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Page 1: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

A N N U A L R E P O R T 2 0 0 8 - 0 9

www.takesolutions.com

Power of focus

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Page 2: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

Contents

About us _2

Financial highlights _3

The year gone by _4

Board of Directors _6

Letter from the President & CEO _8

Letter from the Managing Director _10

Global Management team _12

Company information _13

Directors’ Report _14

Management Discussion and Analysis _18

Corporate Governance Report _25

Consolidated Financials

Auditors’ Report _34

Balance Sheet _35

Profit & Loss Account _36

Cash Flow Statement _37

Schedules to and forming part of Balance Sheet and Profit & Loss Account _38

Standalone Financials

Auditors’ Report _52

Balance Sheet _55

Profit & Loss Account _56

Cash Flow Statement _57

Schedules to and forming part of Balance Sheet and Profit & Loss Account _58

Statement under Section 212(8) _83

Balance Sheet Abstract & Company’s General Business Profile _84

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1

Three words that demonstrably define TAKE Solutions’ evolution

into a leading global business technology Company, addressing

the myriad needs of a marquee customer base.

Three words that continuously re-define TAKE Solutions’ ability to

usher in a new level of business efficiencies for clients seeking

revolutionary solutions in a complex and ever-changing

marketplace.

It is our power of consistent business focus that has helped us

create an unrivalled powerhouse of domain knowledge &

expertise, while enabling us to develop critical R&D capabilities.

It is our power of focus on strategic evolution that has helped us

deploy a robust technology framework to deliver cutting-edge

customized products and solutions.

It is our power of focus on execution that has always facilitated

our prudent organic growth and strategic roll-out of plans with

the single-minded objective of delivering value.

And it is our power of steadfast organizational focus that has

enabled the creation of a value-based enterprise that is committed

to doing the right things at the right time.

AT TAKE SOLUTIONS, OUR UNWAVERING FOCUS ON

ACHIEVING OUR AMBITIOUS VISION LIES AT THE CORE OF

EVERY ACTIVITY, EVERY STRATEGY AND EVERY PLAN

ENVISAGED, EXECUTED AND EXCELLED AT.

Power of focus

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2

About us

Portfolio of solutions

Our product suite in the SCM Vertical is sold under the umbrella

brand ‘TAKE SCM’, which offers 16 unique products with

embedded IP that spans the entire gamut of execution, planning

and collaboration. Our SCM products can be easily integrated

with the underlying ERP/ legacy system and do not require any

changes in the existing software system of the enterprise. Creation

of value through combined capabilities of all partners in business

— orchestration of business processes that span beyond the

organizations’ boundaries and across various entities such as

suppliers, distributors, vendors, stockists etc. is at the heart of our

offering.

In the Life Sciences domain, we are committed to delivering a full

spectrum of information management services and solutions,

leveraging industry data standards like CDISC and eCTD that help

sponsors streamline the clinical data lifecycle.

Our vision is to provide life sciences customers with a single

source for clinical data services, regulatory-compliant technology

solutions and data safety systems. The coupling of FDA-compliant

information management processes and technologies with rich

clinical data lifecycle domain experience provides the foundation

for our success. Our in-depth understanding of the clinical

development process combined with knowledge of industry data

standardization initiatives allow us to overcome the challenges

of managing the data lifecycle in a highly stringent regulatory

environment.

The end goal is to facilitate timely submission of results for

sponsors from clinical studies in marketing applications to support

regulatory review and approval.

Global power

The Company is currently serving more than 350 marquee clients

across 16 countries. Headquartered in Chennai, where the

Company has its SCM Domain Excellence Centre and Global

Delivery Centre, the Company also has strong presence in the

US, with the Life Sciences Domain Excellence centre located in

Princeton, New Jersey.

Quality power

TAKE Solutions is assessed at Level 5 of the Capability Maturity

Model Integration (CMMI) & Level 3 of the People Capability

Maturity Model, Software Engineering Institute, Carnegie Mellon

University, USA. It is a Microsoft Gold Certified Partner, a Charter

Member of the Microsoft BioIT Alliance, as well as a Registered

CDISC Solution Provider.

Incepted in the year 2000, TAKE Solutions is a leading international business technology Company, providing innovative, cost-effective

and comprehensive solutions for businesses across diverse sectors through its two key niche business focus areas - Life Sciences and

Supply Chain Management.

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3

Financial highlights of 2008-09

2005

Rs. in Millions

87% CAGR over the last 4 years (Across Geographies)

108% CAGR over the last 4 years (Across Domains)

Total Revenue

2006 2007 2008 2009 2005

Revenue (%) Distribution

2006 2007 2008 2009

2005

Rs. in Millions

Profit After Tax

2006 2007 2008 2009 2005

Revenue (%) Distribution

2006 2007 2008 2009

3,433

1

99

40

60

48

52

67

33

2,967

1,828

482281

54014

86

40

60

45

7

48

5

41

54

539

330

108

29

A-PAC USA

SCM LS Others

73

27

7

45

48

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Focused growth across Life Sciences vertical

Launched new range of Pharmacovigilance products forthe Asia Pacific Market.

Announced multi-client adoption of PharmaReady™ Version 4.1.

Enhanced PharmaReady Product With Paper SubmissionsModule.

Chosen as “lead technology partner” for University ofCalifornia’s USD15 million “Epilepsy Genome Project(EPGP)”, sponsored by University of California inpartnership with Microsoft.

4

The year gone by…

Focused financial growth

The consolidated revenue for the year stood at INR 3,433 million(USD 73.9 million), a 16% increase over FY 07-08.

Net profit before minority interest for the period was INR 540 million(USD 11.6 million).

EBITDA stood at INR 782 million (USD 16.8 million) and EBITDAmargin at 23%.

The EPS for the period was INR 4.44.

Awards & Accolades

Ranked 10th in the Deloitte Technology Fast 50 India 2008. This program recognizes technology companies that have achieved the fastest rates of annual revenue growth inAsia Pacific during the past three years.

Positioned as one of the top six finalists amongst over 100 companies in the NASSCOM ITInnovation Awards 2008 for “Market Facing - Business Process and Business Model.”

Selected by Food Logistics to the publication’s 2008 Food Logistics 100 list.

Achieved Level 3 in the People Capability Model (PCMM) of the Software EngineeringInstitute.

Selected to the Global Logistics & Supply Chain Strategies’ 100 Great Supply Chain Partners list.

Focused growth across SCM vertical

Released Global Track and Trace Solution for Government Assets and Materials in the US.

Launched Compliance Label Manager (CLM) Professional, an easy-to-usebarcode and RFID printing management software certified by SAP.

Launched an online store providing manufacturers and distributors easy-to-usesolutions that streamline their supply chain operations.

Received SAP Integration Certification for our product TAKE iPoint 1.0

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New HR initiatives

5

Endorsement of people competencies, processes and quality:

Continuous endorsement of the Company’s HR systems, be it for the

processes or quality and competencies of its employees, helps further

enhance its core strengths and take its business to the next level. During

the year, the Company was assessed for Level 3 of the People Capability

Maturity Model (PCMM). This is an affirmation of our continued ability

to attract, develop, motivate, mentor, organize and retain the necessary

talent needed to steadily improve our software development capabilities

and business processes. These capabilities enable us to continuously

address new challenges, embrace new practices and strive towards

making TAKE indisputably the most preferred work place for employees.

Efficient and effective management of human capital: This is a critical component of the Company’s efforts towards augmenting

its efficiencies and client servicing systems. In line with its policy to imbibe a uniform and global management framework for HR

practices across all locations, the Company’s Human Resource Management System (HRMS), running successfully in India, has now

been replicated across all our overseas offices. The Company also successfully introduced a balanced scorecard system during the

year. This performance management approach focuses on various overall performance indicators, which are aligned with the

various divisional and organizational goals.

Critical mentoring: Motivating employees is always important, but inspiring them assumes an increased significance during

challenging economic times, when the business environment is less than promising, as emotions such as fear and anxiety can

adversely impact employee performance. In order to avoid such a situation the top management at TAKE was actively involved in

sharing global economic concerns and industry level developments with employees in an effort to demystify the global

developments and its impact on the industry. The strategy was aimed at addressing the fears of employees in order to keep them

motivated. This was achieved through active participation of the top management through regular group mentoring sessions.

The Company also conducted several innovative communication workshops, where employee participation was encouraged

though role play, experience sharing and team building exercises.

Organization building: As a part of the organization building strategy at TAKE, several measures were initiated during the year to

mentor employees and encourage healthy competition among them. These included a series of activities for identifying and

nurturing potential leaders and inducting new resources.

The TAKE Solutions World Corporate Golf Challenge gives Indian corporate

teams a unique opportunity to represent their country in the only annual

World Golf Championship for corporate teams. The TAKE Solutions World

Corporate Golf Challenge - India is the only qualifying tournament to select

an Indian Team for the World Final.

The regional tournaments during the year were held at Bengaluru, Delhi

and Lonavla, with the National Finals contested by top two teams from each

city. The national finals tournament was won by team RGD & Associates

beating the Credit Suisse team.

This tournament, targeted at the corporate world, saw the participation of

CEOs and senior management of major corporate houses like Deutsche

Bank, Toyota, Pepsi India, Intel, ICICI, Credit Suisse, T&T Motors, Hinduja

Group and Bharati Airtel, amongst others. TAKE Solutions hopes to make the

event a bigger draw in the coming years.

The TAKE Solutions World Corporate Golf Challenge 2009

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6

Board of Directors

MR. N. KUMARChairman

Mr. Kumar is the Vice Chairman of theSanmar Group and also serves on theBoards of many blue chip companies.

Recognised as a senior and respectedvoice representing the Indian industry,Mr. Kumar was the former Presidentof the Confederation of IndianIndustry (CII) and is the current

Honorary Consul General of Greece in Chennai and the HonoraryBusiness Representative of the International Enterprise Singapore.

He is also actively involved in a wide range of public and social welfareactivities including education, health & sports in addition to supportingNGOs working for the welfare and training of exceptional children.

Mr. Kumar is an Electronics & Communications Engineer from theCollege of Engineering (Anna University), Chennai.

PROF. G. RAGHURAMIndependent Director

A distinguished expert in SupplyChain and Logistics Management,Infrastructure & Services managementand related subjects, Prof. Raghuramhas served as consultant to over 50 organizations in India andoverseas. He has also taught atprestigious management institutes in the US and is currently the

‘Indian Railways Chair Professor’ at IIM (Ahmedabad).

Prof. Raghuram is a Ph.D from Northwestern University, KellogGraduate School of Management, USA and an alumnus of the IndianInstitute of Management, Ahmedabad. He holds a B.Tech degree inElectrical Engineering from Indian Institute of Technology, Chennai.

MR. N. RANGACHARYIndependent Director

An authority in the subject of financeand taxation, Mr. Rangachary hasheld prestigious positions spanning along & distinguished career with theIndian Civil Services. He was theChairman of Insurance Regulatoryand Development Authority and also the Chairman of the CentralBoard of Direct Taxes. He is

currently an advisor to a number of organizations.

Mr. Rangachary is a Chartered Accountant, a Cost Accountant and aCompany Secretary as well as an Honourary Fellow of the ActuarialSociety of India.

MR. D. A. PRASANNAIndependent Director

Considered a thought leader in HealthCare and Life Sciences, Mr. Prasannahas worked in global leadershippositions at GE and was ViceChairman at Wipro. He was afounding member of the Wipro teamthat initiated the company’s entry intoIT. As the startup CEO of GE Medicalin India, he led the company from

No. 5 to No. 1 position in the country. Leveraging India’s competivenessin the global arena, Mr. Prasanna developed a USD 330 million globalbusiness for GEMS. He currently serves on the Boards of various Pharmacompanies and Research Institutes. He also leads an industry taskforcefor projecting and promoting Bengaluru as a Health Destination underthe aegis of the Confederation of Indian Industry.

Mr. Prasanna is an alumnus of the Indian Institute of Management,Ahmedabad and GE Global Business Leadership Program atCrotonville.

MR. S. KRISHNAMURTHYIndependent Director

A dedicated, senior banker, Mr. Krishnamurthy has held severalprominent positions during his careerspanning over four decades. He was the Chief General Manager at Reserve Bank of India, the BankingOmbudsman at Chennai; theChairman of Tamilnadu MercantileBank; General Manager (Vigilance &

Inspection/Audit) at the Indian Overseas Bank and the Secretary ofBanking Services Recruitment Board for Public Sector Banks.

Mr. Krishnamurthy is a graduate in Science with a MLM and a Diplomain Industrial Relations and Personnel Management.

MR. SRINIVASAN H.RVice Chairman & Vision Holder

Mr. Srinivasan is the Vice Chairmanand Vision Holder of TAKE Solutions.He brings in 23 years of experience inSupply Chain Management. He playsa pivotal role in the evaluation of newinitiatives, mergers and acquisitions,leadership and development at TAKESolutions.

Mr. Srinivasan had previously served as Managing Director atSembCorp Logistics and Temasek Capital. He serves on the Board ofseveral companies spanning industries viz. technology, logistics &Supply Chain Management and financial Services. He holds an MBAand a Degree in Mathematics.

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MR. R. SUNDARA RAJANIndependent Director

With a career spanning over threedecades of rich experience in thepharmaceutical industry, Mr. SundaraRajan has successfully spearheadedsignificant technology innovationsand foreign collaborations in thissector. He was the Executive VicePresident-Strategic Business Planningat Matrix Laboratories Ltd and is

currently an Advisor to the Shriram Group of Companies, Chennai. Heis also on the Board of the Manipal Acunova Pvt. Ltd, a reputed ClinicalResearch Organisation in India.

Mr. Sundara Rajan is a Mechanical Engineer from the JadhavpurUniversity, Kolkata, and an alumnus of the Indian Institute ofManagement, Ahmedabad.

MR. RAM YELESWARAPUNon-Executive Director, President andChief Executive Officer

An entrepreneur with a flair forleading global teams andorganizations in solving businesschallenges by using informationtechnology. Mr. Ram has well over adecade of experience working forpharmaceutical companies across arange of business applications from

development to commercialization of drugs. In the current role as theCEO, he led the company to a successful IPO and established anaggressive growth track record across global markets. He holds anengineering degree from IIT, Chennai.

MR. R. SESHADRIExecutive Director and Co-Founder

A Cost Accountant and a CompanySecretary, he is a co-founder of theCompany and currently oversees the Quality and Risk Managementfunctions. He has over three decadesof work experience including stints with Sembcorp Logistics (India) Ltd, State Bank of India,

TVS Group, Shaw Wallace and the Shriram Group.

He holds a graduate degree in Commerce and is also a certified trainer.

7

MR. S. SRIDHARANManaging Director

A highly motivated entrepreneur witha distinctive track record spanning 15years in the IT industry, Mr. Sridharanis the brain behind Megatrends andSurf India - both of which developedinto highly successful ventures -thereby contributing significantly tomapping the future of the IT industryin the country.

Driven by his passion for work and inspired by his creative andentrepreneurial drive, he was instrumental in the launch of iStartWebin 2000 to create Intellectual Property oriented software, and thereaftersuccessfully steered it through the whole life cycle.

At TAKE, Mr. Sridharan spearheads the Company’s Supply ChainManagement initiatives to distinguished heights globally.

Mr. Sridharan holds a BE degree in Electrical and Electronics.

MR. D. V. RAVIDirector and Co-Founder

Mr. D V Ravi is Director and Co-Founder of our Company. With overtwenty two years of experience instrategic planning, business process re-engineering, organizational changemanagement he oversees andprovides strategic inputs to the globalfinance and corporate servicesfunctions of our Company.

Ravi is the Managing Director of Shriram Capital Limited. He also serveson the boards of various Shriram Group companies.

Mr. Ravi is a commerce graduate from Bangalore University and a postgraduate in Management from the Institute of Rural Management,Anand (IRMA).

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Dear Shareholders,

It is with a sense of pride that I present to you some of the key

highlights of the fiscal year 2008-09. Notwithstanding the

challenging global economic environment, your Company

continued its onward and upward journey with a healthy

performance.

The Company’s consolidated revenue for the financial year that

ended March 2009 stood at INR 3,433 million (USD 73.9

million), a 16% increase over FY 07-08. Net profit for the period

was INR 529 million (USD 11.4 million). EBITDA stood at

INR 782 million (USD 16.8 million) and EBITDA margin at 23%.

The EPS for the period was INR 4.44.

Reflections on the challenging times

The crisis that quietly began at the end of 2007 on Wall Street led

to the deep freeze of credit markets and quickly spread to the

main street of economy, mutating into a global crisis. With more

than 15% of the workforce in America rendered jobless or

unemployed, coupled with a significant and dramatic collapse of

the value of listed shares in American firms and the worst slide in

industrial production since the Second World War, nearly every

business has a woeful tale to tell.

While some are seeking scapegoats, others are happily

pandering, waiting for the crisis to get over. The crisis will see

many firms being eliminated from the business landscape.

However, the survivors will emerge leaner and stronger than ever

before, and possibly operate in a new paradigm altogether. In the

next couple of years, businesses that thrive will be those that

rationalise costs, are wary of debt, cautious with cash flow and

obsessively attentive to what customers want, along with being

creative and innovative.

Your Company was certainly not insulated to the ripple effects of

this economic tsunami. But the impact has, by and large, been

minimal. In the Life Sciences segment, for instance, we have not

witnessed any rollback in information technology investments,

especially from the large biopharmaceutical companies. In fact,

niche providers like your Company, with their intense domain

expertise in the areas of clinical and regulatory pharma, along

with a differentiated set of products, continue to be sought by

customers and face attractive prospects for services outsourcing.

In our Supply Chain segment, too, notwithstanding deferment

of orders by some of our clients resulting largely from the

slowdown in the manufacturing industry, which is the largest

market for our Supply Chain products, customer engagement has

strengthened.

Innovation, the key to organic growth

Necessity, as they say, is the mother of invention. Last year was

more or less a time for introspection, as we grappled with new

market realities. Thanks to the efforts of TAKEsters around the

globe, we spent more time increasing in-house operational

efficiencies, streamlining best practices and embracing sound

technology to harness the full potential of our talent pool. We

will continue to go down that path to secure internal efficiencies

so that we come out stronger when the economic situation

changes for the better.

We have always believed, and continue to believe that the major

segments of our business around Life Sciences and Supply Chain

management will accrue tremendous value for the Company and

its shareholders. Having secured a firm foothold in the Western

markets with our wide array of products, we recognised that our

established products made perfect sense for emerging markets

too, as they embarked on adopting technologies and standards

from the more developed parts of the world. Our established

reputation as a niche provider of domain-rich solutions to the

US and EU markets is now enabling us to try and secure the

President & CEO

Letter from the

8

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first-mover advantage within the emerging markets space.

That is precisely the story of our India market too, where our

PharmaReady product continues to gain market share with the

largest number of installations as against our nearest competitors.

In essence, we firmly believe that the investments made by your

Company in architecting and building innovative solutions,

pertinent to the industry segments where we participate, will pay

us rich dividends as we shop them globally.

The trust and relationships that your Company has established

with several hundred customers is a very secure investment that

we sincerely believe will lead us to doing steady business across

new and innovative service lines during those difficult times when

acquiring new customers may not be as easy, under the prevailing

situation.

Liquidity and cash on hand, the right priorities

The freeze in capital markets around the globe has heightened

the importance of liquidity and cash on hand, and we are

certainly pleased to end FY 09 with INR 1,102 million of cash

and cash equivalents. We also continue to rationalise costs to

align with the market conditions and to build a more sustainable

cost structure.

Towards this, the Company’s senior management has voluntarily

opted for a substantial salary reduction in the current financial

year. The Company is also working towards reducing general and

administrative expenses. Consolidation of infrastructure and data

centers, along with efficient use of office space, is further helping

this cause.

Alliances and partnerships, the route to risk mitigation

While this may be the most opportune time for acquisitions as the

valuations are down, our focus is to conserve cash and grow the

organic part of our business. We may look at transactions which

add value to our business model and help us align quickly to the

new realities in the market.

We are currently focusing on consolidating and becoming more

efficient in our operations in all the geographies and business

units of our presence. We are focused on forming partnerships

with companies that can give us market access and more offerings

to support the new market realities. We have forged many

partnerships in the recent times — Entcomm, PSI, Foxfire, SCS and

Track IT in the Supply Chain space, and Basecon as a SaaS-based

Pharmacovigilance solution provider in the Life Sciences space.

Looking ahead

It is amply evident that the journey ahead will be fraught with

challenges and the short-term outlook will continue to exhibit

uncertainties, but your Company could not be better prepared to

withstand this stress and come out ahead of the competition. It

is said that half the battle is won when one acknowledges and

recognises the hurdles along the way. Having done that already,

we sincerely believe that we have a winning strategy in place at

TAKE to cruise along, and are fully prepared to step on the gas

pedal as the need arises to forge ahead.

In conclusion, we would like to extend our thanks to all of our

associates for their hard work and dedication during the past year;

to our Board of Directors for their continuing support and

guidance, and to you, our shareholders, for the trust you placed

in us. We assure you that your Company is in good health and

look forward to meeting the current challenges with confidence,

and to reporting continuing progress throughout 2009 in our

quest to further strengthen the foundation of this remarkable

edifice.

