
671.81 |
1,975.17 |
(62.03) |
652.90 |
| Total Expenses |
923.88 |
2,324.00 |
163.94 |
551.51 |
| EBITDA |
(119.01) |
(105.89) |
(211.48) |
118.65 |
| Depreciation & Amortization |
78.75 |
168.40 |
7.16 |
11.11 |
| Finance Costs |
54.31 |
74.54 |
7.33 |
6.15 |
| Profit before exceptional items |
(252.07) |
(348.83) |
(225.97) |
101.39 |
| Exceptional Items |
(931.83) |
(103.90) |
(1,086.46) |
(54.42) |
| Profit before tax |
(1,183.90) |
(452.73) |
(2,032.43) |
46.97 |
| Profit for the year from continuing operations |
(1,196.20) |
(469.53) |
(2,072.51) |
42.85 |
| Total comprehensive income attributable to:
Shareholders of the Company |
(1,196.28) |
(972.18) |
(2,073.59) |
42.41 |
| Earnings Per Share |
(8.18) |
(6.86) |
(14.01) |
0.29 |
| Equity Shares (in numbers Mn) |
146.22 |
146.22 |
147.93 |
147.93 |
2. Material changes and commitments affecting the financial position
between the end of the financial year and date of the report
One of the subsidiaries of the Company namely M/s. Navitas LLP has
defaulted on repayment of principal and interest amount to ICICI Bank on April 30, 2024.
In this regard, the Company had received a notice from Bank on May 17, 2024, regarding the
invocation of Corporate Guarantee given to M/s. Navitas LLP amounting to Rs. 7.15 Crores.
There are no other material changes or commitments affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this Report.
3. Company's Performance
During the year under review, your Company earned a Consolidated
Revenue of Rs 671.81 Mn as compared to 1,975.17 Mn in the financial year 2022-23. The
Profit/Loss for the year from continuing operations of Rs (1,196.20) Mn as compared to Rs
(469.53) Mn in the financial year 2022-23. The Company, during the year, had a Standalone
Revenue of Rs (62.03) Mn compared to Rs 652.90 Mn in the financial year 2022-23. The
profit/loss from the continuing
operations for the year is Rs (2,072.51) Mn as compared to Rs 42.85 Mn
in the financial year 2022-23.
An analysis of the Business and Financial Results are given in the
Management Discussion and Analysis which forms part of this Annual Report.
4. Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MD&A), for the year
under review, as per provisions of Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, inter-alia, capturing your Company's
performance, industry trends and other material changes with respect to your Company's and
its subsidiaries, wherever applicable, is presented separately, which forms part of this
Annual Report.
5. Dividend
The company has not declared any dividend for the year due to
inadequate profits during the year.
As per statutory requirements and norms, the Dividend Distribution
Policy, in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulation"), is disclosed in the
Corporate Governance Report and is also available on Company's website at
https://www.takesolutions.com/images/corporate_governance1/Dividend-Distribution-Policy.pdf
6. Capital Structure:
There was no change in the Capital structure i.e. Authorised, Issued
and Paid-up Equity Share Capital of the Company during the year.
7. Transfer to General Reserve
An amount of Rs 15.90 Mn was transferred to General Reserve on account
of ESOP exercised/ lapsed by employees. Apart from this, no other amount has been
transferred from Profit and Loss to General Reserve for the financial year 2023-24.
8. Holding Company
As on March 31, 2024, the equity holding of TAKE Solutions Pte Ltd,
Singapore, the Holding Company is 52.90%.
9. Subsidiaries, Joint Ventures and Associate Companies
As at March 31, 2024, the Company had 3 subsidiaries, the details of
which are given elsewhere in the Annual Report under the relevant sections.
10. Change in Nature of Business, if any
There were no changes in the nature of business of the Company and its
subsidiaries during the financial year ended March 31, 2024.
11. Particulars of loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to Loans, Advances,
Guarantees, and Investments are provided as under:
a) As on March 31,2024, the Company had an outstanding corporate
guarantee given on behalf of the entity where control exists (disclosed to the extent of
the borrowing outstanding as on Balance Sheet date) which includes Ecron Acunova Limited -
Rs. 199.84 Mn.
b) During the year under review the Company has not availed any loan.
c) During the financial year, the Company has not made any investment
other than investment made in the wholly owned subsidiary.
12. Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and in the ordinary course of business. There
were no materially significant related party transactions made by the Company during the
year with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large.
