Dear Members,
Your Directors' are pleased to present the Twenty Second (22nd) Annual Report along
with audited financial statements - both Standalone and Consolidated, for the financial
year ended March 31, 2023.
1. Financial Performance Summary
The Company's financial highlights for the year ended March 31,2023, are summarized
below:
(Rs. in Mn)
Particulars |
Consolidated |
Standalone |
|
March 31, 2023 |
March 31, 2022 |
March 31,2023 |
March 31, 2022 |
Total Income |
1,975.17 |
6,694.44 |
652.90 |
352.73 |
Total Expenses |
2,324.00 |
7,474.49 |
551.51 |
328.85 |
EBITDA |
(105.89) |
269.01 |
118.65 |
39.02 |
Depreciation & Amortization |
168.40 |
756.25 |
11.11 |
12.29 |
Finance Costs |
74.54 |
292.80 |
6.15 |
2.85 |
Profit before exceptional items |
(348.83) |
(780.05) |
101.39 |
23.88 |
Exceptional Items |
(103.90) |
- |
(54.42) |
(51.42) |
Profit before tax |
(452.73) |
(780.05) |
46.97 |
(27.54) |
Profit for the year from continuing operations |
(469.53) |
(828.50) |
42.85 |
(51.20) |
Total comprehensive income attributable to: Shareholders of the
Company |
(972.18) |
(9,443.02) |
42.41 |
(4,771.01) |
Earnings Per Share |
(6.86) |
(53.50) |
0.29 |
(32.26) |
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
There are no 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. 1975.17
Mn as compared to 6694.44 Mn in the financial year 2021-22. The Profit/Loss for the year
from continuing operations of Rs. (469.53) Mn as compared to Rs. (828.50) Mn in the
financial year 2021-22. The Company, during the year, had a Standalone Revenue of Rs.
652.90 Mn compared to Rs. 352.73 Mn in the financial year 2021-22. The profit/loss from
the continuing operations for the year is Rs. 42.85 Mn as compared to Rs. (51.20) Mn in
the financial year 2021-22.
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. 91.47 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 2022-23.
8. Holding Company
As on March 31, 2023, 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, 2023, the Company had 2 subsidiaries and 1 step-down subsidiary, the
details of which are given elsewhere in the Annual Report under the relevant sections.
Following changes have occurred during the year under review:
1. The Company's entire stake in TAKE Solutions Global holding Pte. Ltd. Singapore was
disinvested due to an enforced sale by the receivers to a special purpose vehicle.
2. Acunova Life Science Inc, US a Step Down Subsidiary was dissolved.
3. Navitas Life Sciences Company Limited, Thailand a Step Down Subsidiary was
disinvested.
4. The Company invested in TAKE Consultancy Services Inc, US, newly incorporated wholly
owned subsidiary of the Company.
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, 2023.
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, 2023, the Company had outstanding Corporate guarantee given on
behalf of the entities where control exists (disclosed to the extent of the
borrowing outstanding as on Balance Sheet date) which includes Ecron Acunova Limited -
Rs. 245.18 Mn and Navitas LLP - Rs. 87.39 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 2023
Particulars |
Series III |
Series IV |
Series V |
Series VI |
Grant Price - Rs. |
73.00 |
73.00 |
73.00 |
73.00 |
Grant Date |
August 07,2015 |
March 24, 2016, |
May 17, 2018 |
August 07, 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. |
Option granted and outstanding at the beginning of the year |
419,163 |
70,000 |
278,000 |
425,000 |
Option granted during the year |
NIL |
NIL |
NIL |
NIL |
Option lapsed and /or withdrawn during the year |
319,163 |
50,000 |
253,000 |
400,000 |
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 |
100,000 NIL |
20,000 NIL |
25,000 NIL |
25,000 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 2022-23, your Company's foreign exchange earnings were Rs.
52.21 Mn and foreign exchange outgoings were Rs. 1.72 Mn as against 80.90 Mn of foreign
exchange earnings and Rs. 11.99 Mn of foreign exchange outgoings for the financial year
2021-22.