Thank you,

Ram Yeleswarapu

9

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10

Managing Director

Letter from the

Dear Shareholders,

If challenges reveal character, the events of 2008-09 have truly

illustrated the power of focus that is ingrained in every aspect

of our business at TAKE. And while the business environment we

faced did not invite excess optimism, we carefully took stock of

the situation, moved ahead with determination and resolved to

overcome the difficulties ahead. We have successfully not only

avoided a decline in revenue and earnings, our consolidated

revenue for the financial year ended March 2009 have in fact

increased by 16% over FY 07-08 and we continue to have a

robust pipeline of projects and have retained our key accounts. It

is clearly our power of focus has helped us in this endeavour to

a large extent proving its mantle in difficult times.

It is indeed the power of focus that defines our business strength

right from our Intellectual Property (IP), wide range of SCM and

Life Sciences product portfolio, our domain expertise to the well-

earned trust of our clients. It is indeed the power of focus that sets

us apart, driving us to perform bigger and better in all ways,

making us what we are today…..a recognised global business

technology, growing company empowered to grow, always.

Achievements in a challenging year

In many ways a validation of our power of focus is the receipt of

various prestigious rankings and awards right from being

recognised as the Deloitte & Touché 10th fastest growing

company in India to being assigned the PCMM Level 3

certification and achieving the finalist position in the NASSCOM

IT Innovation Award during the year.

The Deloitte Technology Fast 50 India 2008 program recognises

and profiles 50 fast-growing technology companies in India based

on their percentage of revenue growth over the last three financial

years and it is a matter of pride for TAKE Solutions to be placed

amongst the top 15 for the second year in a row. Furthermore, for

the consecutive second year, TAKE was among the top 100

technology companies profiled in the Deloitte Technology Fast

500 Asia Pacific.

An endorsement of our well-established process infrastructure

and ability to manage competency based people practices is the

receipt of the People Capability Maturity Model (PCMM) Level 3

assessment of the Software Engineering Institute (SEI). The

recognition vindicates your Company’s strong vision and

commitment towards people and people processes.

TAKE Solutions was one of the top six finalists in the NASSCOM

IT Innovation Awards 2008 from more than 100 companies. The

Award is designed to recognise companies that have made

innovation a part of their organizational DNA, and use the

innovation engine to reinvent their processes, marketing and

product development strategies. Your Company is proud to

receive this prestigious ranking for an innovation in the supply

chain vertical, put in use for the pharmaceuticals industry.

Renewed focus

Operationally, 2008 has been an eventful and a challenging year.

At TAKE Solutions, we faced a difficult fourth quarter and it was

for the first time in our history that we were below our budgeted

predictions. However, we undertook several measures of

prudence to imbibe further cost competitiveness to confidently

brace for a difficult period forward especially the first half of 2009.

On a strategic level, we have continued to invest in our business

and product development to ensure we remain sharply

competitive and dynamic. In our continued endeavor to build the

organization capabilities for tomorrow, the leadership team’s

capabilities have been augmented globally with top notch

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professionals from leading organizations. Our Center of

excellence for both the Life Sciences and Supply Chain domain

has been augmented and plans are on the anvil to create a world

class excellence center to demonstrate our technological prowess

and emerging technologies that can be used by customers in their

business for a sustaining competitive advantage.

Focus on partnerships

We are focused on creating extensive partnerships, developing

deeper capabilities, offering next generation products and

services and has always been recognised as customer focused

organization and global business designs.

We are not only looking at differentiation at the products &

service level, but are also using the technological advances to

create disruptive business models. The enterprise model has been

reconfigured to leverage extensive partnerships to deliver greater

value to customers at a variable cost. The Revenue model has

been changed to cater to newer customer requirements such as

‘Pay as you go’ (SaaS- Software as a Service), result based

licensing and software assurance, besides the current pricing

models.

Exploring new avenues

To build a more balanced business structure, your Company is

evolving strategies to add a new business segment - “Enterprises

services business”. The global meltdown has augmented the need

to drastically reduce operating expenses across industry thus

making cost-effective and efficient outsourcing services like

Business Support Systems (BSS), Operations Support Systems

(OSS), Engineering Services (ES) and Business Process

Outsourcing (BPO) an attractive proposition for even more

organizations. The market size of such a business segment is

estimated to be in the range of USD 70 Billion.

Leveraging the existing relationships with our customers and the

strength of our back office in India, we have successfully

structured an attractive proposition for our customers which helps

them to be efficient and at the same time be cost effective utilising

our Enterprise Services Business model.

On a concluding note

Thus, as we march into 2009-10, we remain strongly rooted in

our mission to be the preferred partner to customers worldwide

and be an innovative, agile organization that constantly reinvents

and is one step ahead of the changing technology trends. It is this

desire to excel that is shared by committed employees across our

businesses and I take this opportunity to thank them for their

continued efforts. I also take this opportunity to thank all our

stakeholders, our customers, valued partners and vendors.

Together with our employees, we are confident we will stride

resolutely forward in the coming year. Even amid this historically

difficult business environment, we strive to be a company

appreciated and trusted by clients and we continue to look

forward to your continued support and encouragement.

Warm Regards,

S. Sridharan

11

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12

Global management team

TAKE Supply Chain

Aravind SankaranVice President,

Marketing (APAC)

Dusty KnightVice President,

Services & Support

James RobbDirector,

Finance & Operations

John ReecePresident

Ramesh GVice President, APAC

Stan SchochVice President, Sales

Venkatesan SivaramanExecutive Vice President,

Product Engineering

Warren SumnerGeneral Manager

TAKELife Sciences

Ilango RamanujamVice President, Delivery

Hemant DasDirector, Finance

Kalyan GopalakrishnanExecutive Vice President

Ramesh LVice President, APAC

Suren DheenadayalanSenior Director,

Regulatory Submissions

TAKE EnterpriseServices

Bala LatupalliExecutive Vice President

Dhamu NarayananChief Operating Officer

Govindarajan SrinivasanGlobal Delivery Head

Jacob GeorgeSenior Director (Alliances)

Mahesh MenonSenior Manager, Domain Services

Krish VaidyanathanExecutive Vice President,

Technology Solutions

Rajeev RanganVice President,

Software Services& Marketing

Sanjay GoradiaSenior Vice President,Business Intelligence

Srini SadhuVice President,

Domain Services

Venkatesan VAsst. Vice President,Finance & Accounts

TAKE Corporate

Dr. Chandrasekaran. NVice President,

Corporate Affairs

Deepa JayakumarAsst. Manager,

Corporate Communications

Gayatri Devi CGeneral Manager, HR

Gowri Shankar CAdvisor,

Business Development

Sai Prasath AGeneral Manager,

Finance

Sachin GargManager, Investor

Relations

Shobana N.SVice President,

Finance & Accounts

Srinivasan PCompany Secretary

Tamilvel. NHead, IT

Thiruvenkadam RHead, Quality Assurance

Applied ClinicalIntelligence LLC USA

Dr. Jonathan SeltzerPresident

Liza SeltzerExecutive Vice President &

COO

Mark WilliamsChief Information Officer

Mirnah Technology System

Reji NairGeneral Manager

Dr. Anchan C.KCEO

Towell-TAKE Solutions LLC, Muscat

Autoparts Asia Pvt Ltd, India

Ramakrishnan KDirector & COO

Vaidyanathan KDirector & CEO

TAKE United Solutions, Malaysia

Colin FernandezCEO

Rudy NgDirector

TAKE SOLUTIONS Global Management Teams

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Company information

Board of Directors

Independent Directors

Mr. N. Kumar - ChairmanMr. S. Krishnamurthy Mr. D. A. PrasannaProf. G. Raghuram Mr. N. RangacharyMr. R Sundara Rajan

Non-Executive Directors

Mr. Srinivasan H. R. - Vice-ChairmanMr. D. V. RaviMr. Ram Yeleswarapu

Executive Directors

Mr. S. Sridharan - Managing DirectorMr. R. Seshadri - Executive Director

Company Secretary (Compliance Officer)

Mr. P. Srinivasan

Registered Office

76, Venkatakrishna Road,Raja Annamalaipuram,Chennai - 600 028.

Corporate Office

6th Floor, 80/81, MBC Towers, TTK Road, Alwarpet,Chennai - 600 018.

Statutory Auditors

Sundar, Srini & Sridhar - Chartered Accountants

Internal Auditors

KPMG, IndiaG D Apte & Company

Bankers

Bank of BarodaCiti Bank LimitedHSBC Bank LimitedIndian Overseas bankYES Bank Limited

Committees of the Board

Audit Committee

Mr. R. Sundara Rajan - Chairman Mr. D. A. PrasannaMr. S. KrishnamurthyMr. D. V. Ravi

Remuneration & Compensation Committee

Mr. D. A. Prasanna - Chairman Mr. R. Sundara RajanMr. D. V. Ravi

Shareholders’/Investors Grievance - Cum - Share TransferCommittee

Mr. N. Kumar - ChairmanMr. R. Sundara RajanMr. S. Sridharan

Acquisition and Investment Committee

Mr. N. Kumar - Chairman Mr. R. Sundara RajanMr. D. V. Ravi

Banking and Borrowing Committee

Mr. D. V. Ravi - ChairmanMr. S. SridharanMr. R. Seshadri

1313

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1514 Annual Report 2008-09 TAKE Solutions Limited

Your Directors have pleasure in presenting the EIGHTH Annual

Report together with the Audited Accounts for the year ended

31st March 2009.

(Rs in Million except per share data)

The Consolidated total income of the Company was Rs.3433.00

Million as against Rs.2967.26 Million in the previous year. The

Consolidated Net Profit was Rs.528.49 Million as against

Rs.528.53 Million in the previous year.

The U.S. remains the largest market and contributed 74% of our

revenues.

(Rs in Million except per share data)

FINANCIAL HIGHLIGHTS:

I. Consolidated Financial highlights of the Company and its

Subsidiaries

II. Standalone Financial highlights of the Company:

The Net Revenue and Profit after Tax of the Standalone

Company were Rs.626.71Million (Rs.882.89 Million) and

Rs.127.61 Million (Rs.206.48 Million) respectively.

As per the approval accorded by the Members at the last Annual

General Meeting, the nominal face value of the Company’s

equity shares was subdivided from Rs.10/- per share to Re.1/- per

share. This has increased the liquidity of the Company’s Equity

Shares and made it more affordable to the investing public.

Further your Company had allotted 1,200,000 Equity Shares of

Re.1/- each to the TAKE Solutions Limited ESOP Trust. The Trust

holds 2,400,000 Equity Shares out of which 1,390,500 options

have been granted to the employees. None of the shares have

been vested to the employees as on date.

Adividend of Rs.5 per preference share @5% is recommended in

respect 504,850 5% Non-Cumulative Preference Shares of

Rs.10 each.

Your Directors have pleasure in recommending a dividend of

20% (Re.0.20 per Equity Share of Re.1 each) for the year ended

31st March 2009, subject to the approval of the shareholders at

the ensuing Annual General Meeting.

The total cash outflow on account of equity and preference

dividend payments, including dividend distribution tax, will be

Rs.28.93 Million (FY2008 Rs.31.23Million).

The register of members and share transfer books will remain

closed from August 21, 2009 to August 28, 2009, both days

inclusive. Our Annual General Meeting has been scheduled for

August 28, 2009.

The current slowdown triggered by aberrations that emanated

from the financial sector, has adversely affected the real global

economy, leading to a decline in industrial activity. This has

affected our Company’s performance too especially in the

second half of the year. Clients are re-aligning their business case

for many applications and infrastructure initiatives to cost

reduction and risk management rather than fostering revenue

growth.

SHARE CAPITAL

Sub-Division of Equity Share Capital

ESOP

DIVIDEND

FUTURE OUTLOOK:-

In the short term, your Company will face challenges due to

slowdown in economic activity across industries and countries.

In the US, which is the largest market for the Company, the

demand is expected to be subdued over the next three-four

quarters.

However, your Company has taken initiatives at the

management level to take it to the next level of growth and

enhancing shareholder value including:

1. Customer Engagements: Although our clients have taken

a cautious approach in placing new orders due to

prevailing uncertainty, we have strengthened our

engagement with them. Working closely with the clients

will help us to develop or enhance the processes and

products, which will place the Company in a better

position once the economic condition improves.

2. New Revenue Model: The clients are moving away from

upfront license payment, preferring to pay as they use.

Therefore we have increased our focus on SaaS Revenue

Model.

3. Cost Rationalization: We also continue to rationalize

costs to align with the market conditions and also build

sustainable cost structure.

4. Strengthening Partnerships: We are focused on forming

partnerships with companies that can give us market

access and more offerings to support the new market

realities. We have forged many partnerships in the

recent times – Entcomm, PSI, Foxfire, SCS and TrackIT in

the supply chain space and Basecon as a Saas based

Pharmacovigilance solution provider in the Life

Sciences space.

TAKE Solutions Pte Ltd, Singapore, the Holding Company

continues to retain substantial equity in your Company and the

present equity holding is at 57.89%.

The Middle East Operations have been restructured with the

creation of a Holding Company TOWELL TAKE Investment (TTI),

of which TOWELL TAKE Solutions (TTS) shall be a 100%

subsidiary. Thus, there has been investment in TTI to the extent

of Rs.8.6Mn and Disinvestment of Rs. 9.14Mn in TTS.

During the year, the equity holding of our Company in TAKE

United Sdn.bhd. has been reduced from 100% to 51%.

HOLDING COMPANY & ITS SUBSIDIARIES

INVESTMENTS IN SUBSIDIARIES

OVERSEAS & INDIAN SUBSIDIARIES:-

PARTICULARS UNDER SECTION 212 OF THE COMPANIES

ACT, 1956

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

DIRECTORS

Subsidiaries

Step Down Subsidiaries

TAKE Solutions Inc, USA

Autopartsasia Private Ltd, India

TAKE United Sdn Bhd, Malaysia

TOWELL - TAKE Investments LLC, Muscat

CMNK Consultancy & Services Private Ltd, India

Applied Clinical Intelligence LLC, USA

Clear Orbit Inc, USA

TAKE Enterprises Solutions Inc. U.S.A.

TAKE Intellectual Properties Management Inc. U.S.A.

TAKE Solutions GmbH, Switzerland

TAKE Solutions MEA Ltd, United Arab Emirates

TOWELL TAKE Solutions LLC. Oman

CMNK Services Private Limited, India

Your Company has received an approval under Section 212(8) of

the Companies Act, 1956 from the Ministry of Corporate Affairs,

Government of India, vide order No.47/52/2009-CL-III dated

January 22, 2009 exempting the Company from attaching the

Balance Sheet, Profit and Loss Account and other documents of

subsidiary companies with the Annual Report of the Company.

Abridged Financial information of the subsidiary companies, as

required by the said order, is given as part of this report.

The consolidated financial statements of the Company along

with the subsidiaries, duly audited are presented along with the

accounts of your Company. The annual accounts of the

subsidiary companies are kept at the Company’s Registered

Office and also at the respective registered office of the

subsidiaries for inspection. Shareholders desirous of obtaining

the annual accounts of your Company’s subsidiaries may obtain

the same upon request.

Management Discussion and Analysis Report for the year under

review, as per the provisions of Clause 49 of the Listing

Agreement with the Stock Exchanges is presented separately,

which forms part of the Annual Report.

Mr. D.A. Prasanna, Mr. R. Sundara Rajan and Mr. Ram

Year ended March 31 2009 2008

Total Income 3433.00 2967.26

Total Expenditure 2650.73 2173.91

EBITDA 782.27 793.35

Depreciation & Amortization 169.48 98.83

Profit / (Loss) Before Int & Tax 612.79 694.52

Interest & Finance Charges 17.80 69.29

Provision for Taxation 55.00 85.88

Profit / (Loss) After Tax 528.49 528.53

Earnings Per Share 4.44 4.74

Equity Shares (in numbers) 122,400,000 121,200,000

Year ended March 31 2009 2008

Total Income 626.71 882.89

Total Expenditure 391.06 517.68

EBITDA 235.65 365.21

Depreciation & Amortization 68.11 52.07

Profit / (Loss) Before Int & Tax 167.54 313.14

Interest & Finance Charges 14.01 42.41

Provision for Taxation 25.92 64.25

Profit / (Loss) After Tax 127.61 206.48

Earnings Per Share 1.06 1.84

Equity Shares ( in numbers) 122,400,000 121,200,000

Directors’ Report Directors’ Report

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1514 Annual Report 2008-09 TAKE Solutions Limited

Your Directors have pleasure in presenting the EIGHTH Annual

Report together with the Audited Accounts for the year ended

31st March 2009.

(Rs in Million except per share data)

The Consolidated total income of the Company was Rs.3433.00

Million as against Rs.2967.26 Million in the previous year. The

Consolidated Net Profit was Rs.528.49 Million as against

Rs.528.53 Million in the previous year.

The U.S. remains the largest market and contributed 74% of our

revenues.

(Rs in Million except per share data)

FINANCIAL HIGHLIGHTS:

I. Consolidated Financial highlights of the Company and its

Subsidiaries

II. Standalone Financial highlights of the Company:

The Net Revenue and Profit after Tax of the Standalone

Company were Rs.626.71Million (Rs.882.89 Million) and

Rs.127.61 Million (Rs.206.48 Million) respectively.

As per the approval accorded by the Members at the last Annual

General Meeting, the nominal face value of the Company’s

equity shares was subdivided from Rs.10/- per share to Re.1/- per

share. This has increased the liquidity of the Company’s Equity

Shares and made it more affordable to the investing public.

Further your Company had allotted 1,200,000 Equity Shares of

Re.1/- each to the TAKE Solutions Limited ESOP Trust. The Trust

holds 2,400,000 Equity Shares out of which 1,390,500 options

have been granted to the employees. None of the shares have

been vested to the employees as on date.

Adividend of Rs.5 per preference share @5% is recommended in

respect 504,850 5% Non-Cumulative Preference Shares of

Rs.10 each.

Your Directors have pleasure in recommending a dividend of

20% (Re.0.20 per Equity Share of Re.1 each) for the year ended

31st March 2009, subject to the approval of the shareholders at

the ensuing Annual General Meeting.

The total cash outflow on account of equity and preference

dividend payments, including dividend distribution tax, will be

Rs.28.93 Million (FY2008 Rs.31.23Million).

The register of members and share transfer books will remain

closed from August 21, 2009 to August 28, 2009, both days

inclusive. Our Annual General Meeting has been scheduled for

August 28, 2009.

The current slowdown triggered by aberrations that emanated

from the financial sector, has adversely affected the real global

economy, leading to a decline in industrial activity. This has

affected our Company’s performance too especially in the

second half of the year. Clients are re-aligning their business case

for many applications and infrastructure initiatives to cost

reduction and risk management rather than fostering revenue

growth.

SHARE CAPITAL

Sub-Division of Equity Share Capital

ESOP

DIVIDEND

FUTURE OUTLOOK:-

In the short term, your Company will face challenges due to

slowdown in economic activity across industries and countries.

In the US, which is the largest market for the Company, the

demand is expected to be subdued over the next three-four

quarters.

However, your Company has taken initiatives at the

management level to take it to the next level of growth and

enhancing shareholder value including:

1. Customer Engagements: Although our clients have taken

a cautious approach in placing new orders due to

prevailing uncertainty, we have strengthened our

engagement with them. Working closely with the clients

will help us to develop or enhance the processes and

products, which will place the Company in a better

position once the economic condition improves.

2. New Revenue Model: The clients are moving away from

upfront license payment, preferring to pay as they use.

Therefore we have increased our focus on SaaS Revenue

Model.

3. Cost Rationalization: We also continue to rationalize

costs to align with the market conditions and also build

sustainable cost structure.

4. Strengthening Partnerships: We are focused on forming

partnerships with companies that can give us market

access and more offerings to support the new market

realities. We have forged many partnerships in the

recent times – Entcomm, PSI, Foxfire, SCS and TrackIT in

the supply chain space and Basecon as a Saas based

Pharmacovigilance solution provider in the Life

Sciences space.

TAKE Solutions Pte Ltd, Singapore, the Holding Company

continues to retain substantial equity in your Company and the

present equity holding is at 57.89%.

The Middle East Operations have been restructured with the

creation of a Holding Company TOWELL TAKE Investment (TTI),

of which TOWELL TAKE Solutions (TTS) shall be a 100%

subsidiary. Thus, there has been investment in TTI to the extent

of Rs.8.6Mn and Disinvestment of Rs. 9.14Mn in TTS.

During the year, the equity holding of our Company in TAKE

United Sdn.bhd. has been reduced from 100% to 51%.

HOLDING COMPANY & ITS SUBSIDIARIES

INVESTMENTS IN SUBSIDIARIES

OVERSEAS & INDIAN SUBSIDIARIES:-

PARTICULARS UNDER SECTION 212 OF THE COMPANIES

ACT, 1956

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

DIRECTORS

Subsidiaries

Step Down Subsidiaries

TAKE Solutions Inc, USA

Autopartsasia Private Ltd, India

TAKE United Sdn Bhd, Malaysia

TOWELL - TAKE Investments LLC, Muscat

CMNK Consultancy & Services Private Ltd, India

Applied Clinical Intelligence LLC, USA

Clear Orbit Inc, USA

TAKE Enterprises Solutions Inc. U.S.A.