All related party transactions were presented to the Audit Committee
and Board of the Company, specifying the nature, value and terms and conditions of the
transactions. The disclosure pertaining to the same has been provided in Form AOC-2 as
Annexure 7.
The Policy on related party transactions as approved by the Board is
uploaded in the Company's website at https://www.takesolutions.com/images/corporate_
governance1/policy-on-related-party-transactions.pdf
13. Employee Stock Options Scheme
In accordance with the SEBI (Share Based Employee Benefits)
Regulations, 2014, the excess of the market price of the underlying Equity Shares as of
date of the grant over the exercise price of the option, including upfront payments, if
any, is to be recognized and amortized on a straight-line basis over the vesting period.
During the current financial year, the Company has not granted any
options to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.
Disclosure in compliance with the Rule 12 of Companies (Share Capital
and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits)
Regulations, 2014 TAKE Solutions Ltd
Particulars of the ESOP Scheme 2007 as at March 31 2024
| Particulars |
Series III |
Series IV |
Series V |
Series VI |
| Grant Price - Rs |
73.00 |
73.00 |
73.00 |
73.00 |
| Fair Value per share - Rs |
89.81 |
93.29 |
154.61 |
47.56 |
| Grant Date |
August 07,2015 |
March 24, 2016, |
May 17, 2018 |
August 08, 2019 |
| Vesting commences on |
August 06,2016 |
March 23, 2017, |
May 16, 2019 |
August 07, 2020, |
| Vesting Schedule |
30% of grant on August 06, 2016, subsequent
30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018 |
30% of grant on March 23, 2017, subsequent
30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019 |
30% of grant on May 16, 2019, subsequent 30%
of grant on May 16, 2020 and balance 40% of grant on May 16, 2021 |
30% of grant on August 07, 2020, subsequent
30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022. |
| Exercise period |
5 Years |
5 Years |
5 Years |
5 Years |
| Option Granted and outstanding at the beginning of the year |
100,000 |
20,000 |
25,000 |
25,000 |
| Option granted during the year |
NIL |
NIL |
NIL |
NIL |
| Option lapsed and /or withdrawn during the year |
100,000 |
20,000 |
25,000 |
25,000 |
| Option exercised during the year against which shares were
allotted |
NIL |
NIL |
NIL |
NIL |
| Option granted and outstanding at the end of the year of
which - Option vested - Option yet to vest |
NIL NIL |
NIL NIL |
NIL NIL |
NIL NIL |
Other Stock option details and the applicable disclosures as stipulated
under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard
to Employees Stock Option Plan of the Company are available on the website of the Company
at www.takesolutions.com
14. Foreign Exchange Earnings and Outgoings During the financial year
2023-24, your Company's foreign exchange earnings were T 19.21 Mn and foreign exchange
outgoings were T Nil Mn as against T 52.21 Mn of foreign exchange earnings and T 1.72 Mn
of foreign exchange outgoings for the financial year 2022-23.
15. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with the provisions of Sec 129(3) and
Schedule III of the Companies Act, 2013 and Indian Accounting Standards
("Ind-AS"), and other recognized accounting practices and policies. The
Consolidated Financials are also available at the website of the Company
http://www.takesolutions.com/.
16. Financials of the Company and its Subsidiaries
The detailed Balance Sheet and Statement of Profit and Loss (both
Consolidated and Standalone) are provided
along with this Annual Report and are also available on Company's
website at https://www.takesolutions.com/ investor-relation#finance.
The financial statements of the subsidiary Companies are available for
inspection by the shareholders at the Registered Office of the Company. The Company will
provide free of cost, the copy of the financial statements of its subsidiary companies to
the shareholders upon request of the shareholders. However, as required, the financial
data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1 as
Annexure 4, which forms part of this Annual Report.
Further, pursuant to SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, separate audited financial statements of each
subsidiary of the Company in respect of a relevant financial year, are uploaded at least
21 days prior to the date of the Annual General Meeting and are also available at the
website of the Company at https://www.takesolutions.com/investor- relation#finance
17. Other Disclosures
a) Your Company has not accepted any deposits from the public within
the meaning of the Companies' (Acceptance of Deposits) Rules, 2014 and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the balance sheet.
b) Your Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards
relating to 'Meetings of the Board of Directors' and 'General Meetings' during the year.
d) Maintenance of cost records and requirement of cost Audit as
prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not
applicable to the business activities carried out by the Company.
e) There are no significant or material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
f) Your Company has neither made any application nor any proceeding
pending under the Insolvency and Bankruptcy Code , 2016 during the year.