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 the
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 to 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 at regular
intervals. The Statutory Auditors have also issued a report on review of Internal
Financial Controls (ICFR) and have expressed that the Internal Controls over Financial
Reporting are adequate and operating effectively.
20. Internal Audit
Internal Audit of the company is handled by M/s. Prasan & Associates, an
independent Chartered Accountant firm, 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:
(i) The business carried on by Navitas LLP is severely impacted during the year on
account of enforced sale of wholly owned subsidiary and other factor as stated in Note No.
2.30 and Note No.13. Further, in accordance with Ind AS 109, the Company has not assessed
the changes in risk/expected cash shortfall to determine expected credit loss allowance to
be recognised in respect of the financial guarantees given to lenders of LLP for the loans
availed by Navitas LLP and the balance outstanding loan in the books of said LLP as on
March 31, 2023 is Rs. 87.39 Mn. Hence, we are unable to
comment on the consequential impact, if any, on the standalone financial statements.
(ii) Standalone financial statements show tax assets to an extent of Rs. 90.70 Mn
pertaining to the financial period ending upto March 31,2020. 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.
Response by the Management
(i) The Enforced sale by the Creditors of TSL's overseas subsidiary has impacted the
business of Navitas LLP substantially. The management is trying to manage the situation
and explore alternative growth options to stabilize the business. These have been tabled
at the Board and are pending conclusion at this point of time.
(ii) Tax assets recognised in the Standalone Financial statements are sub-judice in
various appellate authorities including the High Court and are recoverable in the opinion
of the management, upon completion of the assessment/proceedings by the authorities.
Qualifications on Consolidated Financial Statements:
(i) Tax assets appearing in the consolidated financial statements include an amount of
INR 90.70 Mn pertaining to the Holding Company in respect of the financial periods ending
upto March 31, 2020. 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.
(ii) As stated in Note No 15(b) Contract Assets of INR 240.99 Mn disclosed under
current financial assets and deferred revenue to an extent of INR 245.40 Mn disclosed
under other current liabilities pertaining to businesses which were novated needs to be
reconciled as on March 31,2023. In the absence of such reconciliation statement, we are
unable to comment on the impact on the consolidated financial statements and as stated in
Note No 15(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.
(iii) No impairment assessment on trade receivables whose net carrying value is INR
122.10 Mn have been carried out by the Navitas LLP as stated in Note No 15(c) as at 31st
March 2023 as the business operations are severely impacted as stated in Note No 14 to the
consolidated financial statements. In the absence of sufficient appropriate evidence, we
are unable to comment on consequential adjustments if any, that may be required to be made
in the carrying value of the trade receivables. Further, Considering the business
operations of the said LLP are severely impacted, we are unable to comment on the
usage/recoverability of indirect tax credit/receivables of INR 36.20 Mn. Further, material
uncertainty regarding LLP's ability to continue as a going concern exist and may require
adjustments to the carrying value of its assets and liabilities which could not be
quantified in the absence of requisite information.
Response by the Management
(i) Tax assets recognised in the Consolidated Financial statements are sub-judice in
various appellate authorities including the High Court and are recoverable in the opinion
of the management, upon completion of the assessment/proceedings by the authorities.
(ii) Unbilled Revenue and Deferred revenue referred in Note 5(b) are under
reconciliation & confirmation with the customers; According to the management, the
adjustments if any required upon completion of the reconciliation, will not be material.
(iii) The management is in discussions with customers exploring options to stabilize
the business of Navitas LLP and collect recoverables as well as utilise tax credit.
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, 2023. The
Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2023 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 the 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, Risk and Compliance 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 2014-15 Final, 2015-16 First
Interim and 2015-16 Second Interim. Out of the three, unclaimed dividend for the Financial
Year 2014-15 Final and 2015-16 First Interim Interim amounting to Rs. 1,45,544 and Rs.
1,16,331 respectively had already been transferred to IEPF account. With respect to
2015-16 Second Interim, the company had transferred the unclaimed dividend amounting to
Rs. 1,42,513 on April 4, 2023 as per the stipulated timelines.
e) The unclaimed amount pertaining to the dividend declared for the Financial Year
2015-16 - Final Dividend, 2016-17 - 1st Interim Dividend and 2016-17 - 2nd Interim
Dividend shall be transferred to IEPF on October 2, 2023, December 10, 2023, and March 11,
2024, respectively.
f) Details of unclaimed dividend as on March 31, 2023, 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, 2022 and thereafter,
the Company shall not be 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, a 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
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 governance/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 programmed 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
governance/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 a 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, Research 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.