TAKE Intellectual Properties Management Inc. U.S.A.

TAKE Solutions GmbH, Switzerland

TAKE Solutions MEA Ltd, United Arab Emirates

TOWELL TAKE Solutions LLC. Oman

CMNK Services Private Limited, India

Your Company has received an approval under Section 212(8) of

the Companies Act, 1956 from the Ministry of Corporate Affairs,

Government of India, vide order No.47/52/2009-CL-III dated

January 22, 2009 exempting the Company from attaching the

Balance Sheet, Profit and Loss Account and other documents of

subsidiary companies with the Annual Report of the Company.

Abridged Financial information of the subsidiary companies, as

required by the said order, is given as part of this report.

The consolidated financial statements of the Company along

with the subsidiaries, duly audited are presented along with the

accounts of your Company. The annual accounts of the

subsidiary companies are kept at the Company’s Registered

Office and also at the respective registered office of the

subsidiaries for inspection. Shareholders desirous of obtaining

the annual accounts of your Company’s subsidiaries may obtain

the same upon request.

Management Discussion and Analysis Report for the year under

review, as per the provisions of Clause 49 of the Listing

Agreement with the Stock Exchanges is presented separately,

which forms part of the Annual Report.

Mr. D.A. Prasanna, Mr. R. Sundara Rajan and Mr. Ram

Year ended March 31 2009 2008

Total Income 3433.00 2967.26

Total Expenditure 2650.73 2173.91

EBITDA 782.27 793.35

Depreciation & Amortization 169.48 98.83

Profit / (Loss) Before Int & Tax 612.79 694.52

Interest & Finance Charges 17.80 69.29

Provision for Taxation 55.00 85.88

Profit / (Loss) After Tax 528.49 528.53

Earnings Per Share 4.44 4.74

Equity Shares (in numbers) 122,400,000 121,200,000

Year ended March 31 2009 2008

Total Income 626.71 882.89

Total Expenditure 391.06 517.68

EBITDA 235.65 365.21

Depreciation & Amortization 68.11 52.07

Profit / (Loss) Before Int & Tax 167.54 313.14

Interest & Finance Charges 14.01 42.41

Provision for Taxation 25.92 64.25

Profit / (Loss) After Tax 127.61 206.48

Earnings Per Share 1.06 1.84

Equity Shares ( in numbers) 122,400,000 121,200,000

Directors’ Report Directors’ Report

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1716 Annual Report 2008-09 TAKE Solutions Limited

Directors’ Report

Yeleswarapu, Directors of the Company are liable to retire by

rotation at the ensuing Annual General Meeting and being

eligible, offer themselves for re-appointment.

Mr.N.Rangachary and Mr.S.Krishnamurthy were appointed as

Additional Directors of the Company with effect from May 22,

2009. They respectively hold office up to the date of the

forthcoming Annual General Meeting of the Company. Taking

into consideration their knowledge and experience, the Board

commends their appointment as Directors of the Company.

Members’ approval for their appointment as Directors has been

sought in the Notice convening the Annual General Meeting of

the Company.

The Company has not accepted any deposits from the Public.

The Auditors of the Company, M/s. Sundar, Srini & Sridhar,

Chartered Accountants, retire at the conclusion of the

forthcoming Annual General Meeting and being eligible offer

themselves for reappointment. The Company has received a

certificate from them to the effect that the appointment, if made,

would be within the limits prescribed under Section 224 (1B) of

the Companies Act, 1956.

During the year under review, your Company had engaged the

services of Ernst & Young, as Internal Auditors to carry out

internal audit on a regular basis. The reports of the internal

audit along with comments from the management are placed for

review before Audit Committee. The Audit Committee also

scrutinizes all the programmes and the adequacy of the internal

audits.

The Company has appointed M/s. KPMG and M/s.G.D.Apte &

Company as Internal Auditors for the financial year 2009-10.

Information as per Section 217 (2A) of the Companies Act, 1956

read with the Companies (Particulars of Employees) Rules,

1975, regarding the names and other particulars of employees

are required to be set out in the annexure to this report.

However, as per the provisions of Section 219(1)(b) of the Act,

the Report and Accounts of the Company sent to the

shareholders do not contain the said annexure. Any shareholder

desirous of obtaining a copy of the statement may write to the

Company Secretary at the Registered Office of the Company.

FIXED DEPOSITS

AUDITORS

INTERNAL AUDIT

PARTICULARS OF EMPLOYEES

CORPORATE GOVERNANCE:-

CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and Outgo

DIRECTORS’RESPONSIBILITY STATEMENT

Your Company is committed to maintaining the highest

standards of Corporate Governance. Your Directors adhere to

the standards set out by the Securities and Exchange Board of

India’s (SEBI) Corporate Governance practices and accordingly

have implemented all the major stipulations prescribed. Your

Company’s Corporate Governance Compliance Certificate

dated May 22, 2009 in line with Clause 49 of the Listing

Agreement is given as Annexure forming part of this Report.

There are no particulars to be disclosed under Companies

(Disclosures of particulars in the report of Directors) Rules 1988

in regard to conservation of energy, technology absorption.

Total Foreign Exchange earned and used on cash basis

Forex Earned:

INR 246.27 Million ( INR 467.15 Million)

Forex Used:

INR 77.47 Million (INR 181.03 Million)

Pursuant to the requirement under Section 217 (2AA) of the

Companies Act, 1956, it is hereby confirmed:

1 That in the preparation of the annual accounts, the

relevant applicable Accounting Standards have been

followed and no material departures have been made

from the same.

2. That the directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit of the

Company for that year.

3. That the directors have taken proper and sufficient care

for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,

1956, for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities.

4. That the directors have prepared the annual accounts on

a going concern basis.

We thank our clients, vendors and bankers for their continuous

support during the year. We place on record our sincere thanks

and appreciation to the encouragement and support received

from Shareholders. We would also like to record our

appreciation of the co-operation, hard-work and dedication

shown by the employees. We look forward to their continued

support in the future.

By Order of the Board

Managing Director Executive Director

ACKNOWLEDGEMENT

S. Sridharan R. Seshadri

Place: Chennai

Date: May 22, 2009

Directors’ Report

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1716 Annual Report 2008-09 TAKE Solutions Limited

Directors’ Report

Yeleswarapu, Directors of the Company are liable to retire by

rotation at the ensuing Annual General Meeting and being

eligible, offer themselves for re-appointment.

Mr.N.Rangachary and Mr.S.Krishnamurthy were appointed as

Additional Directors of the Company with effect from May 22,

2009. They respectively hold office up to the date of the

forthcoming Annual General Meeting of the Company. Taking

into consideration their knowledge and experience, the Board

commends their appointment as Directors of the Company.

Members’ approval for their appointment as Directors has been

sought in the Notice convening the Annual General Meeting of

the Company.

The Company has not accepted any deposits from the Public.

The Auditors of the Company, M/s. Sundar, Srini & Sridhar,

Chartered Accountants, retire at the conclusion of the

forthcoming Annual General Meeting and being eligible offer

themselves for reappointment. The Company has received a

certificate from them to the effect that the appointment, if made,

would be within the limits prescribed under Section 224 (1B) of

the Companies Act, 1956.

During the year under review, your Company had engaged the

services of Ernst & Young, as Internal Auditors to carry out

internal audit on a regular basis. The reports of the internal

audit along with comments from the management are placed for

review before Audit Committee. The Audit Committee also

scrutinizes all the programmes and the adequacy of the internal

audits.

The Company has appointed M/s. KPMG and M/s.G.D.Apte &

Company as Internal Auditors for the financial year 2009-10.

Information as per Section 217 (2A) of the Companies Act, 1956

read with the Companies (Particulars of Employees) Rules,

1975, regarding the names and other particulars of employees

are required to be set out in the annexure to this report.

However, as per the provisions of Section 219(1)(b) of the Act,

the Report and Accounts of the Company sent to the

shareholders do not contain the said annexure. Any shareholder

desirous of obtaining a copy of the statement may write to the

Company Secretary at the Registered Office of the Company.

FIXED DEPOSITS

AUDITORS

INTERNAL AUDIT

PARTICULARS OF EMPLOYEES

CORPORATE GOVERNANCE:-

CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and Outgo

DIRECTORS’RESPONSIBILITY STATEMENT

Your Company is committed to maintaining the highest

standards of Corporate Governance. Your Directors adhere to

the standards set out by the Securities and Exchange Board of

India’s (SEBI) Corporate Governance practices and accordingly

have implemented all the major stipulations prescribed. Your

Company’s Corporate Governance Compliance Certificate

dated May 22, 2009 in line with Clause 49 of the Listing

Agreement is given as Annexure forming part of this Report.

There are no particulars to be disclosed under Companies

(Disclosures of particulars in the report of Directors) Rules 1988

in regard to conservation of energy, technology absorption.

Total Foreign Exchange earned and used on cash basis

Forex Earned:

INR 246.27 Million ( INR 467.15 Million)

Forex Used:

INR 77.47 Million (INR 181.03 Million)

Pursuant to the requirement under Section 217 (2AA) of the

Companies Act, 1956, it is hereby confirmed:

1 That in the preparation of the annual accounts, the

relevant applicable Accounting Standards have been

followed and no material departures have been made

from the same.

2. That the directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit of the

Company for that year.

3. That the directors have taken proper and sufficient care

for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,

1956, for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities.

4. That the directors have prepared the annual accounts on

a going concern basis.

We thank our clients, vendors and bankers for their continuous

support during the year. We place on record our sincere thanks

and appreciation to the encouragement and support received

from Shareholders. We would also like to record our

appreciation of the co-operation, hard-work and dedication

shown by the employees. We look forward to their continued

support in the future.

By Order of the Board

Managing Director Executive Director

ACKNOWLEDGEMENT

S. Sridharan R. Seshadri

Place: Chennai

Date: May 22, 2009

Directors’ Report

Page 20: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

1918 Annual Report 2008-09 TAKE Solutions Limited

This Management’s Discussion and Analysis contains certain

"forward-looking statements" concerning our future operations,

prospects, strategies, financial condition, future economic

performance (including growth and earnings) and demand for

our products and services, and other statements of our plans,

beliefs, or expectations etc. . These forward looking statements

generally can be identified by words or phrases such as "aim",

"anticipate", "believe", "target", "expect", "estimate", "intend",

"objective", "plan", "project", "shall", "will", "will continue", "will

pursue", "can", "could", "may", "should", "would" or other words

or phrases of similar import. Similarly, statements that describe

our objectives, plans or goals are also forward-looking. The

forward-looking statements we make are not guarantees of

future performance and are subject to various assumptions, risks

and other factors that could cause actual results to differ

materially from those suggested by these forward-looking

statements. These factors include, among others, those set forth

below. Forward-looking statements that we make or that are

made by others on our behalf are based on knowledge of our

business and the environment in which we operate. We cannot

assure you that the results or developments anticipated by us

will be realized or, even if substantially realized, that they would

have the expected consequences to or effects on us or on our

business or operations.

MARKET OVERVIEW

The Financial Crisis of 2008 was unbending in its devastation of

reputation and unsparing in its treatment of investors. The

slowdown which started with the financial sector has spread to

the real economy leading to a decline in industrial activity and

plunging stock markets. In February 2009, the Organisation for

Economic Co-operation and Development (OECD) Composite

leading indicator, which gives early signs of turning points of

economic activity for the OECD countries edged closer to lows

that were recorded during the oil shock of the early 1970s and

for the US, it was at the lowest level since 1961. Another

indicator of economic activity, the US Purchase Manager

Index (PMI), which is published by the Institute of Supply

Management (ISM) and tracks the manufacturing sector,

also recorded the lowest figure in December 2008 since early

1980s.

Although, some improvement was witnessed in PMI numbers

over the last few months, the numbers are still almost the lowest

in two decades . For the month of May 2009, PMI was 42.8 and

any number below 50 indicates contraction in manufacturing

activity. These indicators clearly indicate the slowdown, which

the industry has not witnessed over the last several decades and

no near term signs of early revival.

A sustained economic recovery will not be possible until the

financial sector's functionality is restored and credit markets are

unclogged. As we are writing, the World Bank has published its

latest prediction on the global economy. According to the Bank,

the global recession this year will be deeper than it predicted in

March, 2009 and warned that a flight of capital from developing

nations will swell the ranks of the poor and the unemployed. The

world economy is expected to contract 2.9%, compared with

the bank’s previous forecast of a 1.7% decline. The global

economy is projected to experience a gradual recovery in 2010,

with growth picking up to 2 %.

Financial Year (FY) 2008-09 was challenging for the IT industry

due to slowdown in the economic activity across industries and

countries especially in the US, which is the largest market for the

Indian IT companies. Clients in developed economies are

aligning their business case for applications and infrastructure

initiatives to cost reduction and risk management as opposed to

fostering revenue growth.

Various analysts confirm that IT

spending has been severely affected due to the severe economic

slowdown and uncertainty. The uncertainty is of such a

magnitude that the leading market research firm Gartner, had to

revise its worldwide software sales estimates for 2009 thrice

since September 2008. In September, 2008, the firm predicted

9.5% increase in software sales in 2009 over 2008, which was

revised lower to 6.6% increase in December and finally to 0.3 %

in March 2009.

Despite the turbulent times, TAKE continues to focus on its

business segments and key strengths, which equip the Company

to take further challenges. We have been continuously engaged

with customers during this period in trying to understand what

could be key value enhancers for them.

Supply Chain business was impacted by the spread of the

slowdown to the manufacturing industry, which is its largest

market . Nevertheless we have aligned ourselves to make the

most of the opportunities available in this segment.

Globally, companies are now looking to optimize the

management of the entire supply chain network across

organizational boundaries, and even evolve new business

models to collaborate with customers, partners, internal

business units and suppliers for delivering value to all

stakeholders in the supply chain network. This translates to

Decline in Software Sales:

TAKE’s FOCUS

SUPPLY CHAIN MANAGEMENT

Focused on opportunities

greater complexity in its management, monitoring and

optimization. Our products have the capability to facilitate new

ways of working with suppliers and channel partners to leverage

information and knowledge across the supply chain in order to

meet their customers’needs at the lowest cost.

Despite the negative scenario, and the resultant change in

clients’ buying pattern - focused more on small projects with

quick return on investment and on a one-window service from

vendors - the fundamentals of the Supply Chain Management

business remain strong and sound. With its extensive experience

and expertise, TAKE is well equipped to handle these changing

customer needs and requirements at each level of execution and

delivery.

Strategic and long-term partnerships continue to be a key growth

driver for the Company. While this may be the most opportune

time for acquisitions as the valuations are down, our focus is to

conserve cash and grow the organic part of our business. We

may look at transactions which add value to our business model

and help us align quickly to the new realities in the market. We

are currently focusing on consolidating and becoming more

efficient in our operations in all geographies. We are focused on

forming partnerships with companies that can give us market

access and more offerings to support the new market realities.

We have forged many partnerships in the recent times –

Entcomm , PSI, Foxfire, SCS and Track IT.

TAKE, with its OneSCM product suite of 16 products, is better

positioned compared with its competitors due to its business

platform strength and domain knowledge. Notwithstanding the

fact that, in the current environment, clients are resorting to

caution in business, our engagement with our customers has

actually strengthened during the year. Going ahead, we plan to

further expand our product suite in order to cater to the growing

and fast-changing needs of clients across the world in this niche

business space.

Across the world, customer preferences are changing and they

are changing fast. The changes are in line with the increasing

globalization and the growing consolidation within and across

geographies. Keeping pace with the changing customer

preferences today is, perhaps, the biggest challenge faced by

companies. With its power of focused growth, TAKE has not only

succeeded in tackling the challenges of the changing times but

has successfully established itself as a global leader in the niche

Life Sciences segment.

Focused on partnerships

LIFE SCIENCES

Focused on opportunities

Focused on enhanced business

That the opportunity matrix is growing fast in line with the

changing times is evident from the fact that the global

biopharmaceutical R&D spend is estimated to be $172 billion

with a 18% CAGR. Of the total global bio-pharmaceutical R&D

spend, outsourced work amounts to $30 billion/year, while the

clinical and regulatory spends could well cross $7 billion/year.

Looking at the growing opportunity matrix and encouraged by

the fact that the Life Sciences segment has not seen any rollback

in information technology investments, especially from the big

pharmaceutical companies, we have continued to expand our

business in this niche area. We have, however, adopted a

cautious approach while entering into any engagement with

small and medium sized companies since majority of these

Companies are Venture Capital funded and cash flows are

becoming critical when it comes to IT investments.

Going ahead, we see immense and long-term growth potential

and opportunities for the company. TAKE is well positioned to

take advantage of growing adoption of IT by the Life Sciences

industry, either voluntarily or as mandated by regulations. For

instance, from January 1, 2010, the EMEAwill mandate the use of

the electronic Common Technical Document (eCTD) format for

all electronic-only submissions for all applications (new and

existing) and all submission types, which will drive significant

demand for our flagship product, PharmaReady.

With deep domain knowledge, thought leadership around new

guidance and standards initiatives – Clinical Data Interchange

Standards Consortium (CDISC) and electronic Common

Technical Document (eCTD) and the appropriate use of

technology, TAKE’s OneClinical Suite provides a seamless

clinical data supply chain that is integrated, meta data driven and

spans the entire gamut from collection to submission. In line with

providing more value to the customers, in FY 08-09 we

introduced advanced version of our products including

PharmaReady 4.1 version.

As in the past, we will continue to strengthen our products and

services offering to bring in sound commercial value to the

organization. Our focus is on the fundamentals of the business,

which will sustain our growth and profitability both in the short

and long term. Our business models have been fine-tuned to face

the newer challenges and we are confident of emerging stronger

and better equipped to meet the various challenges and take

advantage of the market potential in the future.

Management’s Discussion & Analysis Management’s Discussion & Analysis

Page 21: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

1918 Annual Report 2008-09 TAKE Solutions Limited

This Management’s Discussion and Analysis contains certain

"forward-looking statements" concerning our future operations,

prospects, strategies, financial condition, future economic

performance (including growth and earnings) and demand for

our products and services, and other statements of our plans,

beliefs, or expectations etc. . These forward looking statements

generally can be identified by words or phrases such as "aim",

"anticipate", "believe", "target", "expect", "estimate", "intend",

"objective", "plan", "project", "shall", "will", "will continue", "will

pursue", "can", "could", "may", "should", "would" or other words

or phrases of similar import. Similarly, statements that describe

our objectives, plans or goals are also forward-looking. The

forward-looking statements we make are not guarantees of

future performance and are subject to various assumptions, risks

and other factors that could cause actual results to differ

materially from those suggested by these forward-looking

statements. These factors include, among others, those set forth

below. Forward-looking statements that we make or that are

made by others on our behalf are based on knowledge of our

business and the environment in which we operate. We cannot

assure you that the results or developments anticipated by us

will be realized or, even if substantially realized, that they would

have the expected consequences to or effects on us or on our

business or operations.

MARKET OVERVIEW

The Financial Crisis of 2008 was unbending in its devastation of

reputation and unsparing in its treatment of investors. The

slowdown which started with the financial sector has spread to

the real economy leading to a decline in industrial activity and

plunging stock markets. In February 2009, the Organisation for

Economic Co-operation and Development (OECD) Composite

leading indicator, which gives early signs of turning points of

economic activity for the OECD countries edged closer to lows

that were recorded during the oil shock of the early 1970s and

for the US, it was at the lowest level since 1961. Another

indicator of economic activity, the US Purchase Manager

Index (PMI), which is published by the Institute of Supply

Management (ISM) and tracks the manufacturing sector,

also recorded the lowest figure in December 2008 since early

1980s.

Although, some improvement was witnessed in PMI numbers

over the last few months, the numbers are still almost the lowest

in two decades . For the month of May 2009, PMI was 42.8 and

any number below 50 indicates contraction in manufacturing

activity. These indicators clearly indicate the slowdown, which

the industry has not witnessed over the last several decades and

no near term signs of early revival.

A sustained economic recovery will not be possible until the

financial sector's functionality is restored and credit markets are

unclogged. As we are writing, the World Bank has published its

latest prediction on the global economy. According to the Bank,

the global recession this year will be deeper than it predicted in

March, 2009 and warned that a flight of capital from developing

nations will swell the ranks of the poor and the unemployed. The

world economy is expected to contract 2.9%, compared with

the bank’s previous forecast of a 1.7% decline. The global

economy is projected to experience a gradual recovery in 2010,

with growth picking up to 2 %.

Financial Year (FY) 2008-09 was challenging for the IT industry

due to slowdown in the economic activity across industries and

countries especially in the US, which is the largest market for the

Indian IT companies. Clients in developed economies are

aligning their business case for applications and infrastructure

initiatives to cost reduction and risk management as opposed to

fostering revenue growth.

Various analysts confirm that IT

spending has been severely affected due to the severe economic

slowdown and uncertainty. The uncertainty is of such a

magnitude that the leading market research firm Gartner, had to

revise its worldwide software sales estimates for 2009 thrice

since September 2008. In September, 2008, the firm predicted

9.5% increase in software sales in 2009 over 2008, which was

revised lower to 6.6% increase in December and finally to 0.3 %

in March 2009.