18. Corporate Governance
Your Company believes in adopting best practices of corporate
governance. Your Company strives to maintain high standards of Corporate Governance
through interactions with all stakeholders. As per the Regulation 34(3) read with Schedule
V of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, a separate
section on Corporate Governance followed by your Company, along with a certificate from
the auditors confirming the level of compliance with the corporate governance norms under
SEBI LODR Regulation 2015 is attached and forms part of the Board's Report as Annexure 1.
19. Internal Control And Its Adequacy:
Adequate internal control systems commensurate with the nature of the
Company's business, size and complexity of its operations are in place and have been
operating effectively. The Directors have laid down policies and procedures which are
adopted by the company for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information. Apart from this,
your Company has also engaged a full- fledged professional Internal Audit firm to test and
check the Internal Controls of all systems and suggest corrective and remedial measures.
The Audit Committee deliberated with the members of the Management,
considered the systems as laid down and met the internal audit team and statutory auditors
to ascertain their views on the internal financial control systems. The Audit Committee
satisfied itself as to the adequacy and effectiveness of the internal financial control
systems as laid down and kept the Board of Directors informed. However, the Company
recognises that no matter how the internal control framework is, it has inherent
limitations and accordingly, periodic audits and reviews ensure that such systems are
updated on regular intervals.
20. Internal Audit
Internal Audit of the company is handled by Mr. N. Ramakrishnan, an
independent Chartered Accountant, for evaluating the adequacy of internal controls and
concurrently reviews majority of the transactions in value terms. Independence of the firm
and compliance is ensured by the direct reporting of the firm to the Audit Committee of
the Board.
21. Statutory Audit
M/s. Sundar Srini & Sridhar, Chartered Accountants (ICAI
Registration No. 004201S) were appointed as Statutory Auditors of the Company for a term
of five years commencing from conclusion of 21st Annual General Meeting till the
conclusion of 26th Annual General Meeting. The Statutory Auditors report on the financial
statements (Standalone and Consolidated) contains a qualified opinion as provided
hereunder:
Qualifications on Standalone Financial Statements:
1. As stated in Note No 2.4(a) Standalone financial statements show tax
assets to an extent of T 88.32 Million pertain to various assessment years relating to the
financial periods ending upto March 31, 2021. In the absence of sufficient appropriate
evidence to corroborate management's assessment of recoverability of these balances, we
are unable to comment on the carrying value of above receivables and the shortfall, if
any, on the amount that would be ultimately realizable from the tax authorities
considering the fact that the Company's contingent liabilities as at 31 March 2024 include
contingent liabilities as stated in Note No. 4(a) aggregating to INR 113.30 Million
pertaining to direct tax litigations pending before various forums relating to the above
periods, for which the assessment on whether the outflow of resource embodying economic
benefits is probable or not as per the requirements of Ind AS 37- "Provisions,
Contingent Liabilities and Contingent Assets" is in progress. In the absence of
sufficient appropriate audit evidence, we are unable to comment upon the appropriateness
and classification of the aforesaid amounts as provision or contingent liabilities as at
31 March 2024 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and
Contingent Assets" and the consequential impact, if any, on the total liabilities and
loss as at and for the year then ended.
2. Considering the business operations of the Company are severely
impacted as stated in Note No. 13 to the standalone financial Statement, we are unable to
comment on the usage/recoverability of indirect tax credit/receivables of INR 61.29
Million and the consequential impact, if any, on the total assets and loss as at and for
the year then ended is not ascertainable.