TAKE corporate office is outfitted with LED lighting with controls programmed
for usage and shut-off with manual override by using motion sensor in the cabins and
meeting rooms. Cassette AC round flow of 360? air discharge for optimum energy efficiency
and comfort.
Motion Sensors have been placed in meeting rooms & cabin areas to control
the lighting usage effectively. By turning off the lights when no one is using the room,
it helps in lowering energy waste and thereby, safeguarding 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 onpremise 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 of 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 selfservice 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 analyze security data,
helping organizations detect intrusions, threats and behavioral anomalies.
Adoption of "UpGuard Breachsight" which helps to assess our
organization's security posture that is 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,
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, 2023, is available in the Company website and can be accessed at
https://www.takesolutions.com/images/ reports/2023/Annual_Return_2022-2023.pdf.
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 2023, the Board comprised of
one Executive Director 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. Rangasami Seshadri
b) Mr. Ramesh Gopal
c) Dr. Nagarajan 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, 2023. 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 eleven (11)
times during the financial year 202223 on April 1, 2022, May 13, 2022, May 27, 2022, June
27, 2022, June 30, 2022, September 27, 2022, October 18, 2022, November 7, 2022, December
7, 2022, December 30, 2022 and February 14, 2023. 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 follows:
i. Directors retiring by rotation.
Mr. Chella Gowrishankar retires by rotation and being eligible, offers himself for
re-appointment. A resolution seeking shareholders' approval for his reappointment along
with other required details forms part of the Notice.
ii. Appointment of Directors
a) Mr. Srinivasan H R and Mr. Chella Gowrishankar were appointed as Non-Executive
Directors and Mr. Ramesh Gopal was appointed as NonExecutive Independent Director of the
Company with effect from June 30, 2022 and the same has been approved by shareholders
through postal ballot process.
b) Ms. Shobana N S was appointed as Executive Director of the Company with effect from
August 18, 2022 and the same has been approved by shareholders through postal ballot
process.
c) Mr. Rangasami Seshadri and Mr. Nagarajan Chandrasekaran were appointed as
Non-Executive Independent Directors of the Company with effect from September 29, 2022 and
the same has been approved by shareholders at the AGM held on December 23, 2022.
d) Ms. Kiran Sharma was appointed as Non-Executive Independent Director of the Company
with effect from February 14, 2023 and the same has been approved by shareholders through
postal ballot process.
iii. Resignation of Independent Director and NonIndependent & Non-Executive
Director
a) Cessation of Ms. Shobana N S as Executive Director of the Company with effect from
April 29, 2022
b) Mr. Srinivasan H R resigned as Managing Director of the Company with effect from the
close of business hours of June 27, 2022.
c) Mr. Narayanan Kumar, Chairman and Independent Director and Mr. Venkatraman Murali,
Independent Director resigned from the Company with effect from the close of business
hours of June 29, 2022.
d) Ms. Uma Ratnam Krishnan, Mr. Balasubramanian Srinivasan and Mr. Raghavendra
Seetharam Srivatsa resigned as Independent Director with effect from the close of business
hours of June 30, 2022.
35. Changes in Key Managerial Personnel
a) Mr. Lalit Kanta Mahapatra resigned from the position of Chief Financial Officer of
the Company with effect from the close of business hours of June 30, 2022.
b) After considering the experience, knowledge and skills and taking into account the
recommendations of the Nomination and Remuneration Committee, Mr. V Venkatesan was
appointed as the Chief Financial Officer (CFO) of the Company w.e.f. December 30, 2022.
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 https://www.takesolutions.com. 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 in the
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
2022-23.
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 2022-2023 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 cooperation. 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 29, 2023 |
Srinivasan H R |
Shobana N S |
|
Director |
Executive Director |
|
DIN:00130277 |
DIN:01649318 |
|