Despite the turbulent times, TAKE continues to focus on its

business segments and key strengths, which equip the Company

to take further challenges. We have been continuously engaged

with customers during this period in trying to understand what

could be key value enhancers for them.

Supply Chain business was impacted by the spread of the

slowdown to the manufacturing industry, which is its largest

market . Nevertheless we have aligned ourselves to make the

most of the opportunities available in this segment.

Globally, companies are now looking to optimize the

management of the entire supply chain network across

organizational boundaries, and even evolve new business

models to collaborate with customers, partners, internal

business units and suppliers for delivering value to all

stakeholders in the supply chain network. This translates to

Decline in Software Sales:

TAKE’s FOCUS

SUPPLY CHAIN MANAGEMENT

Focused on opportunities

greater complexity in its management, monitoring and

optimization. Our products have the capability to facilitate new

ways of working with suppliers and channel partners to leverage

information and knowledge across the supply chain in order to

meet their customers’needs at the lowest cost.

Despite the negative scenario, and the resultant change in

clients’ buying pattern - focused more on small projects with

quick return on investment and on a one-window service from

vendors - the fundamentals of the Supply Chain Management

business remain strong and sound. With its extensive experience

and expertise, TAKE is well equipped to handle these changing

customer needs and requirements at each level of execution and

delivery.

Strategic and long-term partnerships continue to be a key growth

driver for the Company. While this may be the most opportune

time for acquisitions as the valuations are down, our focus is to

conserve cash and grow the organic part of our business. We

may look at transactions which add value to our business model

and help us align quickly to the new realities in the market. We

are currently focusing on consolidating and becoming more

efficient in our operations in all geographies. We are focused on

forming partnerships with companies that can give us market

access and more offerings to support the new market realities.

We have forged many partnerships in the recent times –

Entcomm , PSI, Foxfire, SCS and Track IT.

TAKE, with its OneSCM product suite of 16 products, is better

positioned compared with its competitors due to its business

platform strength and domain knowledge. Notwithstanding the

fact that, in the current environment, clients are resorting to

caution in business, our engagement with our customers has

actually strengthened during the year. Going ahead, we plan to

further expand our product suite in order to cater to the growing

and fast-changing needs of clients across the world in this niche

business space.

Across the world, customer preferences are changing and they

are changing fast. The changes are in line with the increasing

globalization and the growing consolidation within and across

geographies. Keeping pace with the changing customer

preferences today is, perhaps, the biggest challenge faced by

companies. With its power of focused growth, TAKE has not only

succeeded in tackling the challenges of the changing times but

has successfully established itself as a global leader in the niche

Life Sciences segment.

Focused on partnerships

LIFE SCIENCES

Focused on opportunities

Focused on enhanced business

That the opportunity matrix is growing fast in line with the

changing times is evident from the fact that the global

biopharmaceutical R&D spend is estimated to be $172 billion

with a 18% CAGR. Of the total global bio-pharmaceutical R&D

spend, outsourced work amounts to $30 billion/year, while the

clinical and regulatory spends could well cross $7 billion/year.

Looking at the growing opportunity matrix and encouraged by

the fact that the Life Sciences segment has not seen any rollback

in information technology investments, especially from the big

pharmaceutical companies, we have continued to expand our

business in this niche area. We have, however, adopted a

cautious approach while entering into any engagement with

small and medium sized companies since majority of these

Companies are Venture Capital funded and cash flows are

becoming critical when it comes to IT investments.

Going ahead, we see immense and long-term growth potential

and opportunities for the company. TAKE is well positioned to

take advantage of growing adoption of IT by the Life Sciences

industry, either voluntarily or as mandated by regulations. For

instance, from January 1, 2010, the EMEAwill mandate the use of

the electronic Common Technical Document (eCTD) format for

all electronic-only submissions for all applications (new and

existing) and all submission types, which will drive significant

demand for our flagship product, PharmaReady.

With deep domain knowledge, thought leadership around new

guidance and standards initiatives – Clinical Data Interchange

Standards Consortium (CDISC) and electronic Common

Technical Document (eCTD) and the appropriate use of

technology, TAKE’s OneClinical Suite provides a seamless

clinical data supply chain that is integrated, meta data driven and

spans the entire gamut from collection to submission. In line with

providing more value to the customers, in FY 08-09 we

introduced advanced version of our products including

PharmaReady 4.1 version.

As in the past, we will continue to strengthen our products and

services offering to bring in sound commercial value to the

organization. Our focus is on the fundamentals of the business,

which will sustain our growth and profitability both in the short

and long term. Our business models have been fine-tuned to face

the newer challenges and we are confident of emerging stronger

and better equipped to meet the various challenges and take

advantage of the market potential in the future.

Management’s Discussion & Analysis Management’s Discussion & Analysis

Page 22: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

(Figs in Rs Million)(Figs in Rs Million)

REVENUE ANALYSIS

Revenue by Vertical

Revenue by Vertical

Particulars FY 2009 FY 2008 % Change

Total Revenues 3,433 2,967 16

Revenues from Life Sciences (LS) domain has grown from INR

1,224 Mn last year to INR 1,557 Mn in FY 2009, representing a

27% growth year on year. Over the last 4 years LS has grown at a

CAGR of 100% while SCM has grown at a CAGR of 78% over

the same period. On a year-on-year basis, SCM Revenue has

grown by 2%.

SCM 1,627 1,598 2

Life Sciences 1,557 1,224 27

Others 249 145 72

2120 Annual Report 2008-09 TAKE Solutions Limited

RESULTS OF OPERATIONS (CONSOLIDATED)

TAKE’s current year operational results reflect a reasonable

growth in revenue and stable profits. The Group’s financial

strength and ability to adapt to the current market and economic

conditions are dependent in part on the generation of cash

flows, effective management of working capital, as well as the

growth of the business.

Our Revenues have grown at a CAGR of 91% from FY 2004 to FY

2009, while EBITDA has grown 115% during the same period,

attributable to focused improvement in operational efficiency.

The total revenues for the year FY 2009 is Rs 3,433 Mn

representing an increase of 16% over Rs 2,967 Mn in the year FY

2008.

(Figs in Rs Million)

CUSTOMER CONCENTRATION:

COST ANALYSIS

Cost of Sales

Selling, General and Administrative Expenses

Top 10 customers have yielded 25% of our revenues in FY 2009

compared to 27% in FY 2008 and Top 5 customers yielded 17%

of our revenues in FY 2009 compared to 19% in FY 2008. The

Company is aiming to increase its business share with its top

customers as they too are looking for complete solutions from a

single vendor in these turbulent times.

Cost of Sales primarily comprises of salary and other employee

compensation costs and other direct expenses such as

Infrastructure expenses, direct overheads etc. Our Cost of Sales

has increased by 13% from Rs.1,893 Mn in FY 2008 to Rs.2,145

Mn in FY 2009. As a percentage of Revenue, there is a 2%

improvement in cost efficiency.

(Figs in Rs Million)

Selling and Administration Expenses have increased by nearly

80%. As a percentage of Revenue SGA expenses have increased

from 9% in FY 2008 to 15% in FY 2009. This spurt is due to

several factors including increased marketing efforts on

potential opportunities and legal & professional expenses

incurred in connection with a proposed merger which did not

materialize.

Depreciation and Amortization

Taxation

Net Profit for the year

Dividend

FOREIGN CURRENCY TRANSACTIONS

During the year, we provided for Rs 34 Mn towards Depreciation

and Rs 135 Mn towards Amortization representing 1% and 4% of

the Total Revenue respectively. Depreciation and Amortization

increased by 53% & 77% respectively from the previous year.

This increase is due to Amortization of product development

expenses across a fixed time span which is directly proportionate

to capitalization in earlier years.

Fixed assets are depreciated over a time period prescribed by

local statutes wherever applicable, or over estimated useful life,

on a straight line basis.

TAKE benefits from tax holidays offered by the Government of

India to software products and IT service exporters from specially

designated technology parks and export zones. It has also

availed of similar facilities offered by other Governments in the

Asiapac region.

The total taxation for FY 2009 stands at Rs 55 Mn against Rs 86

Mn for FY 2008 mainly on account of reversal of deferred tax

provision during the year. This has resulted in a drop in effective

taxation by 5% compared to last year.

A flat Net Profit of Rs 529 Mn was registered by the Company in

the year FY 2009. As a percentage of total income the net profit is

15% for FY 2009 and 18% for FY 2008.

The Board of Directors has recommended a final dividend of

20% (Rs 0.20 per share) for equity shares and 5% for preference

shares subject to the approval of the shareholders at the Annual

General meeting scheduled on August 28, 2009.

The Company has a substantial part of its revenue being

generated in USA. The exchange rate between the Rupee and the

U.S. Dollar has changed substantially in recent years and may

continue to fluctuate significantly in the future. The value of our

assets and liabilities are impacted by fluctuations in the

exchange rate between the Indian Rupee and the U.S. Dollar and

other foreign currencies. However as reqards operational

income and expenses, the Company has a significant natural

hedge for risks associated with foreign currency fluctuations

since 82% of its revenues and 84% of its cash expenses are

incurred in foreign currencies.

Revenue by Geography

Revenue by Geography

Particulars FY 2009 FY 2008 % Change

Total Revenues 3,433 2,967 16

USA revenues have increased by 28% compared to the last year

and had a CAGR of 278% over the period FY 04 to FY 09. The

Revenue increase can be attributed to the additional service

contracts that got materialised during the year. Asiapac

registered a CAGR of 47% for the same period but showed a 8%

decline over the last year due to lower revenue in India.

Asia Pac 909 993 -8

United States 2,524 1,974 28

Particulars FY 2009 FY 2008

Amount % of revenue Amount % of revenue

Total Income 3,433 100 2,967 100

Total Expenditure 2,838 83 2,341 79

Profit After Tax (PAT) 529 15 529 18

Revenues 3,354 98 2,939 99

Other Income 79 2 28 1

Cost of Sales 2,145 62 1,893 64

Administration and other Expenses 506 15 281 9

Finance Expenses 18 1 69 2

Depreciation 34 1 22 1

Amortisation of capitalised Software costs 135 4 77 3

Profit Before Tax (PBT) 595 17 626 21

Provision For Tax 55 2 86 3

Minority Interest 11 0 11 0

Cost of Sales as a percentage of revenue

Particulars FY 2009

Amount

TOTAL DIRECT COST 2,145 62 1,893 64

TOTAL COST 2,838 83 2,342 79

FY 2008

% of Amount % ofRevenue Revenue

Employee Costs 1,107 32 767 26

Other Direct Costs 1,038 30 1,126 38

SGA expenses 506 15 281 9

Amortization ofcapitalized software

Depreciation 34 1 22 1

Finance Expenses 18 1 69 2

135 4 77 3

costs

Management’s Discussion & Analysis Management’s Discussion & Analysis

Page 23: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

(Figs in Rs Million)(Figs in Rs Million)

REVENUE ANALYSIS

Revenue by Vertical

Revenue by Vertical

Particulars FY 2009 FY 2008 % Change

Total Revenues 3,433 2,967 16

Revenues from Life Sciences (LS) domain has grown from INR

1,224 Mn last year to INR 1,557 Mn in FY 2009, representing a

27% growth year on year. Over the last 4 years LS has grown at a

CAGR of 100% while SCM has grown at a CAGR of 78% over

the same period. On a year-on-year basis, SCM Revenue has

grown by 2%.

SCM 1,627 1,598 2

Life Sciences 1,557 1,224 27

Others 249 145 72

2120 Annual Report 2008-09 TAKE Solutions Limited

RESULTS OF OPERATIONS (CONSOLIDATED)

TAKE’s current year operational results reflect a reasonable

growth in revenue and stable profits. The Group’s financial

strength and ability to adapt to the current market and economic

conditions are dependent in part on the generation of cash

flows, effective management of working capital, as well as the

growth of the business.

Our Revenues have grown at a CAGR of 91% from FY 2004 to FY

2009, while EBITDA has grown 115% during the same period,

attributable to focused improvement in operational efficiency.

The total revenues for the year FY 2009 is Rs 3,433 Mn

representing an increase of 16% over Rs 2,967 Mn in the year FY

2008.

(Figs in Rs Million)

CUSTOMER CONCENTRATION:

COST ANALYSIS

Cost of Sales

Selling, General and Administrative Expenses

Top 10 customers have yielded 25% of our revenues in FY 2009

compared to 27% in FY 2008 and Top 5 customers yielded 17%

of our revenues in FY 2009 compared to 19% in FY 2008. The

Company is aiming to increase its business share with its top

customers as they too are looking for complete solutions from a

single vendor in these turbulent times.

Cost of Sales primarily comprises of salary and other employee

compensation costs and other direct expenses such as

Infrastructure expenses, direct overheads etc. Our Cost of Sales

has increased by 13% from Rs.1,893 Mn in FY 2008 to Rs.2,145

Mn in FY 2009. As a percentage of Revenue, there is a 2%

improvement in cost efficiency.

(Figs in Rs Million)

Selling and Administration Expenses have increased by nearly

80%. As a percentage of Revenue SGA expenses have increased

from 9% in FY 2008 to 15% in FY 2009. This spurt is due to

several factors including increased marketing efforts on

potential opportunities and legal & professional expenses

incurred in connection with a proposed merger which did not

materialize.

Depreciation and Amortization

Taxation

Net Profit for the year

Dividend

FOREIGN CURRENCY TRANSACTIONS

During the year, we provided for Rs 34 Mn towards Depreciation

and Rs 135 Mn towards Amortization representing 1% and 4% of

the Total Revenue respectively. Depreciation and Amortization

increased by 53% & 77% respectively from the previous year.

This increase is due to Amortization of product development

expenses across a fixed time span which is directly proportionate

to capitalization in earlier years.

Fixed assets are depreciated over a time period prescribed by

local statutes wherever applicable, or over estimated useful life,

on a straight line basis.

TAKE benefits from tax holidays offered by the Government of

India to software products and IT service exporters from specially

designated technology parks and export zones. It has also

availed of similar facilities offered by other Governments in the

Asiapac region.

The total taxation for FY 2009 stands at Rs 55 Mn against Rs 86

Mn for FY 2008 mainly on account of reversal of deferred tax

provision during the year. This has resulted in a drop in effective

taxation by 5% compared to last year.

A flat Net Profit of Rs 529 Mn was registered by the Company in

the year FY 2009. As a percentage of total income the net profit is

15% for FY 2009 and 18% for FY 2008.

The Board of Directors has recommended a final dividend of

20% (Rs 0.20 per share) for equity shares and 5% for preference

shares subject to the approval of the shareholders at the Annual

General meeting scheduled on August 28, 2009.

The Company has a substantial part of its revenue being

generated in USA. The exchange rate between the Rupee and the

U.S. Dollar has changed substantially in recent years and may

continue to fluctuate significantly in the future. The value of our

assets and liabilities are impacted by fluctuations in the

exchange rate between the Indian Rupee and the U.S. Dollar and

other foreign currencies. However as reqards operational

income and expenses, the Company has a significant natural

hedge for risks associated with foreign currency fluctuations

since 82% of its revenues and 84% of its cash expenses are

incurred in foreign currencies.

Revenue by Geography

Revenue by Geography

Particulars FY 2009 FY 2008 % Change

Total Revenues 3,433 2,967 16

USA revenues have increased by 28% compared to the last year

and had a CAGR of 278% over the period FY 04 to FY 09. The

Revenue increase can be attributed to the additional service

contracts that got materialised during the year. Asiapac

registered a CAGR of 47% for the same period but showed a 8%

decline over the last year due to lower revenue in India.

Asia Pac 909 993 -8

United States 2,524 1,974 28

Particulars FY 2009 FY 2008

Amount % of revenue Amount % of revenue

Total Income 3,433 100 2,967 100

Total Expenditure 2,838 83 2,341 79

Profit After Tax (PAT) 529 15 529 18

Revenues 3,354 98 2,939 99

Other Income 79 2 28 1

Cost of Sales 2,145 62 1,893 64

Administration and other Expenses 506 15 281 9

Finance Expenses 18 1 69 2

Depreciation 34 1 22 1

Amortisation of capitalised Software costs 135 4 77 3

Profit Before Tax (PBT) 595 17 626 21

Provision For Tax 55 2 86 3

Minority Interest 11 0 11 0

Cost of Sales as a percentage of revenue

Particulars FY 2009

Amount

TOTAL DIRECT COST 2,145 62 1,893 64

TOTAL COST 2,838 83 2,342 79

FY 2008

% of Amount % ofRevenue Revenue

Employee Costs 1,107 32 767 26

Other Direct Costs 1,038 30 1,126 38

SGA expenses 506 15 281 9

Amortization ofcapitalized software

Depreciation 34 1 22 1

Finance Expenses 18 1 69 2

135 4 77 3

costs

Management’s Discussion & Analysis Management’s Discussion & Analysis

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2322 Annual Report 2008-09 TAKE Solutions Limited

FINANCIAL POSITION

Share Capital

Consolidated Balance Sheet (Figs in Rs Million)

(Figs in Rs Millions)

The Shareholders in their Annual General Meeting held on

August 22, 2008 approved the subdivision of face value of each

equity share from Rs. 10/- to Re. 1/-. Consequently, the number

of Issued, Subscribed & Paid up Share Capital has changed to

120,000,000 of Re. 1/- each.

During the year, the company has further issued 1,200,000

equity shares of Re 1/- each at a premium of Rs 72/-to TAKE

Solutions ESOS Trust. The Trust will transfer shares to the

employees of the Company under the scheme of ESOS framed

by the Company.

Reserves and Surplus of the Company stood at Rs. 3,564 Mn at

the end of fiscal year 2009 as against Rs. 2,770 Mn at the end of

2008, an increase of 29%. Out of the profits in fiscal 2009, an

amount of Rs.10 Mn has been transferred to General Reserve, as

required by the Companies Act.

During the Year the Company has proposed dividend at 20% for

Equity Shares and 5% for Preference Shares.

On 10.12.2007, the company established the Employees Stock

Option Scheme - 2007. Under the plan, the Company is

authorized to issue up to 6,000,000 equity settled options of

Re 1/- each to employees (including employees of the subsidiary

company). A Remuneration & Compensation Committee has

been constituted by the Board of Directors of the Company to

administer the Scheme.

Reserves and Surplus

Employee Stock Option Scheme:

Loans

Fixed Assets

Product Development Expenses Capitalized

Goodwill on Consolidation

Investments

Current Assets, Loans and Advances

Loans at the end of FY 2009 aggregated to Rs 238 Mn compared

to Rs 299 Mn at the end of FY 2008. This is due to the settlement

of Long term liabilities, being amounts payable pursuant to past

acquisitions.

The Gross Block of fixed assets as at March 31, 2009 has

increased to Rs 387 Mn from Rs 250 Mn as at March 31, 2008.

The Net additions during the year to the Gross block are Rs 75

Mn. The significant additions during the year comprised of Rs 33

Mn for investment in Computer Equipments and Rs 19 Mn

towards acquiring computer software and licenses. The entire

Capital expenditure was funded through internal revenue

generation.

The INR 679 Mn shown in the Balance Sheet represents value of

Product Development efforts undertaken by the Company, net

of amortization. In comparison to the previous year, amount

capitalized during the year has increased by INR 299 Mn while

amortization has increased by Rs.58 Mn. The increase in

product development costs reflected in the Balance Sheet is

significantly impacted by the steep increase in currency

conversion rates adopted as per principles of consolidation.

During the year, the Company has focussed its product

development efforts on aligning its products basket to better suit

the customer’s spend preferences for meeting their business

expectations.

The increase in Goodwill on consolidation as on March 09 is

INR 737 Mn mainly on account of the steep increase in the

currency conversion rates adopted as per the principles of

consolidation, and on account of restructuring exercises

undertaken within the Group in the US and Middle East

geographies.

The amount of Investments stood at Rs 565 Mn as on 31st March

2009 as against Rs 94 Mn as on 31st March 2008 due to the

investments made in Secured, Listed, Redeemable, Non-

Convertible Debentures during the year.

The Current Assets, Loans and Advances have decreased from

Rs.2,351 Mn as at 31st March 2008 to Rs.1,909 Mn as at 31st

March 2009.

Sundry Debtors as at 31st March 2009 and 2008 were Rs 608

Mn and Rs 908 Mn respectively. This is due to the focused efforts

instituted from the previous year to shorten the time gap between

Delivery and Billing and to shrink the cash cycle. The Days Sales

Outstanding (DSO) as at 31st March 2009 is 64 days as

compared to 111 days as at 31st March 2008. The shorter

collection period is also due to the reduced sales that was

witnessed during the fourth quarter of the year.

The Cash & Bank Balance was at Rs 537 Mn as on March 31,

2009 compared to Rs 1061 Mn as on March 31, 2008. This

decrease is due to the investments made by TAKE during the year

as stated above.

TAKE and all its subsidiaries have their own cash management

policies, credit management and debt collection operations.

Each business unit invests cash surpluses generated during the

course of operations in Sweep investments which are typically

time deposits with reputed and reliable banks.

The total amount of Current Liabilities & Provisions has increased

from Rs. 652 Mn as at 31st March 2008 to Rs. 1,015 Mn as at 31st

March 2009. A major portion of this increase (nearly Rs 160 Mn)

can be attributed to the Cash Hedging Reserve created due to the

fluctuations in currency conversion rates.