3. We draw your attention to Note No. 13 to the standalone financial
Statement, which indicates that the Company has incurred huge loss after tax of INR
2072.51 Million for the year ended March 31, 2024 on account of recognition of impairment
loss on certain financial assets resulting in substantial reduction of net worth of the
Company as on March 31, 2024. Further, significant deterioration in the value of the
assets used to generate cash flows was seen over the last two years as evidenced by lower
volume of business. In addition, the Company has significant litigations under direct tax
law and the outcome & impact of which is unascertainable. Furthermore, the Company has
significant unpaid statutory dues. The cumulative effect of these factors and the possible
impact of the matters stated in (1) & (2) above indicate the existence of a material
uncertainty that may cast significant doubt on the Company's ability to continue as a
going concern and therefore the Company may be unable to realize its assets and discharge
its liabilities in the normal course of business. Despite the above factors, the
Standalone Financial Statements have been prepared on a "going concern basis"
and no adjustment has been made to the carrying value of assets and liabilities as the
Company is exploring various funding options for expansion and also expects improvement in
the overall level of operations in the Generics Development Capabilities vertical as
evidenced by capital investment and other expansion plans undertaken during the reporting
period in the said business. While the plans for the revival of business operations are in
place, the consequential impact on the going concern assumption is not ascertainable at
this stage and hence we are unable to comment on whether the preparation of standalone
financial statements on a going concern basis is appropriate and on the consequential
impact, if any, on the standalone financial statements.
Response by the Management
1 Tax Assets to an extent of Rs 88.32 Million recognised in the
standalone financial statements pertain to various assessment years relating to the
financial periods ending upto March 31, 2021, are fully recoverable upon completion of the
assessment / disposal of the appeals pending in various forums. The refunds are withheld/
under process on account of disputes pending before various forums and no impairment is
considered necessary and further the Management expects a favourable outcome on the
pending tax litigations.
2 Management has actively engaged consultants to claim refunds where
the same is allowed by Laws and balance amount can be carried forward and set off against
any future tax liability that may arise once the business get revived.
3 The Annual Standalone Financial Results have been prepared on a
"going concern basis" and no adjustment has been made to the carrying value of
assets and liabilities as the Company is exploring various funding options for expansion
and also expects substantial improvement in the overall level of operations in the
Generics Development Capabilities vertical as evidenced by capital investment and other
expansion plans undertaken during the reporting period in the said business
Qualifications on Consolidated Financial Statements:
1 Tax assets appearing in the consolidated financial statements to an
extent of INR 118.70 Million pertain to various assessment years relating to the financial
periods ending upto March 31, 2021 as stated in Note No 14(a) to consolidated financial
statements. In the absence of sufficient appropriate evidence to corroborate the
respective entity's management's assessment of recoverability of these balances we are
unable to comment on the carrying value of above receivables and the shortfall, if any, on
the amount that would be ultimately realizable from the tax authorities considering the
fact that the Group's contingent liabilities as at 31 March 2024 include contingent
liabilities aggregating to INR 726.26 Million pertaining to direct tax litigations pending
before various forums relating to the above periods as stated in Note No. 4 consolidated
financial statements, for which the assessment on whether the outflow of resource
embodying economic benefits is probable or not as per the requirements of Ind AS 37-
"Provisions, Contingent Liabilities and Contingent Assets" is in progress. In
the absence of sufficient appropriate audit evidence, we are unable to comment upon the
appropriateness and classification of the aforesaid amounts as provision or contingent
liabilities as at 31 March 2024 in accordance with Ind AS 37, "Provisions, Contingent
Liabilities and Contingent Assets" and the consequential impact, if any, on the total
liabilities and loss of the Group as at and for the year then ended.
2 As stated in Note No: 14(b) to the consolidated financial statements,
the contract assets of INR 147.98 Million disclosed under current financial assets and
deferred revenue of INR 174.56 Million disclosed under other current liabilities
pertaining to businesses which were novated needs to be reconciled as on March 31, 2024.
In the absence of such reconciliation statement, we are unable to comment on the impact on
the consolidated financial statements and further as stated in Note No 14(b) disclosures
in respect of movement in contract balances and deferred revenue and remaining performance
obligation as at the end of the reporting period could not be made in accordance with Ind
AS 115.
3 Considering the business operations of the Company and its subsidiary
Navitas LLP are severely impacted as stated in Note No 13 to the consolidated financial
statements, we are unable to comment on the usage/ recoverability of indirect tax
credit/receivables of INR 95.78 Million and the consequential impact, if any, on the total
assets and loss of the Group as at and for the year then ended is not ascertainable.