Our Company being a product Company, protection of

intellectual property rights is a key part of its overall business

strategy. We have taken appropriate steps to ensure that our base

products (on which customer solutions are developed) are

covered for infringement by trademarks and copyrights. In the

Life Sciences division, we also have a patent application pending

in the US.

Another important aspect that has engaged the management’s

attention is the requirement to protect the intellectual property

rights of other vendors whose products are bundled with our

applications. All steps have been taken to ensure that there are no

infringements on this front when a customer deploys our

solution.

Also we have non disclosure agreements entered into with our

employees and partners who are contractually bound not to

d i s c l o s e a n y c o n f i d e n t i a l i n f o r m a t i o n o n o u r

products/customers.

At TAKE, the most important asset is our 750+ TAKEsters. Several

initiatives were implemented during the year to ensure positive

bonding and motivation.

Current Liabilities and Provisions

INTELLECTUAL PROPERTY

HUMAN ASSETS

Particulars Mar 31, 2009 Mar 31, 2008

LIABILITIES

TOTAL LIABILITIES 4,136 3,327

ASSETS

TOTAL ASSETS 4,136 3,327

Share Capital 169 169

Reserves & Surplus 3,564 2,770

Secured /Unsecured Loans & 277 342

Minority Interest 126 46

Net Fixed Assets 130 83

Capitalized Software Product 679 320

Goodwill on Consolidation 1,867 1,130

Investments 565 94

Cash & Cash Equivalents 537 1061

Deferred tax Assets 1 1

Debtors 608 908

Other Current Assets 764 382

Current Liabilities (1,015) (652)

Deferred Liability

Cost

Particulars As at 31st Mar As at 31st Mar2009 2008

TOTAL 169 169

Authorized Share Capital 500 200Issued Subscribedand Paid- Up 122 121

Less: Shares with ESOP Trust 2 1

Adjusted Issued 120 120

Preference Share Capital 49 49

Subscribed and Paid up

ESOS – 2007

Series – I Series – II

1. Grant Price – Rs 73.00 73.00

2. Grant Date 02.04.2008 26.05.2008

3. Vesting commences on 01.04.2009 25.05.2009

4. Vesting Schedule 30% of grant on01.04.2009,

subsequent 30%of grant on

01.04.2010 andbalance 40% of

grant on01.04.2011

5. Option Granted andoutstanding at thebeginning of the year

6. Option granted duringthe year

7. Option lapsed and /orwithdrawn during the period 230,500 20,000

8. Option exercised duringthe year against whichshares were allotted

9. Option granted andoutstanding at the endof the year of which

- Options vested - -

- Options yet to vest 362,500 777,500

30% of grant on25.05.2009,

subsequent 30%of grant on

25.05.2010 andbalance 40% of

grant on25.05.2011

- -

593,000 797,500

- -

Management’s Discussion & Analysis Management’s Discussion & Analysis

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2322 Annual Report 2008-09 TAKE Solutions Limited

FINANCIAL POSITION

Share Capital

Consolidated Balance Sheet (Figs in Rs Million)

(Figs in Rs Millions)

The Shareholders in their Annual General Meeting held on

August 22, 2008 approved the subdivision of face value of each

equity share from Rs. 10/- to Re. 1/-. Consequently, the number

of Issued, Subscribed & Paid up Share Capital has changed to

120,000,000 of Re. 1/- each.

During the year, the company has further issued 1,200,000

equity shares of Re 1/- each at a premium of Rs 72/-to TAKE

Solutions ESOS Trust. The Trust will transfer shares to the

employees of the Company under the scheme of ESOS framed

by the Company.

Reserves and Surplus of the Company stood at Rs. 3,564 Mn at

the end of fiscal year 2009 as against Rs. 2,770 Mn at the end of

2008, an increase of 29%. Out of the profits in fiscal 2009, an

amount of Rs.10 Mn has been transferred to General Reserve, as

required by the Companies Act.

During the Year the Company has proposed dividend at 20% for

Equity Shares and 5% for Preference Shares.

On 10.12.2007, the company established the Employees Stock

Option Scheme - 2007. Under the plan, the Company is

authorized to issue up to 6,000,000 equity settled options of

Re 1/- each to employees (including employees of the subsidiary

company). A Remuneration & Compensation Committee has

been constituted by the Board of Directors of the Company to

administer the Scheme.

Reserves and Surplus

Employee Stock Option Scheme:

Loans

Fixed Assets

Product Development Expenses Capitalized

Goodwill on Consolidation

Investments

Current Assets, Loans and Advances

Loans at the end of FY 2009 aggregated to Rs 238 Mn compared

to Rs 299 Mn at the end of FY 2008. This is due to the settlement

of Long term liabilities, being amounts payable pursuant to past

acquisitions.

The Gross Block of fixed assets as at March 31, 2009 has

increased to Rs 387 Mn from Rs 250 Mn as at March 31, 2008.

The Net additions during the year to the Gross block are Rs 75

Mn. The significant additions during the year comprised of Rs 33

Mn for investment in Computer Equipments and Rs 19 Mn

towards acquiring computer software and licenses. The entire

Capital expenditure was funded through internal revenue

generation.

The INR 679 Mn shown in the Balance Sheet represents value of

Product Development efforts undertaken by the Company, net

of amortization. In comparison to the previous year, amount

capitalized during the year has increased by INR 299 Mn while

amortization has increased by Rs.58 Mn. The increase in

product development costs reflected in the Balance Sheet is

significantly impacted by the steep increase in currency

conversion rates adopted as per principles of consolidation.

During the year, the Company has focussed its product

development efforts on aligning its products basket to better suit

the customer’s spend preferences for meeting their business

expectations.

The increase in Goodwill on consolidation as on March 09 is

INR 737 Mn mainly on account of the steep increase in the

currency conversion rates adopted as per the principles of

consolidation, and on account of restructuring exercises

undertaken within the Group in the US and Middle East

geographies.

The amount of Investments stood at Rs 565 Mn as on 31st March

2009 as against Rs 94 Mn as on 31st March 2008 due to the

investments made in Secured, Listed, Redeemable, Non-

Convertible Debentures during the year.

The Current Assets, Loans and Advances have decreased from

Rs.2,351 Mn as at 31st March 2008 to Rs.1,909 Mn as at 31st

March 2009.

Sundry Debtors as at 31st March 2009 and 2008 were Rs 608

Mn and Rs 908 Mn respectively. This is due to the focused efforts

instituted from the previous year to shorten the time gap between

Delivery and Billing and to shrink the cash cycle. The Days Sales

Outstanding (DSO) as at 31st March 2009 is 64 days as

compared to 111 days as at 31st March 2008. The shorter

collection period is also due to the reduced sales that was

witnessed during the fourth quarter of the year.

The Cash & Bank Balance was at Rs 537 Mn as on March 31,

2009 compared to Rs 1061 Mn as on March 31, 2008. This

decrease is due to the investments made by TAKE during the year

as stated above.

TAKE and all its subsidiaries have their own cash management

policies, credit management and debt collection operations.

Each business unit invests cash surpluses generated during the

course of operations in Sweep investments which are typically

time deposits with reputed and reliable banks.

The total amount of Current Liabilities & Provisions has increased

from Rs. 652 Mn as at 31st March 2008 to Rs. 1,015 Mn as at 31st

March 2009. A major portion of this increase (nearly Rs 160 Mn)

can be attributed to the Cash Hedging Reserve created due to the

fluctuations in currency conversion rates.

Our Company being a product Company, protection of

intellectual property rights is a key part of its overall business

strategy. We have taken appropriate steps to ensure that our base

products (on which customer solutions are developed) are

covered for infringement by trademarks and copyrights. In the

Life Sciences division, we also have a patent application pending

in the US.

Another important aspect that has engaged the management’s

attention is the requirement to protect the intellectual property

rights of other vendors whose products are bundled with our

applications. All steps have been taken to ensure that there are no

infringements on this front when a customer deploys our

solution.

Also we have non disclosure agreements entered into with our

employees and partners who are contractually bound not to

d i s c l o s e a n y c o n f i d e n t i a l i n f o r m a t i o n o n o u r

products/customers.

At TAKE, the most important asset is our 750+ TAKEsters. Several

initiatives were implemented during the year to ensure positive

bonding and motivation.

Current Liabilities and Provisions

INTELLECTUAL PROPERTY

HUMAN ASSETS

Particulars Mar 31, 2009 Mar 31, 2008

LIABILITIES

TOTAL LIABILITIES 4,136 3,327

ASSETS

TOTAL ASSETS 4,136 3,327

Share Capital 169 169

Reserves & Surplus 3,564 2,770

Secured /Unsecured Loans & 277 342

Minority Interest 126 46

Net Fixed Assets 130 83

Capitalized Software Product 679 320

Goodwill on Consolidation 1,867 1,130

Investments 565 94

Cash & Cash Equivalents 537 1061

Deferred tax Assets 1 1

Debtors 608 908

Other Current Assets 764 382

Current Liabilities (1,015) (652)

Deferred Liability

Cost

Particulars As at 31st Mar As at 31st Mar2009 2008

TOTAL 169 169

Authorized Share Capital 500 200Issued Subscribedand Paid- Up 122 121

Less: Shares with ESOP Trust 2 1

Adjusted Issued 120 120

Preference Share Capital 49 49

Subscribed and Paid up

ESOS – 2007

Series – I Series – II

1. Grant Price – Rs 73.00 73.00

2. Grant Date 02.04.2008 26.05.2008

3. Vesting commences on 01.04.2009 25.05.2009

4. Vesting Schedule 30% of grant on01.04.2009,

subsequent 30%of grant on

01.04.2010 andbalance 40% of

grant on01.04.2011

5. Option Granted andoutstanding at thebeginning of the year

6. Option granted duringthe year

7. Option lapsed and /orwithdrawn during the period 230,500 20,000

8. Option exercised duringthe year against whichshares were allotted

9. Option granted andoutstanding at the endof the year of which

- Options vested - -

- Options yet to vest 362,500 777,500

30% of grant on25.05.2009,

subsequent 30%of grant on

25.05.2010 andbalance 40% of

grant on25.05.2011

- -

593,000 797,500

- -

Management’s Discussion & Analysis Management’s Discussion & Analysis

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1924 Annual Report 2008-09 TAKE Solutions Limited

monthly HR newsletter has been launched

to remain abreast of the happenings in the industry and

also to create and share a knowledge base.

Top management is actively involved in sharing global

economic concerns and industry level developments

with employees through ,

demystifying their fears and keeping them motivated.

One of the initiatives, “TANGO”, designed to

encourage employee participation through role play,

experience sharing and team building exercise has

been a success with great participation.

As a part of creating a differentiation among peers in the

competitive arena, TAKE has consciously developed a

series of knowledge initiatives involving employees

and external stake holders. A significant highlight for

the year is the setting up of the

in association with LIBA.

The Company and its management have adequate systems of

internal control that are commensurate with the Company’s

size. These systems have been designed to provide reasonable

assurance with regard to maintaining proper accounting

controls, safeguard of assets, monitoring economy and

efficiency of operations, so that they are adequate for the

preparation of financial statements and other financial

information. There are clear demarcation of roles and

responsibilities at various levels of operations.

The Company’s Audit Committee, which is a subcommittee of

the Board, always keeps track of the adherence to internal

control systems, internal audit reports and suggestions. This

Committee reviews all quarterly and yearly results of the

Company and conveys to the Board its recommendations for

consideration of such results. The Company continuously strives

to align all its processes and controls with global set standards

and best practices.

The risks and uncertainties relating to our business include, but

are not limited to, our ability to successfully complete and

integrate potential acquisitions, manage currency risks, our

ability to manage growth, our ability to manage international

operations, unauthorised use of intellectual property,

restrictions on Immigration leading to inability to service orders,

reduced demand for technology in SCM and Life Sciences,

liability for damages arising out of customer contracts,

customers insolvency in the current global economic scenario,

withdrawal of government fiscal incentives impairing earnings,

“HR Tract”

“Group Mentoring Sessions”

“COE in Supply Chain”

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

RISK MANAGEMENT

political instability, legal restrictions on raising capital or

acquiring companies outside India.

The Risk Management Policy of the Company is to review these

risks and concerns by the senior management & develop a

mitigation plan to address these risks.

The Company has nominated a Chief Risk Officer, to identify the

areas of risk & concerns. The Chief Risk Officer places before the

Audit Committee the Risk mitigation plan in operation and also a

feedback on status on an ongoing basis. The Audit Committee

reviews the reports on Risk Management by the Chief Risk

Officer and gives guidance and directions to address all current

risks on a time bound schedule.

Management’s Discussion & Analysis Management’s Discussion & Analysis

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25TAKE Solutions Limited

Corporate Governance Report

@ Resigned from the Board with effect from May 22, 2009

** Appointed as a Chairman of the Board w.e.f. May 22, 2009

# Appointed as Additional Directors w.e.f. May 22, 2009

Annexure to the Directors’Report

1. Philosophy on Code of Corporate Governance

Corporate Governance today has emerged as an integral

element in the business environment. TAKE has always been

committed to good corporate governance and adequate

disclosures and it lays emphasis on transparency, accountability

and integrity in all its operations and dealings with its customers,

dealers, employees, shareholders and with every individual

who comes in contact with the Company. We believe that sound

corporate governance is vital to enhance and retain investor

confidence.

For implementing Corporate Governance practices, TAKE has a

well defined policy framework inter alia consisting of the

following:

a. Code of Conduct for Directors and Senior Management

Personnel

b. Code of Conduct for prevention of Insider Trading

c. Whistle Blower Policy

d. Equal Employment Opportunity Policy

e. Risk Management Policy

f. Policy on Prevention of Sexual Harassment at Workplace

The effective implementation of the above highlights the

commitment of the Company to uphold the highest principles of

Corporate Governance to enhance shareholder value.

Your Directors present the Corporate Governance Report for the

year 2008-09 based on the disclosure requirements under

Clause 49 of the Listing Agreement.

a) At present the Board consists of 11 Members comprising of 2

Executive Directors (Managing and Whole Time) and 9 Non-

Executive Directors out of which 6 are Independent. The Non-

executive Directors/Independent Directors, all of whom are

acknowledged as leading professionals in their respective fields,

bring in independent judgment to the discussions and

deliberations of the Board.

b) Composition of Board of Directors

2. Board of Directors

Number of Directorships Number of Board

Sl. No Name of Director Category held in other Indian Committee memberships

companies @@ held in other companies*

1 Mr. T.K. Wong @ Non-Executive Chairman Nil Nil Nil Nil

2 Mr. N. Kumar** Non-Executive Chairman 6 4 2 4

3 Mr. D.A. Prasanna Independent Director 2 Nil Nil Nil

4 Prof. G. Raghuram Independent Director 4 Nil 1 Nil

5 Mr. R. Sundara Rajan Independent Director 8 5 3 4

6 Mr. N. Rangachary# Independent Director 5 4 2 2

7 Mr. S. Krishnamurthy# Independent Director 2 Nil 1 1

8 Mr. Srinivasan. H.R. Non-Executive and Non- 1 3 1 Nil

9 Mr. D. V. Ravi Non-Executive and Non- 5 8 Nil Nil

10 Mr. Ram Yeleswarapu Non-Executive and Non- Nil Nil Nil Nil

11 Mr. S. Sridharan Managing Director Nil Nil Nil Nil

12 Mr. R .Seshadri Executive Director Nil 1 Nil Nil

Public Private Member Chairman

Independent Director

Independent Director

Independent Director

@@ Does not include unlimited Companies, foreign Companies

and Companies under Section 25 of the Companies Act, 1956

*Only memberships in Audit and Investor Grievance Committees

are considered

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26 Annual Report 2008-09 27TAKE Solutions Limited

Samsung Ltd, Korea. He brings rich experience in Pharma and

Healthcare. He currently leads an industry taskforce for making

Bangalore a Health Destination under the aegis of the

Confederation of Indian Industry.

Mr. Prasanna is an alumnus of IIM Ahmedabad & GE Global

Business Leadership Program at Crotonville.

Mr.D.A.Prasanna does not hold any equity shares of the

Company.

is the President and Chief Executive

Officer of TAKE Solutions Group. Operating from U.S.

Headquarters in Princeton, New Jersey, Mr. Yeleswarapu has full

responsibility for US operations of your Company. Throughout

his career, Mr. Yeleswarapu has enjoyed success in leading

global IT organizations with considerable experience in the bio-

pharmaceutical arena with life sciences expertise in the areas of

adverse experience reporting on post-marketed drugs as well as

sales and marketing analytics and commercial enterprise

applications for pharmaceutical Companies.

Mr.Yelewarapu's stint in the US includes assignments with

Parke-Davis, and Amgen. In 2000, he formed an IT

consulting firm where his vision to build a world-class data

warehousing and business intelligence practice for the bio-

pharmaceutical and insurance industries began to unfold. His

consulting practice soon expanded to generate ideas on

building product lines and professional services to support the

demand for an expansive regulatory-compliant life sciences

product portfolio.

Mr. Ram Yeleswarapu holds an Engineering degree from the

Indian Institute of Technology, Chennai

Mr.Ram Yeleswarapu does not hold any equity shares of the

Company.

is a member of The Institute of Chartered

Accountants of India, The Institute of Cost and Works

Accountants of India and The Institute of Company Secretaries

of India. He is an Honorary Fellow of the Actuarial Society of

India. A member of the Indian Revenue Services, he served as

Chairman of the Central Board of Direct Taxes and also the first

Chairman of the Insurance Regulatory and Development

Authority. He is also an advisor to various organizations

engaged in trade, commerce and profession. He was also

Advisor to the Government of Andhra Pradesh on Finance, Risk

Management and Insurance. He was honoured with the

“International Insurance Award” for the year 1999-2000 by the

International Insurance Council, USA.

Mr.N.Rangachary does not hold any equity shares of the

Company.

iii. Mr. Ram Yeleswarapu

iv. Mr. N. Rangachary

Merck

v. Mr. S. Krishnamurthy

3. Audit Committee

is a B.SC., MLM, Bachelor of General

Laws with a Diploma in Industrial Relations & Personnel

Management. An Associate of the Indian Institute of Bankers, Mr.

Krishnamurthy is a Professional Banker with extensive

experience of over 4 decades with the Reserve Bank of India and

Commercial Banks. Mr. Krishnamurthy was Secretary, Banking

Services Recruitment Board for Public Sector Banks for around 5

years. He was the Chairman of Tamilnad Mercantile Bank and he

also served as General Manager (Vigilance & Inspection / Audit)

with Indian Overseas Bank. He was Banking Ombudsman,

Chennai for around 2 years.

Mr.S.Krishnamurthy does not hold any equity shares of the

Company.

The Audit Committee was constituted on 31st March, 2004 and

was re-constituted on 06th June, 2006 and again re-constituted

on May 22, 2009.

The Audit Committee has the following powers:

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise,

if it considers necessary.

The Role of Audit Committee includes the following:

i. Oversight of the Company’s financial reporting process

and the disclosure of its financial information to ensure

that the financial statements are correct, sufficient and

credible;

ii. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or

removal of the statutory auditor and the fixation of audit

fees;

iii. Approval of payment to statutory auditors for any other

services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial

statements before submission to the Board for approval,

with particular reference to:

a) Matters that need to be included in the Director’s

Responsibility Statement as per section 217 of the

Companies Act, 1956;

b) Changes, if any, in accounting policies and practices

and reasons for the same;

c) Major accounting entries involving estimates based

Corporate Governance Report

As per the requirements of the listing agreement, none of the

Directors of the Board serves as a member of more than 10

committees or as a Chairman of more than 5 committees.

Six Board Meetings were held during the financial year 2008-09

with a time gap of not more than 4 months between any two

meetings and the required information made available as

stipulated under clause 49 of the listing agreement to the

members of the Board. The Date of such Board Meetings were

25th May 2008, 25th July 2008, 22nd August 2008, 24th

October 2008, 30th January 2009 and 20th March 2009.

*The Chairman being based in Singapore participated in Board

Meetings through Tele Conference.

Mr. R. Sundara Rajan is a Mechanical Engineer from Jadhavpur

University, Calcutta, and an MBA from the Indian Institute of

Management, Ahmedabad. He has 30 years experience in the

a) Attendance record of the Directors

c) Details of Directors seeking appointment / reappointment:

i. Mr. R. Sundara Rajan - Independent Director of the Company

Pharmaceutical Industry, out of which he served15 years as CEO.

He is also a Chartered Engineer and Associate of the Insurance

Institute of India

He has occupied senior management positions in the industry in

the areas of marketing and general management. As a Consultant,

he was instrumental in setting up a few pharmaceutical projects.

His last assignment was as the Executive VP of Matrix Laboratories

Ltd one of the fastest growing and most profitable Companies in the

pharmaceutical industry in India.

He has hands on experience in pharmaceutical marketing,

pharmaceutical projects and setting up foreign collaboration

ventures in India. During a short tenure as Consultant, he was

instrumental in bringing the latest pharmaceutical technology

into the Country and also introducing good manufacturing

practices in the ventures set up by him.