4 We draw your attention to Note No 13 to the consolidated financial
statements, which indicates that the Group has incurred huge loss after tax of INR 1196.20
Million for the year ended March 31, 2024 on account of recognition of impairment loss on
certain financial assets and goodwill on consolidation resulting in negative networth for
the Group as on March 31,2024. In addition, the Group has negative working capital as at
the end of current financial year and previous financial year. Further, significant
deterioration in the value of the assets used to generate cash flows was seen over the
last two years as evidenced by lower volume of business. In addition, the Group has
significant litigations under direct tax law and the outcome & impact of which is
unascertainable. Furthermore, the Group has significant unpaid statutory dues. The
cumulative effect of these factors and the possible impact of the matters stated in (a) to
(c) above indicate the existence of a material uncertainty that may cast significant doubt
on the Group's ability to continue as a going concern and therefore the Group may be
unable to realize its assets and discharge its liabilities in the normal course of
business. Despite the above factors, the consolidated financial statements have been
prepared on a "going concern basis" and no adjustment has been made to the
carrying value of assets and liabilities as the Group is exploring various funding options
for expansion and also expects improvement in the overall level of operations in the
Generics Development Capabilities vertical as evidenced by capital investment and other
expansion plans undertaken during the reporting period in the said business. While the
plans for the revival of business operations are in place, the consequential impact on the
going concern assumption is not ascertainable at this stage and hence we are unable to
comment on whether the preparation of consolidated financial statements on a going concern
basis is appropriate and on the consequential impact, if any, on the consolidated
financial statements.
Response by the Management
1 Tax Assets to the extent of Rs 118.70 Million pertain to various
assessment years relating to the financial periods ending upto March 31, 2021, which
according to the management are fully recoverable upon completion of the assessment /
disposal of the appeals pending in various forums. The refunds are withheld/ under process
on account of disputes pending before various forums and no impairment is considered
necessary. Further, Management expects a favourable outcome on the pending tax
litigations.
2 Contract Assets and Deferred Revenue include balances in respect of
contracts novated during the year ended March 31, 2024, which are under reconciliation and
confirmation. According to the management, the adjustments if any required upon completion
of the reconciliation process will not be material.
3 Management has actively engaged consultants to claim refunds where
the same is allowed by Laws and balance amount can be carried forward and set off against
any future tax liability that may arise once the business get revived.
4. The Annual Consolidated Financial results have been prepared on a
"going concern basis" and no adjustment has been made to the carrying value of
assets and liabilities as the Group is exploring various funding options for expansion and
also expects improvement in the overall level of operations in the Generics Development
Capabilities vertical as evidenced by capital investment and other expansion plans
undertaken during the reporting period in the said business.
22. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board had appointed M/s. AKB & Associates Company Secretaries LLP, Practicing Company
Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2024.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2024 is
enclosed as Annexure 2 to this Report. There are no qualifications, reservations or
adverse remarks made by the Secretarial Auditor in his report.
23. Reporting of Frauds by Auditors
Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of
fraud to the Audit Committee during the year under review.
24. Transfer of Unpaid and Unclaimed Amount to Investor Education and
Protection Fund (IEPF)
In accordance with the provisions of Companies Act, 2013 and the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), the
Company is required to transfer the following amount to IEPF established by the Government
of India: -
a) the dividend that remains unpaid or unclaimed for a period of seven
(7) years.
b) the shares on which dividend has not been paid or claimed by the
shareholders for seven (7) consecutive years or more.
c) Accordingly, your Company in its various communications to the
shareholders from time to time, request them to claim their unpaid/unclaimed amount of
dividend and shares due for transfer to the IEPF account established by Central
Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules) including statutory modifications thereof, the Company publishes
notice in newspapers and also sends specific letters to all the shareholders, whose shares
are due to be transferred to IEPF, to enable them to claim their rightful dues.
d) During the year under review, the company was required to transfer
unclaimed amounts pertaining to the dividend declared for the Financial Years 2015-16
Final, 2016-17 First Interim and 2016-17 Second Interim. All the, unclaimed dividends
pertaining to the Financial Year 2015-16 Final, 2016-17 First Interim and 2016-17 Second
Interim amounting to Rs 3,21,870, Rs 1,30,532 and Rs 1,38,657 respectively was duly
transferred to IEPF account as per the stipulated timelines.
e) The unclaimed amount pertaining to the dividend declared for the
Financial Year 2016-17 - Final Dividend, 2017-18 - 1st Interim Dividend and 2017-18 - 2nd
Interim Dividend shall be transferred to IEPF on September 17, 2024, December 15, 2024,
and March 17, 2025, respectively.
f) Details of unclaimed dividend as on March 31, 2024, has been
provided under the Corporate Governance Report that forms part of this Annual Report.