He holds Directorship in the Board of Shriram Capital Ltd,

Manipal Acunova Ltd, Shriram EPC Ltd, Rambal Ltd, Shriram

Fortune Solutions Ltd, Shriram Credit Company Ltd, Shriram

Asset Management Company Ltd, Shriram Wealth Advisors Ltd,

Namo Technology Ventures India Pvt Ltd, Shriram Enterprise

Holdings Pvt Ltd, Asia Cryocell Pvt Ltd, Visionary RCM Infotech

India Pvt Ltd and CMNK Consultancy & Services Pvt Ltd.

Mr.R.Sundara Rajan holds 15,370 Equity Shares in the Company.

Mr. D.A. Prasanna is acknowledged in the healthcare sector as

the pioneer in creating a market for hi-tech medical equipment

and delivering clinical excellence at low patient fees in Asian

Hospitals, through innovative strategies. As the startup CEO of

GE Medical in India, he developed a $330Mn Global Business in

healthcare for GE Medical Systems (GEMS) by leveraging

India's competitiveness taking the Company from No 5 to No 1 in

the Country. He was a founding member of Wipro's team that

initiated the Company's entry into IT and was Vice Chairman of

Wipro Ltd. He has experience in leveraging Asian

competitiveness building successful global business in medical

technology for GE and software for WIPRO. He serves on the

Board of various Pharma Companies and Research Institutes.

He is an Independent Director of Shasun Chemicals and Drugs

Limited, and Vice-Chairman and Managing Director of Manipal

Acunova Limited. He also serves on the Board of Center for

Policy Research, India's leading Think Tank. He has served as

Chairman of GEBEL, GEMS IT Ltd and GE X-Ray (South Asia) and

Director of GE Yokogawa Medical Systems Ltd, Japan and GE

ii. Mr. D.A. Prasanna - Independent Director of the Company.

Name of the Director Category No of Board Meetings

Held Attended

Mr. T.K. Wong

Prof. G. Raghuram

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. N. Kumar

Mr. Srinivasan. H.R.

Mr. D. V. Ravi

Mr. S. Sridharan

Mr. Ram Yeleswarapu

Mr. R. Seshadri

Non-Executive 6 -*

Independent 6 5

Independent 6 6

Independent 6 4

Independent 6 6

Non 6 6

Non 6 6

Managing 6 6

Non 6 2

Executive 6 6

Chairman

Independent &

Non Executive

Independent &

Non Executive

Director

Independent &

Non Executive

Director

Corporate Governance Report

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26 Annual Report 2008-09 27TAKE Solutions Limited

Samsung Ltd, Korea. He brings rich experience in Pharma and

Healthcare. He currently leads an industry taskforce for making

Bangalore a Health Destination under the aegis of the

Confederation of Indian Industry.

Mr. Prasanna is an alumnus of IIM Ahmedabad & GE Global

Business Leadership Program at Crotonville.

Mr.D.A.Prasanna does not hold any equity shares of the

Company.

is the President and Chief Executive

Officer of TAKE Solutions Group. Operating from U.S.

Headquarters in Princeton, New Jersey, Mr. Yeleswarapu has full

responsibility for US operations of your Company. Throughout

his career, Mr. Yeleswarapu has enjoyed success in leading

global IT organizations with considerable experience in the bio-

pharmaceutical arena with life sciences expertise in the areas of

adverse experience reporting on post-marketed drugs as well as

sales and marketing analytics and commercial enterprise

applications for pharmaceutical Companies.

Mr.Yelewarapu's stint in the US includes assignments with

Parke-Davis, and Amgen. In 2000, he formed an IT

consulting firm where his vision to build a world-class data

warehousing and business intelligence practice for the bio-

pharmaceutical and insurance industries began to unfold. His

consulting practice soon expanded to generate ideas on

building product lines and professional services to support the

demand for an expansive regulatory-compliant life sciences

product portfolio.

Mr. Ram Yeleswarapu holds an Engineering degree from the

Indian Institute of Technology, Chennai

Mr.Ram Yeleswarapu does not hold any equity shares of the

Company.

is a member of The Institute of Chartered

Accountants of India, The Institute of Cost and Works

Accountants of India and The Institute of Company Secretaries

of India. He is an Honorary Fellow of the Actuarial Society of

India. A member of the Indian Revenue Services, he served as

Chairman of the Central Board of Direct Taxes and also the first

Chairman of the Insurance Regulatory and Development

Authority. He is also an advisor to various organizations

engaged in trade, commerce and profession. He was also

Advisor to the Government of Andhra Pradesh on Finance, Risk

Management and Insurance. He was honoured with the

“International Insurance Award” for the year 1999-2000 by the

International Insurance Council, USA.

Mr.N.Rangachary does not hold any equity shares of the

Company.

iii. Mr. Ram Yeleswarapu

iv. Mr. N. Rangachary

Merck

v. Mr. S. Krishnamurthy

3. Audit Committee

is a B.SC., MLM, Bachelor of General

Laws with a Diploma in Industrial Relations & Personnel

Management. An Associate of the Indian Institute of Bankers, Mr.

Krishnamurthy is a Professional Banker with extensive

experience of over 4 decades with the Reserve Bank of India and

Commercial Banks. Mr. Krishnamurthy was Secretary, Banking

Services Recruitment Board for Public Sector Banks for around 5

years. He was the Chairman of Tamilnad Mercantile Bank and he

also served as General Manager (Vigilance & Inspection / Audit)

with Indian Overseas Bank. He was Banking Ombudsman,

Chennai for around 2 years.

Mr.S.Krishnamurthy does not hold any equity shares of the

Company.

The Audit Committee was constituted on 31st March, 2004 and

was re-constituted on 06th June, 2006 and again re-constituted

on May 22, 2009.

The Audit Committee has the following powers:

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise,

if it considers necessary.

The Role of Audit Committee includes the following:

i. Oversight of the Company’s financial reporting process

and the disclosure of its financial information to ensure

that the financial statements are correct, sufficient and

credible;

ii. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or

removal of the statutory auditor and the fixation of audit

fees;

iii. Approval of payment to statutory auditors for any other

services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial

statements before submission to the Board for approval,

with particular reference to:

a) Matters that need to be included in the Director’s

Responsibility Statement as per section 217 of the

Companies Act, 1956;

b) Changes, if any, in accounting policies and practices

and reasons for the same;

c) Major accounting entries involving estimates based

Corporate Governance Report

As per the requirements of the listing agreement, none of the

Directors of the Board serves as a member of more than 10

committees or as a Chairman of more than 5 committees.

Six Board Meetings were held during the financial year 2008-09

with a time gap of not more than 4 months between any two

meetings and the required information made available as

stipulated under clause 49 of the listing agreement to the

members of the Board. The Date of such Board Meetings were

25th May 2008, 25th July 2008, 22nd August 2008, 24th

October 2008, 30th January 2009 and 20th March 2009.

*The Chairman being based in Singapore participated in Board

Meetings through Tele Conference.

Mr. R. Sundara Rajan is a Mechanical Engineer from Jadhavpur

University, Calcutta, and an MBA from the Indian Institute of

Management, Ahmedabad. He has 30 years experience in the

a) Attendance record of the Directors

c) Details of Directors seeking appointment / reappointment:

i. Mr. R. Sundara Rajan - Independent Director of the Company

Pharmaceutical Industry, out of which he served15 years as CEO.

He is also a Chartered Engineer and Associate of the Insurance

Institute of India

He has occupied senior management positions in the industry in

the areas of marketing and general management. As a Consultant,

he was instrumental in setting up a few pharmaceutical projects.

His last assignment was as the Executive VP of Matrix Laboratories

Ltd one of the fastest growing and most profitable Companies in the

pharmaceutical industry in India.

He has hands on experience in pharmaceutical marketing,

pharmaceutical projects and setting up foreign collaboration

ventures in India. During a short tenure as Consultant, he was

instrumental in bringing the latest pharmaceutical technology

into the Country and also introducing good manufacturing

practices in the ventures set up by him.

He holds Directorship in the Board of Shriram Capital Ltd,

Manipal Acunova Ltd, Shriram EPC Ltd, Rambal Ltd, Shriram

Fortune Solutions Ltd, Shriram Credit Company Ltd, Shriram

Asset Management Company Ltd, Shriram Wealth Advisors Ltd,

Namo Technology Ventures India Pvt Ltd, Shriram Enterprise

Holdings Pvt Ltd, Asia Cryocell Pvt Ltd, Visionary RCM Infotech

India Pvt Ltd and CMNK Consultancy & Services Pvt Ltd.

Mr.R.Sundara Rajan holds 15,370 Equity Shares in the Company.

Mr. D.A. Prasanna is acknowledged in the healthcare sector as

the pioneer in creating a market for hi-tech medical equipment

and delivering clinical excellence at low patient fees in Asian

Hospitals, through innovative strategies. As the startup CEO of

GE Medical in India, he developed a $330Mn Global Business in

healthcare for GE Medical Systems (GEMS) by leveraging

India's competitiveness taking the Company from No 5 to No 1 in

the Country. He was a founding member of Wipro's team that

initiated the Company's entry into IT and was Vice Chairman of

Wipro Ltd. He has experience in leveraging Asian

competitiveness building successful global business in medical

technology for GE and software for WIPRO. He serves on the

Board of various Pharma Companies and Research Institutes.

He is an Independent Director of Shasun Chemicals and Drugs

Limited, and Vice-Chairman and Managing Director of Manipal

Acunova Limited. He also serves on the Board of Center for

Policy Research, India's leading Think Tank. He has served as

Chairman of GEBEL, GEMS IT Ltd and GE X-Ray (South Asia) and

Director of GE Yokogawa Medical Systems Ltd, Japan and GE

ii. Mr. D.A. Prasanna - Independent Director of the Company.

Name of the Director Category No of Board Meetings

Held Attended

Mr. T.K. Wong

Prof. G. Raghuram

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. N. Kumar

Mr. Srinivasan. H.R.

Mr. D. V. Ravi

Mr. S. Sridharan

Mr. Ram Yeleswarapu

Mr. R. Seshadri

Non-Executive 6 -*

Independent 6 5

Independent 6 6

Independent 6 4

Independent 6 6

Non 6 6

Non 6 6

Managing 6 6

Non 6 2

Executive 6 6

Chairman

Independent &

Non Executive

Independent &

Non Executive

Director

Independent &

Non Executive

Director

Corporate Governance Report

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28 Annual Report 2008-09 29TAKE Solutions Limited

vi) Corporate Performance

vii) Performance of the Division the individual belongs to

Terms of Reference:-

To review the Company’s remuneration policy on

specific remuneration packages to Executive Directors

including pension rights and any compensation

payment while striking a balance with the interest of

the Company and the shareholders.

To approve the Annual Remuneration Plan of the

Company

Details of remuneration paid to Directors for the year 2008-09

are given below:(Amount in Rs.)

*Remuneration payable to Non-Executive Directors for the year

ended March 31, 2009 not yet paid since approval from Central

Government is pending.

The Shares held by Directors as on March 31, 2009 are given

below:

The attendance of each member of the Remuneration &

Compensation Committee is as follows:

5. Shareholders’/ Investors’Grievance Committee

6. Details of Annual/Extraordinary General Meetings

The Shareholders’/Investors’ Grievance – Cum – Share Transfer

Committee was formed on June 6, 2006. The Committee is to

redress the complaints of the shareholders in respect of matters

pertaining to transfer of shares, non-receipt of annual report,

dematerialization of shares, non-receipt of declared dividend

etc. The Company Secretary acts as the Secretary to the

Committee.

The attendance of each member of the Committee is as follows:

The following table shows status of complaints received from

shareholders during 2008-09

Location and dates of the General Meetings held in the past three

years

All the resolutions including the Special Resolutions set out in

the respective notices were passed by the shareholders

unanimously.

Name of the Director No of shares held

15,370

150,160

Mr. R. Sundara Rajan

Mr. R. Seshadri

Name of the Director Category No of Committee Meetings

Held Attended

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. D.V. Ravi

Chairman 01 01

Member 01 -

Member 01 01

Name of the Director Category No of CommitteeMeetings

Held Attended

Mr. N. Kumar Chairman 04 04

Mr. R. Sundara Rajan Member 04 04

Mr. S. Sridharan Member 04 04

Sl. No. Nature ofComplaints Balance

Opening Received Responded Pending

01 IPO 01 40 40 01

02 Others Nil 09 09 Nil

Related

Sl. No. AGM /EGM Location Date

01 EGM Corporate Office ,Chennai 21.06.2006

02 AGM Corporate Office ,Chennai 29.09.2006

03 EGM Corporate Office ,Chennai 21.06.2007

04 AGM Corporate Office ,Chennai 27.07.2007

05 EGM Russian Cultural Centre,Chennai 10.12.2007

06 EGM Narada Gana Sabha,Chennai 07.04.2008

07 AGM Narada Gana Sabha,Chennai 22.08.2008

08 Postal Ballot 30.03.2009

Name of the Director Remuneration paid duringthe FY 2008-09

Remuneration/Commission(payable/paid)

Mr. T.K. Wong

Prof. G. Raghuram

Mr. R. Sundara Rajan

Mr. D A Prasanna

Mr. N. Kumar

Mr. Srinivasan. H.R.

Mr. D V Ravi

Mr. S. Sridharan

Mr. Ram Yeleswarapu

Mr. R. Seshadri

Salary Sitting Fees

NA NIL NIL

NA 1,00,000 4,00,000

NA 1,20,000 4,00,000

NA 80,000 4,00,000

NA 1,20,000 4,00,000

NIL NIL 24,00,000*

NIL NIL 24,00,000*

39,93,361 NIL NIL

NIL NIL NIL

29,75,808 NIL NIL

Corporate Governance Report

on the exercise of judgment by management;

d) Significant adjustments made in the financial

statements arising out of audit findings;

e) Compliance with listing and other legal

requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

v. Reviewing with the management, quarterly financial

statements before submission of the same to the Board

for its approval.

vi. Reviewing with the management, performance of

statutory and internal auditors, and adequacy of the

internal control systems.

vii. Reviewing the adequacy of internal audit function, if

any, including the structure of the internal audit

department, staffing and seniority of the official heading

the department, reporting structure, coverage and

frequency of internal audit.

viii.Discussion with internal auditors any significant findings

and follow up there on.

ix. Reviewing the findings of any internal investigations by

the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal

control systems of a material nature and reporting the

matter to the Board.

x. Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of

concern.

xi. To look into the reasons for substantial defaults, if any in

the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared

dividends) and creditors.

i. Management Discussion and Analysis of the financial

condition and results of operations;

ii. Statement of significant related party transactions

submitted by the management;

iii. Management letters/letters of internal control

weaknesses; and

iv. The appointment, removal and terms of remuneration of

the Chief Internal Auditor, where applicable.

The Audit committee reviews the following information:

The attendance of each member of the Audit Committee is as

follows:

Mr.S.Krishnamurthy was inducted in the Audit Committee on

May 22, 2009

The Company Secretary is the Secretary of the Audit Committee.

The Remuneration & Compensation Committee determines and

recommends the remuneration payable to the Executive

Directors. The Board of Directors approves the remuneration

payable to the Executive Directors on the basis of their

performance as well as the Company’s performance, subject to

consents as may be required.

The Independent Directors are paid Sitting fees for attending the

meetings of the Board. Currently a fee of Rs.20,000 per meeting

per Director is paid for attending the Board Meeting. The

Independent Directors are paid a commission not exceeding 1%

of the Net Profits of the Company computed under the provisions

of the Companies Act, 1956. The basis of determining the

amount of commission to the Independent Directors is related to

their attendance and contributions at the meetings and extent of

consultations provided by them. The resolutions for the

appointment of Directors and remuneration payable are

approved by the Shareholders of the Company.

Our remuneration policy is driven by the success and

performance of the individual employee and our Company. We

seek to attract, retain, develop and motivate a high performance

workforce through our compensation program. We follow a

compensation mix of fixed pay, benefits, individual performance

pay determined by business performance and the performance

of individuals measured through the annual appraisal process.

The Employee Stock Option Scheme of the Company is

administered by the Remuneration & Compensation Committee

and the entitlement of eligible employees will be determined by

the Committee based on a weighted combination of the

following criteria:

i) Salary grade or level

ii) Criticality of the role

iii) Potential of the individual

iv) Performance of the individual

v) Tenure served by the individual till the date of grant

4. Remuneration & Compensation Committee

Name of the Director Category No of Committee Meetings

Held Attended

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. D.V. Ravi

Chairman 04 04

Member 04 03

Member 04 04

Corporate Governance Report

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28 Annual Report 2008-09 29TAKE Solutions Limited

vi) Corporate Performance

vii) Performance of the Division the individual belongs to

Terms of Reference:-

To review the Company’s remuneration policy on

specific remuneration packages to Executive Directors

including pension rights and any compensation

payment while striking a balance with the interest of

the Company and the shareholders.

To approve the Annual Remuneration Plan of the

Company

Details of remuneration paid to Directors for the year 2008-09

are given below:(Amount in Rs.)

*Remuneration payable to Non-Executive Directors for the year

ended March 31, 2009 not yet paid since approval from Central

Government is pending.

The Shares held by Directors as on March 31, 2009 are given

below:

The attendance of each member of the Remuneration &

Compensation Committee is as follows:

5. Shareholders’/ Investors’Grievance Committee

6. Details of Annual/Extraordinary General Meetings

The Shareholders’/Investors’ Grievance – Cum – Share Transfer

Committee was formed on June 6, 2006. The Committee is to

redress the complaints of the shareholders in respect of matters

pertaining to transfer of shares, non-receipt of annual report,

dematerialization of shares, non-receipt of declared dividend

etc. The Company Secretary acts as the Secretary to the

Committee.

The attendance of each member of the Committee is as follows:

The following table shows status of complaints received from

shareholders during 2008-09

Location and dates of the General Meetings held in the past three

years

All the resolutions including the Special Resolutions set out in

the respective notices were passed by the shareholders

unanimously.

Name of the Director No of shares held

15,370

150,160

Mr. R. Sundara Rajan

Mr. R. Seshadri

Name of the Director Category No of Committee Meetings

Held Attended

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. D.V. Ravi

Chairman 01 01

Member 01 -

Member 01 01

Name of the Director Category No of CommitteeMeetings

Held Attended

Mr. N. Kumar Chairman 04 04

Mr. R. Sundara Rajan Member 04 04

Mr. S. Sridharan Member 04 04

Sl. No. Nature ofComplaints Balance

Opening Received Responded Pending

01 IPO 01 40 40 01

02 Others Nil 09 09 Nil

Related

Sl. No. AGM /EGM Location Date

01 EGM Corporate Office ,Chennai 21.06.2006

02 AGM Corporate Office ,Chennai 29.09.2006

03 EGM Corporate Office ,Chennai 21.06.2007

04 AGM Corporate Office ,Chennai 27.07.2007

05 EGM Russian Cultural Centre,Chennai 10.12.2007

06 EGM Narada Gana Sabha,Chennai 07.04.2008

07 AGM Narada Gana Sabha,Chennai 22.08.2008

08 Postal Ballot 30.03.2009

Name of the Director Remuneration paid duringthe FY 2008-09

Remuneration/Commission(payable/paid)

Mr. T.K. Wong

Prof. G. Raghuram

Mr. R. Sundara Rajan

Mr. D A Prasanna

Mr. N. Kumar

Mr. Srinivasan. H.R.

Mr. D V Ravi

Mr. S. Sridharan

Mr. Ram Yeleswarapu

Mr. R. Seshadri

Salary Sitting Fees

NA NIL NIL

NA 1,00,000 4,00,000

NA 1,20,000 4,00,000

NA 80,000 4,00,000

NA 1,20,000 4,00,000

NIL NIL 24,00,000*

NIL NIL 24,00,000*

39,93,361 NIL NIL

NIL NIL NIL

29,75,808 NIL NIL

Corporate Governance Report

on the exercise of judgment by management;

d) Significant adjustments made in the financial

statements arising out of audit findings;

e) Compliance with listing and other legal

requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

v. Reviewing with the management, quarterly financial

statements before submission of the same to the Board

for its approval.

vi. Reviewing with the management, performance of

statutory and internal auditors, and adequacy of the

internal control systems.

vii. Reviewing the adequacy of internal audit function, if

any, including the structure of the internal audit

department, staffing and seniority of the official heading

the department, reporting structure, coverage and

frequency of internal audit.

viii.Discussion with internal auditors any significant findings

and follow up there on.

ix. Reviewing the findings of any internal investigations by

the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal

control systems of a material nature and reporting the

matter to the Board.

x. Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of

concern.

xi. To look into the reasons for substantial defaults, if any in

the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared

dividends) and creditors.

i. Management Discussion and Analysis of the financial

condition and results of operations;

ii. Statement of significant related party transactions

submitted by the management;

iii. Management letters/letters of internal control

weaknesses; and

iv. The appointment, removal and terms of remuneration of

the Chief Internal Auditor, where applicable.

The Audit committee reviews the following information:

The attendance of each member of the Audit Committee is as

follows:

Mr.S.Krishnamurthy was inducted in the Audit Committee on

May 22, 2009

The Company Secretary is the Secretary of the Audit Committee.

The Remuneration & Compensation Committee determines and

recommends the remuneration payable to the Executive

Directors. The Board of Directors approves the remuneration

payable to the Executive Directors on the basis of their

performance as well as the Company’s performance, subject to

consents as may be required.

The Independent Directors are paid Sitting fees for attending the

meetings of the Board. Currently a fee of Rs.20,000 per meeting

per Director is paid for attending the Board Meeting. The

Independent Directors are paid a commission not exceeding 1%

of the Net Profits of the Company computed under the provisions

of the Companies Act, 1956. The basis of determining the

amount of commission to the Independent Directors is related to

their attendance and contributions at the meetings and extent of

consultations provided by them. The resolutions for the

appointment of Directors and remuneration payable are

approved by the Shareholders of the Company.

Our remuneration policy is driven by the success and

performance of the individual employee and our Company. We

seek to attract, retain, develop and motivate a high performance

workforce through our compensation program. We follow a

compensation mix of fixed pay, benefits, individual performance

pay determined by business performance and the performance

of individuals measured through the annual appraisal process.

The Employee Stock Option Scheme of the Company is

administered by the Remuneration & Compensation Committee

and the entitlement of eligible employees will be determined by

the Committee based on a weighted combination of the

following criteria:

i) Salary grade or level

ii) Criticality of the role

iii) Potential of the individual

iv) Performance of the individual

v) Tenure served by the individual till the date of grant

4. Remuneration & Compensation Committee

Name of the Director Category No of Committee Meetings

Held Attended

Mr. R. Sundara Rajan

Mr. D.A. Prasanna

Mr. D.V. Ravi

Chairman 04 04

Member 04 03

Member 04 04

Corporate Governance Report

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30 Annual Report 2008-09 31TAKE Solutions Limited

10. Stock Market Data

11. Comparison of broad based indices with share price of

TAKE

a) Monthly high and low quotations of shares traded at NSE and

BSE for 2008-2009 are:

Note: The face value of the equity shares was sub-divided from

Rs.10 to Rs.1 per share w.e.f. Sep 25, 2008. Accordingly the

share price of the Company has been adjusted.

Source: www.bseindia.com & www.nseindia.com

Comparison – BSE Index vs Share price of TAKE

Source: www.bseindia.com

Comparison – NSE Index vs Share price of TAKE

Source: www.nseindia.com

M/s. Link Intime India Pvt Limited

[Formerly known as Intime Spectrum Registry Limited]

C-13, Pannalal Silk Mills Compound, LBS Marg,

Bhandup West, Mumbai – 400 078

Tel.: 022-25963838

12. Registrar & Share Transfer Agents

13. Distribution of Shareholding as at March 31, 2009

Month BSE NSE

High Low High Low

Apr’ 08 85.00 74.00 85.00 73.10

May’ 08 80.00 65.50 79.00 65.00

Jun’08 73.00 54.80 73.90 59.10

Jul’08 67.00 50.00 61.40 50.00

Aug’08 64.20 49.50 63.90 48.50

Sep’ 08 72.50 40.10 66.80 39.05

Oct’ 08 49.50 17.90 49.50 17.75

Nov’ 08 32.30 16.50 32.50 16.80

Dec’ 08 26.45 16.55 25.75 16.45

Jan’ 09 25.35 18.00 25.15 17.80

Feb’09 21.30 16.40 22.30 16.25

Mar’09 21.90 14.00 20.95 14.40

No. of equity No. of % of

Total 12945 100.00 122400000 100.00

No. of % ofshares share share shares shareheld holders holders held holding

1-5000 12751 98.50 2962789 2.42

5001-10000 73 0.56 551971 0.45

10001-20000 32 0.25 488695 0.40

20001-30000 18 0.14 435557 0.36

30001-40000 5 0.04 193040 0.16

40001-50000 2 0.02 95000 0.08

50001-100000 21 0.16 1511942 1.23

100001& above 43 0.33 116161006 94.90

Corporate Governance Report

During the year, the Company sought the approval of the

Shareholders by way of Postal Ballot for passing the following

Resolutions:

1. Amendment and alteration of the Objects Clause of the

Memorandum of Association of the Company (Under

Section 16 and 17 of the Companies Act, 1956)

2. Alteration of the Articles of Association of the Company

(under Section 31of the Companies Act, 1956)

3. Issue of securities under TAKE Solutions Employee Stock

Option Scheme (ESOS)-2007 to employees of the

Company (Under Section 81(1A)of the Companies Act,

1956)

4. Issue of securities under TAKE Solutions Employee Stock

Option Scheme (ESOS)-2007 to employees of Holding

Company and Subsidiary Companies (Under Section

81(1A)of the Companies Act, 1956)

The above said resolutions were approved by the shareholders

and the result of the Postal Ballot was declared on March 30,

2009, which is available in the website of the Company.

There is no material transaction with any related party, which

requires a separate disclosure. Schedule 12 of the Annual

Accounts as at March 31, 2009 contains the list of related party

relationships and transactions as required by Accounting

Standard 18 on Related Party Disclosures issued by the Institute

of Chartered Accountants of India.

7. Disclosures

a) Disclosure on materially significant related party

transactions:

b) Disclosure of non-compliance:

c) Whistle Blower Policy:

8. Means of communication

9. General shareholder information

Details of non-compliance by the Company, penalties and

strictures imposed on the Company by Stock Exchange or SEBI or

any other statutory authority, on any matter related to capital

markets, during the last three years:

Nil.

The Company has framed a whistle blower policy wherein the

employees are free to report any improper activity resulting in

violations of laws, rules, regulations or code of conduct by any of

the Employees to the Managing Director or to the Chairman of

the Audit Committee as the case may be. The policy provides a

framework for adequate safeguard against victimization of

employees.

We confirm that no employee of the Company has been denied

access to the Audit Committee in respect of any incident.

Financial results are published by the Company in

Financial Express and Makkal Kural

Results are displayed in the Company’s Website

www.takesolutions.com

Official news releases are also updated in the website

All material information about the Company is

promptly sent through facsimile to the Stock Exchanges

where the Company’s shares are listed

1. Date, time and venue of AGM Aug 28, 2009 at 10.00 am at Narada Gana Sabha Mini Hall, 314,

T.T.K. Road, Chennai – 600 018

2. Financial Year April 01 to March 31, 2009

3. Date of Book Closure Aug 21, 2009 to Aug 28, 2009 (both days inclusive)

4. Dividend Payment Date for FY 2008-09 Within the statutory time limit of 30 days, subject to Shareholders' approval.

5. Listing on Stock Exchanges Bombay Stock Exchange Limited

New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street,

Fort, Mumbai - 400 001, Maharashtra, India

Tel: 91-22-22721233, 22721234, Fax: 91-22-22723677, 22722082 / 3132

National Stock Exchange of India Limited

Regd.Office: “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East),

Mumbai - 400 051, Maharashtra, India

Tel: 91-22-26598100, 56418100, Fax: 91-22-26598237 / 38, 26598120

Listing fees for the year 2009-10 have been paid to both the Stock Exchanges

6. Stock Code BSE Code : 532890 NSE Code : TAKE ISIN : INE142I01023

Corporate Governance Report

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30 Annual Report 2008-09 31TAKE Solutions Limited

10. Stock Market Data

11. Comparison of broad based indices with share price of

TAKE

a) Monthly high and low quotations of shares traded at NSE and

BSE for 2008-2009 are:

Note: The face value of the equity shares was sub-divided from

Rs.10 to Rs.1 per share w.e.f. Sep 25, 2008. Accordingly the

share price of the Company has been adjusted.

Source: www.bseindia.com & www.nseindia.com

Comparison – BSE Index vs Share price of TAKE

Source: www.bseindia.com

Comparison – NSE Index vs Share price of TAKE

Source: www.nseindia.com

M/s. Link Intime India Pvt Limited

[Formerly known as Intime Spectrum Registry Limited]

C-13, Pannalal Silk Mills Compound, LBS Marg,

Bhandup West, Mumbai – 400 078

Tel.: 022-25963838

12. Registrar & Share Transfer Agents

13. Distribution of Shareholding as at March 31, 2009

Month BSE NSE

High Low High Low

Apr’ 08 85.00 74.00 85.00 73.10

May’ 08 80.00 65.50 79.00 65.00

Jun’08 73.00 54.80 73.90 59.10

Jul’08 67.00 50.00 61.40 50.00

Aug’08 64.20 49.50 63.90 48.50

Sep’ 08 72.50 40.10 66.80 39.05

Oct’ 08 49.50 17.90 49.50 17.75

Nov’ 08 32.30 16.50 32.50 16.80

Dec’ 08 26.45 16.55 25.75 16.45

Jan’ 09 25.35 18.00 25.15 17.80

Feb’09 21.30 16.40 22.30 16.25

Mar’09 21.90 14.00 20.95 14.40

No. of equity No. of % of

Total 12945 100.00 122400000 100.00

No. of % ofshares share share shares shareheld holders holders held holding

1-5000 12751 98.50 2962789 2.42

5001-10000 73 0.56 551971 0.45

10001-20000 32 0.25 488695 0.40

20001-30000 18 0.14 435557 0.36

30001-40000 5 0.04 193040 0.16

40001-50000 2 0.02 95000 0.08

50001-100000 21 0.16 1511942 1.23

100001& above 43 0.33 116161006 94.90

Corporate Governance Report

During the year, the Company sought the approval of the

Shareholders by way of Postal Ballot for passing the following

Resolutions:

1. Amendment and alteration of the Objects Clause of the

Memorandum of Association of the Company (Under

Section 16 and 17 of the Companies Act, 1956)

2. Alteration of the Articles of Association of the Company

(under Section 31of the Companies Act, 1956)

3. Issue of securities under TAKE Solutions Employee Stock

Option Scheme (ESOS)-2007 to employees of the

Company (Under Section 81(1A)of the Companies Act,

1956)

4. Issue of securities under TAKE Solutions Employee Stock

Option Scheme (ESOS)-2007 to employees of Holding

Company and Subsidiary Companies (Under Section

81(1A)of the Companies Act, 1956)

The above said resolutions were approved by the shareholders

and the result of the Postal Ballot was declared on March 30,

2009, which is available in the website of the Company.

There is no material transaction with any related party, which

requires a separate disclosure. Schedule 12 of the Annual

Accounts as at March 31, 2009 contains the list of related party

relationships and transactions as required by Accounting

Standard 18 on Related Party Disclosures issued by the Institute

of Chartered Accountants of India.

7. Disclosures

a) Disclosure on materially significant related party

transactions:

b) Disclosure of non-compliance:

c) Whistle Blower Policy:

8. Means of communication

9. General shareholder information

Details of non-compliance by the Company, penalties and

strictures imposed on the Company by Stock Exchange or SEBI or

any other statutory authority, on any matter related to capital

markets, during the last three years:

Nil.

The Company has framed a whistle blower policy wherein the

employees are free to report any improper activity resulting in

violations of laws, rules, regulations or code of conduct by any of

the Employees to the Managing Director or to the Chairman of

the Audit Committee as the case may be. The policy provides a

framework for adequate safeguard against victimization of

employees.

We confirm that no employee of the Company has been denied

access to the Audit Committee in respect of any incident.

Financial results are published by the Company in

Financial Express and Makkal Kural

Results are displayed in the Company’s Website

www.takesolutions.com

Official news releases are also updated in the website

All material information about the Company is

promptly sent through facsimile to the Stock Exchanges

where the Company’s shares are listed

1. Date, time and venue of AGM Aug 28, 2009 at 10.00 am at Narada Gana Sabha Mini Hall, 314,

T.T.K. Road, Chennai – 600 018

2. Financial Year April 01 to March 31, 2009

3. Date of Book Closure Aug 21, 2009 to Aug 28, 2009 (both days inclusive)

4. Dividend Payment Date for FY 2008-09 Within the statutory time limit of 30 days, subject to Shareholders' approval.

5. Listing on Stock Exchanges Bombay Stock Exchange Limited

New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street,

Fort, Mumbai - 400 001, Maharashtra, India

Tel: 91-22-22721233, 22721234, Fax: 91-22-22723677, 22722082 / 3132

National Stock Exchange of India Limited

Regd.Office: “Exchange Plaza”, Bandra-Kurla Complex, Bandra (East),

Mumbai - 400 051, Maharashtra, India

Tel: 91-22-26598100, 56418100, Fax: 91-22-26598237 / 38, 26598120

Listing fees for the year 2009-10 have been paid to both the Stock Exchanges

6. Stock Code BSE Code : 532890 NSE Code : TAKE ISIN : INE142I01023

Corporate Governance Report

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33TAKE Solutions Limited

Corporate Governance Report

32 Annual Report 2008-09

Certificate on Corporate Governance

Code of Conduct Certification

Place: Chennai S. Sridharan

Date : May 22, 2009 Managing Director

Auditor’s Certificate on Corporate Governance

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Place: Chennai Partner

Date: May 22, 2009 Membership No.25504

The Board of TAKE Solutions Limited has laid down a Code of Conduct for all Board Members and Senior Management. The Code of

Conduct has been posted in the Company’s website (www.takesolutions.com). All the Board Members and the Senior Management

have affirmed compliance with the Code.

To the Members of TAKE Solutions Limited

We have examined the compliance of corporate governance by TAKE Solutions Limited (the “Company”), for the year ended on March

31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate

governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance to the further viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

14. Shareholding Pattern as at March 31, 2009

15. Electronic Clearing Service / Mandates

16. Dematerialization of shares

To prevent fraudulent encashment of dividend warrants,

members are requested to provide their bank account details (if

not provided earlier) to the Company/Share Transfer Agent (if

shares are held in physical form) or to the depository Participants

(DPs)( if shares are held in electronic form)as the case may be for

printing of same on their dividend warrants.

Equity Shares of the Company are traded on the Stock Exchanges

only in electronic form. As on March 31, 2009, 20.99% of the

shares are held in dematerialized form. In order to enable us to

serve better, we request the shareholders whose shares are in

physical mode to dematerialize their shares. Dematerializing

results in marketability.

17. Dividend Policy

18. Unclaimed Dividends

19. Address for Correspondence:

20. CEO / CFO Certification

21. Auditors’Certificate

The declaration and payment of dividends will be recommended

by the Board of Directors after considering a number of factors,

including but not limited to the profit earned by TAKE, capital

requirements and overall financial condition. The dividend

proposed by the Board of Directors will be paid subject to the

approval of shareholders.

Under the provisions of the Companies Act, 1956 dividends that

remain unclaimed for a period of seven years from the date of

declaration are required to be transferred to the Investor

Education and Protection Fund (IEPF) administered by the

Central Government. During the financial year 2007-08, the

Company declared its maiden dividend. The unclaimed

dividend as on March 31, 2009 is Rs.4,08,420/-

Mr. P. Srinivasan, Company Secretary & Compliance Officer/

Ms. Lakshmi C M, Asst. Company Secretary

TAKE Solutions Limited

80/81 MBC Towers, 6th Floor

TTK Road, Alwarpet

Chennai – 600 018

Phone No 044- 66963229; 66964245

Fax No. 044- 42169348

Email ID – [email protected] ;

[email protected];

[email protected]

As required under Clause 49 of the Listing Agreement a

Certificate duly signed by Mr. S Sridharan, Managing Director

(CEO) and Mr. D. V. Ravi, Non-Executive Director was placed at

the meeting of the Board of Directors held on May 22, 2009.

The Certificate on compliance of conditions of Corporate

Governance from the Auditors is enclosed along with this

Report.

Category No. of shares Percentage ofshareholding

Sub-total (1 + 2) 71392096 58.33

Sub-total (3) 19365945 15.82

Sub-total (4) 31641959 25.85

TOTAL 122400000 100.00

held

A. Promoter Holding

1. Indian - Bodies Corporate 535846 0.44

2. Foreign - Bodies Corporate 70856250 57.89

B. Non-Promoter Holding

3. Institutional Investors

a. Mutual Funds 5871758 4.80

b. Financial Institutions / Banks -

c. Insurance Companies -

d. Foreign Institutional Investors 11094097 9.06

e. Trust 2400090 1.96

4. Others

a. Bodies Corporate 13426865 10.97

b. Individuals 11878326 9.70

c. Foreign Company 5300000 4.33

d. Non Resident Indians 452055 0.37

e. Others 584713 0.48

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33TAKE Solutions Limited

Corporate Governance Report

32 Annual Report 2008-09

Certificate on Corporate Governance

Code of Conduct Certification

Place: Chennai S. Sridharan

Date : May 22, 2009 Managing Director

Auditor’s Certificate on Corporate Governance

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Place: Chennai Partner

Date: May 22, 2009 Membership No.25504

The Board of TAKE Solutions Limited has laid down a Code of Conduct for all Board Members and Senior Management. The Code of

Conduct has been posted in the Company’s website (www.takesolutions.com). All the Board Members and the Senior Management

have affirmed compliance with the Code.

To the Members of TAKE Solutions Limited

We have examined the compliance of corporate governance by TAKE Solutions Limited (the “Company”), for the year ended on March

31, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate

governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance to the further viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

14. Shareholding Pattern as at March 31, 2009

15. Electronic Clearing Service / Mandates

16. Dematerialization of shares

To prevent fraudulent encashment of dividend warrants,

members are requested to provide their bank account details (if

not provided earlier) to the Company/Share Transfer Agent (if

shares are held in physical form) or to the depository Participants

(DPs)( if shares are held in electronic form)as the case may be for

printing of same on their dividend warrants.

Equity Shares of the Company are traded on the Stock Exchanges

only in electronic form. As on March 31, 2009, 20.99% of the

shares are held in dematerialized form. In order to enable us to

serve better, we request the shareholders whose shares are in

physical mode to dematerialize their shares. Dematerializing

results in marketability.

17. Dividend Policy

18. Unclaimed Dividends

19. Address for Correspondence:

20. CEO / CFO Certification

21. Auditors’Certificate

The declaration and payment of dividends will be recommended

by the Board of Directors after considering a number of factors,

including but not limited to the profit earned by TAKE, capital

requirements and overall financial condition. The dividend

proposed by the Board of Directors will be paid subject to the

approval of shareholders.

Under the provisions of the Companies Act, 1956 dividends that

remain unclaimed for a period of seven years from the date of

declaration are required to be transferred to the Investor

Education and Protection Fund (IEPF) administered by the

Central Government. During the financial year 2007-08, the

Company declared its maiden dividend. The unclaimed

dividend as on March 31, 2009 is Rs.4,08,420/-

Mr. P. Srinivasan, Company Secretary & Compliance Officer/

Ms. Lakshmi C M, Asst. Company Secretary

TAKE Solutions Limited

80/81 MBC Towers, 6th Floor

TTK Road, Alwarpet

Chennai – 600 018

Phone No 044- 66963229; 66964245

Fax No. 044- 42169348

Email ID – [email protected] ;

[email protected];

[email protected]

As required under Clause 49 of the Listing Agreement a

Certificate duly signed by Mr. S Sridharan, Managing Director

(CEO) and Mr. D. V. Ravi, Non-Executive Director was placed at

the meeting of the Board of Directors held on May 22, 2009.

The Certificate on compliance of conditions of Corporate

Governance from the Auditors is enclosed along with this

Report.

Category No. of shares Percentage ofshareholding

Sub-total (1 + 2) 71392096 58.33

Sub-total (3) 19365945 15.82

Sub-total (4) 31641959 25.85

TOTAL 122400000 100.00

held

A. Promoter Holding

1. Indian - Bodies Corporate 535846 0.44

2. Foreign - Bodies Corporate 70856250 57.89

B. Non-Promoter Holding

3. Institutional Investors

a. Mutual Funds 5871758 4.80

b. Financial Institutions / Banks -

c. Insurance Companies -

d. Foreign Institutional Investors 11094097 9.06

e. Trust 2400090 1.96

4. Others

a. Bodies Corporate 13426865 10.97

b. Individuals 11878326 9.70

c. Foreign Company 5300000 4.33

d. Non Resident Indians 452055 0.37

e. Others 584713 0.48

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1934 Annual Report 2008-09 TAKE Solutions Limited

Auditors’ Report

Auditors’ Report on Consolidated Financial Statements to the

Board of Directors of TAKE Solutions Limited

1. We have audited the attached consolidated Balance Sheet of

(‘the company’), and its subsidiaries

(collectively referred as the ) as at

the consolidated Profit and Loss Account and the consolidated

Cash Flow Statement for the year ended on that date, annexed

thereto. These consolidated financial statements are the

responsibility of the company’s management and have been

prepared by the management on the basis of separate financial

statements and other financial information regarding

components. Our responsibility is to express an opinion on

these consolidated financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing

Standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of

material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the

financial statements. An audit includes assessing the accounting

principles used and significant estimates made by management,

as well as evaluating the overall financial statement

presentation. We believe that our audit provides a reasonable

basis for our opinion.

3. We did not audit the financial statements of all the

subsidiaries, whose financial statements reflect total assets of

Rs. 53003 Lacs as at March 31, 2009, total revenue of Rs. 29737

Lacs and net income after tax of Rs. 4065 Lacs for the year ended

on that date. These financial statements and other information

have been audited by other auditors, whose reports have been

furnished to us and our opinion is based solely on the reports of

other auditors.

4. We report that the Consolidated Financial Statements have

been prepared by the company’s management in accordance

with the requirements of Accounting Standard (AS) 21,

Consolidated Financial Statements, issued by the Institute of

Chartered Accountants of India.