Members who have so far not encashed their dividend warrant(s) or those
yet to claim their dividend amounts may write to the Company Secretary/Company's Registrar
and Share Transfer Agent (M/s. Link Intime India Private Limited).
25. Business Responsibility and Sustainability Report (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 and the
amendment dated May 5, 2021, with effect from financial year 2022-2023, the top one
thousand listed entities based on market capitalization shall submit a Business
Responsibility and Sustainability Report (BRSR) in the format as specified by the Board
from time to time. Since the Company was not in top 1000 listed entities as on March 31,
2024 and thereafter, the Company is not required to submit BRSR under Regulation 34(2)(f)
of the SEBI LODR Regulations.
26. Risk Management
Your Company also has a Risk Management Framework in place covering
critical areas of operations. This framework is reviewed periodically keeping in mind the
business dynamics and external environment and provides the guidelines for managing the
various risks across the business.
Further details on risk management can be found in the Risk Management
Report, forming part of this Annual Report.
27. Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes code for practices and procedures
for fair disclosure of unpublished price sensitive information which has been made
available on the Company's website at https://www.takesolutions.com/images/corporate%20
governance/code-of-conduct-for-prohibition-of-insider- trading.pdf.
28. Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical
behavior. The details of the policy have been disclosed in the Corporate Governance
Report, which is part of this report and is also available on Company's website at
https://www. takesolutions.com/images/corporate%20governance/ whistle-blower-policy.pdf
29. Information Required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
Your Company has constituted Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and has also instituted a policy and framework for employees to report sexual harassment
cases at workplace. The Company's process ensures complete anonymity and confidentiality
of information. Adequate workshops and awareness programmes against sexual harassment are
conducted across the organization. There were no complaints pending for the redressal at
the beginning of the year and no complaints received during the financial year by the
Company's POSH Committee. The Policy on Sexual Harassment of Women at Workplace is
available on Company's website at
https://www.takesolutions.com/images/corporate%20governance/policy-on-prevention-of-sexual-harassment-at-workplace.pdf.
30. Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure 6A to this report. Pursuant to Section
197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of
Managerial Personnel) Rules, 2014, no employee who draw a remuneration of more than Rs
1.20 crores per annum or Rs 8.5 lakh per month, was employed throughout the financial year
or part of the Financial Year.
31. Corporate Social Responsibility
Your Company has always been committed to Corporate Social
Responsibility (CSR) & sustainability initiatives. As per the provisions of the
Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of
its average net profits for three immediately preceding financial years towards CSR
activities. Since 2013, your Company has contributed towards multiple worthy causes, often
going above and beyond this mandate.
During the year under review, since the Company has not crossed the
thresholds as specified under section 135 of the Companies Act, 2013, the Company is not
required to spend any amount towards Corporate Social Responsibility Activities.
Your Company continues to support causes across healthcare, education
and environmental sustainability, and we look forward to taking up many more critical
projects in better times ahead. The detailed CSR report in terms of Section 135 of the
Companies Act, 2013 is forming part of this report as Annexure -5.
Contents of CSR Policy is also available on Company's website at
https://www.takesolutions.com/images/about- take/Corporate-Social-Responsibility.pdf.
32. Particulars Regarding Conservation of Energy, Re- search and
Development, and Technology Absorption
a. Measures taken to reduce energy consumption:
• Continual improvement of 9 % efficiency by Optimal cooling of
work areas and data centers, Preventive maintenance in the UPS and AC plant to ensure
efficient working of the equipment, utilization of lights and stand- alone air
conditioners only when required and disposal of HW obsolesces.
• Motion Sensors have been placed in meeting rooms & Cabin
areas to control the lighting usage effectively, by turn off the lights when no one is
using the room helps to not waste excess energy and improve the environment.
b. Technology Absorption -
• Adoption of XDR (Extended Detection and Recovery) to obtain
Secure better outcomes, Optimize Security Operation, Harmonize and simplify response
across Enterprises. It also provides applications, vulnerability and security
configuration visibility at Endpoints.
• Adoption of Cloud Service better availability and manageability
for Business application. It also provides Secure access for authenticated users.
• Adoption of DRaaS ( Disaster as a Service ) for On- prem
Business application backup copy on cloud to provide continuous Business application
availability in the event of Disaster
• Adoption of Muti-Factor Authentication for VPN Network to
provide secure access to on-prem Business application, File server, etc.
• Adoption of Multi Factor Authentication to login our O365 Mail
service, it provides additional security by requiring a second form of verification and
delivers strong authentication through a range of easy-to-use validation methods from the
users mobile devices.
• Adoption of Microsoft Teams for business as an internal official
communication tool along with Integrated audio conference bridge which allows participants
to dial into Microsoft Teams meetings via multiple devices for the O365 users.
• Adoption Data loss prevention (DLP) which will ensure that
sensitive data is not lost, misused, or accessed by unauthorized users, will also help us
to meet compliance and auditing requirements and identify areas of weakness and anomalies
for forensics and incident response
• Adoption of ADSelfService which has integrated self- service
password management and single sign on solution. This solution helps domain users perform
self-service password reset, self-service account unlocks, employee self-update of
personal details in Microsoft Windows Active Directory. It also offers Windows two-factor
authentication for all remote and local logins. Administrators find it easy to automate
password resets, account unlocks while optimizing IT expenses associated with help desk
calls.
• Adoption of Next Generation AV solution, Endpoint detection and
response (EDR), also known as endpoint threat detection and response (ETDR), is an
integrated endpoint security solution that combines real-time continuous monitoring and
collection of endpoint data with rules-based automated response and analysis capabilities,
which are designed to detect and remove any malware or any other form of malicious
activity on a network.
• Adoption of enterprise-ready security monitoring solution named
"Wazuh" for threat detection, integrity monitoring, incident response and
compliance, which will be used to collect, aggregate, index and analyses security data,
helping organizations detect intrusions, threats and behavioral anomalies.
• Adoption of "UpGuard Breachsight" which helps to
assess our organization's security posture with easy- to-understand and also helps to
improve our security and find leaked employee credentials exposed to the public Internet,
typo squatted domains and software vulnerabilities
• Adoption of Privileged Access Management (PAM) refers to systems
that securely manage the accounts of users who have elevated permissions to critical,
corporate resources, those user accounts are high value targets for cyber criminals.. It
helps to ensure that any unauthorized access to target systems is denied,
• Adoption of Microsoft Teams for business as an internal official
communication tool along with Integrated audio conference bridge which allows participants
to dial into Microsoft Teams meetings via multiple devices for the O365 users.
• Dedicated SOC (Security Operation Center) team has formed to
focus on Security Threat Monitoring and Response. This team will closely work with Blue
team to fix vulnerabilities found in the IT systems.
• Adoption of 3-2-1 Backup Strategy to keep 3 copy of critical
data. Two copies will be in two different physically separated Storage in on-site and one
copy will be available in Off-site.
• Adoption of SOAR (Security Orchestration, Automation and
Response) for Critical Infrastructures services. Also integrated with SIEM (Security
Incident & Event Management) for Deep analysis.
33. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Annual Return as on March 31, 2024, is available in the Company website and can
be accessed at www.takesolutions.com.
34. Board of Directors
a) Board's Composition and Independence
Your Company's Board consists of industry leaders and visionaries who
provide strategic direction and guidance to the organization. As on March 31 2024, the
Board comprised of one Executive Directors and four Non-Executive Independent Directors
and two Non-Executive Directors. None of the Directors of your Company are disqualified as
per Section 164(2) of the Companies Act, 2013. Your directors have made necessary
disclosures, as required under various provisions of the Companies Act, 2013 and Listing
Regulations.
Definition of 'Independence' of Directors is derived from Regulation 16
of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has
received necessary declarations under Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that
they meet the prescribed criteria for independence. The Board, after undertaking
assessment and on evaluation of the relationships disclosed, considered the following
Non-Executive Directors as Independent Directors:
a) Mr. R. Seshadri
b) Mr. G. Ramesh
c) Dr. N. Chandrasekaran
d) Ms. Kiran Sharma
All Independent Directors have also affirmed compliance to the code of
conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.
For the purpose of Rule 8(5(iiia)) of the Companies (Accounts) Rules, 2014, the Board
affirms the integrity, expertise and experience (including the proficiency) of the
Independent Director appointed during the year ended March 31, 2024. List of key skills,
expertise and core competencies of the Board members is provided in Corporate Governance
Report, which forms part of the Annual Report.
b) Committees of the Board
Your Company's Board has the following mandatory committees:
i) Audit Committee.
ii) Nomination and Remuneration Committee.
iii) Stakeholders Relationship Committee.
iv) Corporate Social Responsibility Committee; and
v) Risk Management Committee.
Details of terms of reference of the Committees, Committee membership
changes, and attendance of Directors at meetings of the Committees etc. are provided in
the Corporate Governance report that form part of this Annual Report.
c) Meetings of the Board & Committees
The Board meetings are normally held on a quarterly basis and a
calendar of Meetings is usually prepared and circulated in advance to the Directors. The
Board met four (4) times during the financial year 2023-24 on May 29, 2023, August 14,
2023, November 8, 2023 and February 13, 2024. The necessary quorum was present for all the
meetings. The maximum interval between any two meetings did not exceed 120 days. The
details of the meetings and the attendance of the Directors are provided in the Corporate
Governance Report that forms part of this Annual Report.
d) Directors and Key Managerial Personnel
During the financial year, based on the recommendations of the
Nomination and Remuneration Committee ("NRC") and in accordance with the
provisions of the Act and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the
appointment and resignation of the Directors are as follow:
i. Directors retiring by rotation.
Mr. Srinivasan H R retires by rotation and being eligible, offers
himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment along with other required details forms part of the Notice.
35. Changes in Key Managerial Personnel
Mr. P. Srinivasan resigned from the position of Company Secretary of
the Company with effect from the close of business hours of March 31, 2024.
36. Board Evaluation
In line with the Corporate Governance Guidelines of the Company and the
provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of
Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Annual Performance Evaluation was conducted for all the Board Members as well as working
of Board and its Committees. The Board evaluation framework has been designed in
compliance with the requirements under the Companies Act, 2013 and the Listing
Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI
in January 2017.
37. Policy on Director's Nomination and Remuneration
The Policy formulates the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of the director
(executive/ non-executive/independent) and also the criteria for determining the
remuneration of the Directors, Key Managerial Personnel and Senior Management of the
Company. Details of Nomination, Remuneration & Evaluation policy of the Company is
available on the Company website at https://www.takesolutions.
com/images/corporate_governance1/Nomination- Remuneration-and-Evaluation-Policy.pdf and is
provided as Annexure 6 to this Board's Report.
38. Board Policies
The details of the policies approved and adopted by the Board are
available on Company's website at https://www.takesolutions.com.
39. Declaration by Independent Directors
The Company has received declarations from all the Independent
Directors of the Company, inter alia, confirming that they meet the criteria of
Independence as prescribed under Section 149 of the Act and Regulation 16(1 )(b) of
Listing Regulations, as amended from Independent Directors confirming that they are not
disqualified for continuing as an Independent Director In addition to the declaration by
Independent Directors, pursuant to regulation 34(3) and schedule V para-C clause (10)(i)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
certificate from a company secretary in practice that none of the directors on the board
of the company have been debarred or disqualified from being appointed or continuing as
directors of companies by the Board/Ministry of Corporate Affairs or any such statutory
authority is attached as Annexure-2B and forms part of this Board Report.
40. Familiarization Programme
The Board Members are provided various updates and presentations with
respect to Company's business and operations, its future plans and outlook and other
important developments, from time to time. Subject matter experts from the organization
also provide regular updates to the Board Members regarding various developments.
These details are covered under various minutes and records maintained
by the Company. Details regarding Company's business, operations and other requisite
information may be found at the Company's website at www.takesolutions.com.
41. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during Financial
Year 2023-24.
Pursuant to clause (c) of sub-section (3) and sub-section (5) of
Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
42. Green Initiative
Electronic copy of the Annual Report for FY 2023-2024 and the Notice of
the ensuing AGM is being sent to all shareholders whose email addresses are available in
demat account and registered with Company's Registrar and Share Transfer Agent. As per the
General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020,
shareholders holding shares in demat form are requested to update their email addresses
with their Depository Participant(s) and for shareholders holding shares in physical form,
should get their email registered with Link Intime India Private Limited, Company's
Registrar and Share Transfer Agent.
Acknowledgement
Your Directors wish to thank the Customers, Suppliers Bankers, Business
Associates and Government Agencies and Shareholders for their continued support and co-
operation. The Directors appreciate the contribution made by the employees for their
dedication, hard work and support during these challenging times.
|
|
For and on behalf of the Board of Directors |
| Place: Chennai |
Sd/- |
Sd/- |
| Date: May 30, 2024 |
Srinivasan H R |
Shobana N S |
|
Director |
Executive Director |
|
DIN:00130277 |
DIN: 01649318 |
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