5. Subject to the matter referred to in paragraph 3 above, based

on our audit and on consideration of the reports of the other

auditors on separate financial statements and on other financial

information of the components and to the best of our

information and according to the explanations given to us, we

are of the opinion that the attached Consolidated Financial

Statements give a true and fair view in conformity with the

accounting principles generally accepted in India:

TAKE Solutions Limited

‘TAKE Group’ March 31, 2009,

(i) in the case of the Consolidated Balance Sheet, of the

State of affairs of the TAKE Group as at 31st March, 2009;

(ii) in the case of the Consolidated Profit and Loss Account,

of the Profit of the TAKE Group for the year ended on that

date; and

(iii) in the case of the Consolidated Cash Flow Statement, of

the cash flows of the TAKE Group for the year ended on

that date.

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Partner

Membership No. 25504

Place: Chennai

Date: May 22, 2009

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35Annual Report 2008-09 TAKE Solutions Limited

Amount in Rs. '000

Share Capital 1 169,109 169,109

Reserves and Surplus 2 3,563,663 2,769,770

Minority Interest 125,565 45,650

Secured Loans 3 151,206 38,038

Unsecured Loans 87,060 261,672

Deferred Tax Liability 38,801 42,568

4

Gross Block 386,635 250,356

Less: Depreciation 256,906 167,514

Net Block 129,729 82,842

Goodwill (On Consolidation) 1,867,246 1,129,826

Investments 5 564,988 94,125

Capitalised Software Product Costs 6 679,085 320,216

Deferred Tax Asset 550 550

Current Assets, Loans and Advances 7 1,909,209 2,351,107

Current Liabilities and Provisions 8 1,015,403 651,859

Net Current Assets 893,806 1,699,248

PARTICULARS SCHEDULE 31.03.2009 31.03.2008

Shareholders Funds

Loan Funds

Total 4,135,404 3,326,807

Fixed Assets

Total 4,135,404 3,326,807

Significant Accounting Policies & Notes to Accounts 12

The Schedules referred to above form an integral part of financial statements

Sources of Funds

Application of Funds

“As per our report of even date"

Consolidated Balance Sheet

Consolidated Balance Sheet as at

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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3736 Annual Report 2008-09 TAKE Solutions Limited

Consolidated Cash Flow Statement

Amount in Rs. '000

594,995 625,239

Depreciation 33,983 22,223

Interest Expenses 17,798 69,285

Interest Income (17,552) -

Dividend Income (2,772) -

(Profit)/Loss on Sale of Fixed Assets 276 (107)

Provision for Gratuity, Compensated absences & Other benefits 7,468 3,763

Foreign Exchange Adjustments- Loss/ (Gain) - Net (27,329) 4,621

Preliminary expenses written off 5 -

Product Development Expenses written off 135,497 76,607

Bad Debts Written off & Provision for Bad Debts 46,079 21,992

Advances & Miscellaneous Write Offs 144 239

(Increase)/Decrease in Current Assets other than cash & cash equivalents (86,705) (508,930)

Increase/ (Decrease) in Current Liabilities 111,128 256,226

Cash flow from/ (used in) Operations 813,017 571,159

Interest-Working Capital Loans (17,798) (5,787)

Direct Taxes paid (128,602) (59,238)

Purchase of Fixed Assets - Net (75,352) (54,310)

Product Development Expenses (494,366) (195,312)

Interest Income 17,552 -

Dividend Income 2,772 -

Investment Others (470,863) (86,400)

Goodwill on Investment in Equity Shares in Subsidiary Companies (82,775) (906,517)

Proceeds from Issue of Share Capital - 1,864,250

Proceeds from Long term Borrowings 140,125 16,864

Share Issue Expenses - (127,294)

Repayment of Long term Borrowings (201,568) (1,102,110)

Dividends Paid (26,455) -

Interest- Long Term Loans - (63,498)

Net Increase/(Decrease) in Cash & Cash equivalents (524,314) (148,193)

Add: Cash and Cash equivalent as at the beginning of the period 1,060,878 1,209,071

Cash & Cash equivalent as at the end of the period 536,564 1,060,878

PARTICULARS 31.03.2009 31.03.2008

NET PROFIT/ (LOSS) BEFORE TAX

Adjustments for

Operating Profit before working Capital Changes 788,594 823,862

NET CASH FLOW FROM OPERATING ACTIVITIES 666,616 506,134

NET CASH USED IN INVESTING ACTIVITIES (1,103,032) (1,242,539)

NET CASH FLOW FROM FINANCING ACTIVITIES (87,898) 588,212

The above Cash Flow Statement forms an integral part of financial statements

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

“As per our report of even date"

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Consolidated Cash Flow Statement for the Year Ended

Consolidated Profit and Loss Account

Amount in Rs. '000 (except per share data)

Revenues 3,354,347 2,939,071

Other Income 9 78,655 28,193

Cost of Sales 10 2,145,045 1,892,987

Other Expenses 11 505,684 280,923

Profit Before Interest,Amortisation, Depreciation & Tax

Interest 17,798 69,285

Profit Before Amortisation, Depreciation & Tax

Product Development Expenses Written off 135,497 76,607

Profit Before Depreciation & Tax

Depreciation 33,983 22,223

Profit Before Tax

Provision for Taxation

- Current Tax 56,479 79,481

- Deferred Tax (3,791) 4,550

- Fringe Benefit Tax 2,321 1,850

Profit for the year before Minority interest

Minority interest 11,495 10,833

Net profit for the year

Balance brought forward from Previous year-Profit/(Loss)

Proposed Equity Dividend 24,000 24,000

Proposed Preference Dividend 252 2,455

Dividend Distribution Tax 4,203 4,537

Appropriation to General Reserve 9,555 15,486

Short provision for Tax 213 -

Adjustment for change in method for Depreciation (3,818) (499)

Income Tax Provision Reversal, of Earlier year (606)

Basic (in Rs.) 4.44 4.74

Diluted (in Rs.) 4.44 4.74

12

PARTICULARS SCHEDULE 31.03.2009 31.03.2008

Income

3,433,002 2,967,264

Expenses

2,650,729 2,173,910

782,273 793,354

764,475 724,069

628,978 647,462

594,995 625,239

539,986 539,358

528,491 528,525

896,515 413,969

Amount available for Appropriations 1,425,006 942,494

Balance Carried to Balance Sheet 1,391,207 896,515

Earnings per Share

Equity Shares of par value Re.1/- each

Significant Accounting Policies & Notes to Accounts

The Schedules referred to above form an integral part of financial statements

“As per our report of even date"

Consolidated Profit and Loss Account for the year ended

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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3736 Annual Report 2008-09 TAKE Solutions Limited

Consolidated Cash Flow Statement

Amount in Rs. '000

594,995 625,239

Depreciation 33,983 22,223

Interest Expenses 17,798 69,285

Interest Income (17,552) -

Dividend Income (2,772) -

(Profit)/Loss on Sale of Fixed Assets 276 (107)

Provision for Gratuity, Compensated absences & Other benefits 7,468 3,763

Foreign Exchange Adjustments- Loss/ (Gain) - Net (27,329) 4,621

Preliminary expenses written off 5 -

Product Development Expenses written off 135,497 76,607

Bad Debts Written off & Provision for Bad Debts 46,079 21,992

Advances & Miscellaneous Write Offs 144 239

(Increase)/Decrease in Current Assets other than cash & cash equivalents (86,705) (508,930)

Increase/ (Decrease) in Current Liabilities 111,128 256,226

Cash flow from/ (used in) Operations 813,017 571,159

Interest-Working Capital Loans (17,798) (5,787)

Direct Taxes paid (128,602) (59,238)

Purchase of Fixed Assets - Net (75,352) (54,310)

Product Development Expenses (494,366) (195,312)

Interest Income 17,552 -

Dividend Income 2,772 -

Investment Others (470,863) (86,400)

Goodwill on Investment in Equity Shares in Subsidiary Companies (82,775) (906,517)

Proceeds from Issue of Share Capital - 1,864,250

Proceeds from Long term Borrowings 140,125 16,864

Share Issue Expenses - (127,294)

Repayment of Long term Borrowings (201,568) (1,102,110)

Dividends Paid (26,455) -

Interest- Long Term Loans - (63,498)

Net Increase/(Decrease) in Cash & Cash equivalents (524,314) (148,193)

Add: Cash and Cash equivalent as at the beginning of the period 1,060,878 1,209,071

Cash & Cash equivalent as at the end of the period 536,564 1,060,878

PARTICULARS 31.03.2009 31.03.2008

NET PROFIT/ (LOSS) BEFORE TAX

Adjustments for

Operating Profit before working Capital Changes 788,594 823,862

NET CASH FLOW FROM OPERATING ACTIVITIES 666,616 506,134

NET CASH USED IN INVESTING ACTIVITIES (1,103,032) (1,242,539)

NET CASH FLOW FROM FINANCING ACTIVITIES (87,898) 588,212

The above Cash Flow Statement forms an integral part of financial statements

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

“As per our report of even date"

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Consolidated Cash Flow Statement for the Year Ended

Consolidated Profit and Loss Account

Amount in Rs. '000 (except per share data)

Revenues 3,354,347 2,939,071

Other Income 9 78,655 28,193

Cost of Sales 10 2,145,045 1,892,987

Other Expenses 11 505,684 280,923

Profit Before Interest,Amortisation, Depreciation & Tax

Interest 17,798 69,285

Profit Before Amortisation, Depreciation & Tax

Product Development Expenses Written off 135,497 76,607

Profit Before Depreciation & Tax

Depreciation 33,983 22,223

Profit Before Tax

Provision for Taxation

- Current Tax 56,479 79,481

- Deferred Tax (3,791) 4,550

- Fringe Benefit Tax 2,321 1,850

Profit for the year before Minority interest

Minority interest 11,495 10,833

Net profit for the year

Balance brought forward from Previous year-Profit/(Loss)

Proposed Equity Dividend 24,000 24,000

Proposed Preference Dividend 252 2,455

Dividend Distribution Tax 4,203 4,537

Appropriation to General Reserve 9,555 15,486

Short provision for Tax 213 -

Adjustment for change in method for Depreciation (3,818) (499)

Income Tax Provision Reversal, of Earlier year (606)

Basic (in Rs.) 4.44 4.74

Diluted (in Rs.) 4.44 4.74

12

PARTICULARS SCHEDULE 31.03.2009 31.03.2008

Income

3,433,002 2,967,264

Expenses

2,650,729 2,173,910

782,273 793,354

764,475 724,069

628,978 647,462

594,995 625,239

539,986 539,358

528,491 528,525

896,515 413,969

Amount available for Appropriations 1,425,006 942,494

Balance Carried to Balance Sheet 1,391,207 896,515

Earnings per Share

Equity Shares of par value Re.1/- each

Significant Accounting Policies & Notes to Accounts

The Schedules referred to above form an integral part of financial statements

“As per our report of even date"

Consolidated Profit and Loss Account for the year ended

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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Schedules to and forming part of Consolidated Balance Sheet as atSchedules to and forming part of Consolidated Balance Sheet as at

39TAKE Solutions Limited38 Annual Report 2008-09

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Securities Premium Account

1,955,132 1,955,132

Foreign Currency Translation Reserve 310,151 (140,770)

Hedging Reserve ( Refer AS 30 , Para 1.16 in Schedule 12, Notes to Accounts)

(163,313) -

General Reserve

25,041 15,486

Stock Option Outstanding Account

1,522

Profit & Loss Account

1,391,207 896,515

3,563,663 2,769,770

Schedule 3

151,206 38,038

Balance at the, beginning of the year 2,044,292 252,126

Received during the year 86,400 1,927,110

Less : Share Issue Expenses written off - 134,944

2,130,692 2,044,292

Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes

to Accounts 175,560 89,160

At the Commencement of the year - -

Additions during the year (163,313) -

Opening Balance 15,486 -

Add: Amount Appropriated During the Year 9,555 15,486

4,442 -

Less: Deferred employee compensation expense (2,919) -

-

Balance as per Account annexed 1,391,207 896,515

Working Capital Loans - Banks 149,962 18,833

(Secured against Stock & Book debts)

Car Loan 1,244 1,525

(Secured Against car)

Line of Credit - 17,680

(Secured against Current Assets)

Secured Loans

Schedule 2 (Contd.)

Amount in Rs. '000

350,000,000 equity shares of Re. 1/- each & 15,000,000 preference shares of Rs 10/- each 500,000 200,000

(15,000,000 equity shares of Rs 10/- each & 5,000,000 preference shares of Rs 10/- each)

( The Authorised Share capital was increased to Rs. 50 crores by creation of 200,000,000

equity shares of face value Re. 1/- each & 10,000,000 preference shares of Rs.10/- each)

122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of Rs.10/-

each fully paid up) 122,400 121,200

(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares

of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)

(Of the above 17,772,920 equity shares of Re.1/- each (Previous Year 1,777,292 equity shares

of Rs.10/- each) allotted as fully paid-up by way of bonus shares during the Financial

Year 2005-06)

(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity

shares of Rs.10/- each) were issued as fully paid up shares consequent to the merger of

erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium

Infocomm Limited during the financial year 2003-04)

Note : Pursuant to the approval of shareholders in their annual general meeting held on

22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently

the number of shares issued, subscribed and paid up Share Capital of the Company has

been changed to 122,400,000 equity shares of Re.1/- each.

Less: Shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes to Accounts 2,400 1,200

Adjusted Issued and Subscribed Capital 120,000 120,000

4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up.

(4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109

(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding Company

TAKE Solutions Pte. Ltd. Singapore.)

Capital Reserve 36,246 36,317

Capital Reserve on consolidation 7,677 7,090

PARTICULARS 31.03.2009 31.03.2008

Schedule 1

Authorised Share Capital

500,000 200,000

Issued, Subscribed and Paid up Share Capital

169,109 169,109

Schedule 2

43,923 43,407

Share Capital

Equity Share Capital

Preference Share Capital

Reserves and Surplus

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Schedules to and forming part of Consolidated Balance Sheet as atSchedules to and forming part of Consolidated Balance Sheet as at

39TAKE Solutions Limited38 Annual Report 2008-09

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Securities Premium Account

1,955,132 1,955,132

Foreign Currency Translation Reserve 310,151 (140,770)

Hedging Reserve ( Refer AS 30 , Para 1.16 in Schedule 12, Notes to Accounts)

(163,313) -

General Reserve

25,041 15,486

Stock Option Outstanding Account

1,522

Profit & Loss Account

1,391,207 896,515

3,563,663 2,769,770

Schedule 3

151,206 38,038

Balance at the, beginning of the year 2,044,292 252,126

Received during the year 86,400 1,927,110

Less : Share Issue Expenses written off - 134,944

2,130,692 2,044,292

Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes

to Accounts 175,560 89,160

At the Commencement of the year - -

Additions during the year (163,313) -

Opening Balance 15,486 -

Add: Amount Appropriated During the Year 9,555 15,486

4,442 -

Less: Deferred employee compensation expense (2,919) -

-

Balance as per Account annexed 1,391,207 896,515

Working Capital Loans - Banks 149,962 18,833

(Secured against Stock & Book debts)

Car Loan 1,244 1,525

(Secured Against car)

Line of Credit - 17,680

(Secured against Current Assets)

Secured Loans

Schedule 2 (Contd.)

Amount in Rs. '000

350,000,000 equity shares of Re. 1/- each & 15,000,000 preference shares of Rs 10/- each 500,000 200,000

(15,000,000 equity shares of Rs 10/- each & 5,000,000 preference shares of Rs 10/- each)

( The Authorised Share capital was increased to Rs. 50 crores by creation of 200,000,000

equity shares of face value Re. 1/- each & 10,000,000 preference shares of Rs.10/- each)

122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of Rs.10/-

each fully paid up) 122,400 121,200

(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares

of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)

(Of the above 17,772,920 equity shares of Re.1/- each (Previous Year 1,777,292 equity shares

of Rs.10/- each) allotted as fully paid-up by way of bonus shares during the Financial

Year 2005-06)

(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity

shares of Rs.10/- each) were issued as fully paid up shares consequent to the merger of

erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium

Infocomm Limited during the financial year 2003-04)

Note : Pursuant to the approval of shareholders in their annual general meeting held on

22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently

the number of shares issued, subscribed and paid up Share Capital of the Company has

been changed to 122,400,000 equity shares of Re.1/- each.

Less: Shares issued and lying with ESOS Trust - Refer Note No. 1.13 to Notes to Accounts 2,400 1,200

Adjusted Issued and Subscribed Capital 120,000 120,000

4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up.

(4,910,850 5 % Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109

(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding Company

TAKE Solutions Pte. Ltd. Singapore.)

Capital Reserve 36,246 36,317

Capital Reserve on consolidation 7,677 7,090

PARTICULARS 31.03.2009 31.03.2008

Schedule 1

Authorised Share Capital

500,000 200,000

Issued, Subscribed and Paid up Share Capital

169,109 169,109

Schedule 2

43,923 43,407

Share Capital

Equity Share Capital

Preference Share Capital

Reserves and Surplus

Page 42: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

4140 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Consolidated Balance Sheet as at

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 5

564,988 94,125

25 25

Schedule 6

679,085 320,216

Schedule 7

Current Assets

Sundry Debtors-(Unsecured -Considered good )

Cash and Bank Balances

Loans and Advances (Unsecured -Considered good)

Other Receivables

1,909,209 2,351,107

Non-trade (unquoted) Shares in RPC Power India Pvt Ltd 25 25

2,500 (2,500) Equity Shares of Rs.10 each

In Mutual Funds 64,963 1,600

In Company Fixed Deposits - 92,500

In 10.5% Secured, Redeemable Non Convertible Debentures 500,000 -

Aggregate Amount of Unquoted Investments

Opening Balance 320,216 201,511

Add: Cost Capitalised During the Year 494,366 195,312

814,582 396,823

Less: Amortised During the Year 135,497 76,607

Inventories 23,951 13,883

Debtors due for more than Six months 80,148 70,262

Other Debts 527,944 838,199

Cash on Hand 190 385

in Current Accounts 457,840 1,047,675

in Fixed Deposits 78,534 12,818

a) Advances recoverable in cash or in kind or for value to 546,868 295,091

be received

b) Deposits 15,364 31,181

178,370 41,613

Investments-Long Term (At Cost)

Capitalised Software Product Costs

Current Assets, Loans and Advances

Balances with Banks

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Page 43: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

4140 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Consolidated Balance Sheet as at

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 5

564,988 94,125

25 25

Schedule 6

679,085 320,216

Schedule 7

Current Assets

Sundry Debtors-(Unsecured -Considered good )

Cash and Bank Balances

Loans and Advances (Unsecured -Considered good)

Other Receivables

1,909,209 2,351,107

Non-trade (unquoted) Shares in RPC Power India Pvt Ltd 25 25

2,500 (2,500) Equity Shares of Rs.10 each

In Mutual Funds 64,963 1,600

In Company Fixed Deposits - 92,500

In 10.5% Secured, Redeemable Non Convertible Debentures 500,000 -

Aggregate Amount of Unquoted Investments

Opening Balance 320,216 201,511

Add: Cost Capitalised During the Year 494,366 195,312

814,582 396,823

Less: Amortised During the Year 135,497 76,607

Inventories 23,951 13,883

Debtors due for more than Six months 80,148 70,262

Other Debts 527,944 838,199

Cash on Hand 190 385

in Current Accounts 457,840 1,047,675

in Fixed Deposits 78,534 12,818

a) Advances recoverable in cash or in kind or for value to 546,868 295,091

be received

b) Deposits 15,364 31,181

178,370 41,613

Investments-Long Term (At Cost)

Capitalised Software Product Costs

Current Assets, Loans and Advances

Balances with Banks

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Page 44: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

4342 Annual Report 2008-09 TAKE Solutions Limited

Schedules to Consolidated Profit and Loss Account for the Year Ended Schedules to Consolidated Profit and Loss Account for the Year Ended

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 11

505,684 280,923

Other Expenses

Audit Fees 8,301 8,280

Bad Debts 46,079 20,408

Provision for Doubtful Debts - 1,584

Bank Charges 2,679 5,414

Books & Periodicals 206 23

Brokerage 8,645 251

Communication Expenses 35,370 17,288

Computer Hire Charges & Maintenance 2,874 1,799

Conveyance 4,461 2,566

Domestic Travel-Director 4,844 2,173

Domestic Travel-Others 68,153 44,835

Foreign Travel-Others 9,735 4,286

ForeignTravel-Director 6,333 2,515

Electricity Expenses 7,008 6,113

Foreign Exchange Fluctuation Loss 2,084 4,621

Insurance 8,481 3,358

Charity (CSR) 1,655 363

Loss on Sale of Assets 276 -

Marketing Expenses 63,443 58,848

Meeting & Conference 3,519 463

Advance, Investment & Miscellaneous Write Offs 144 239

General Expenses 14,868 23,213

Legal & Professional charges 87,628 8,973

Office Expenses 10,446 9,067

Postage & Telegrams 4,097 2,222

Preliminary Expenses Written off 5 -

Printing & Stationery 3,119 1,368

Rent, Rate & Taxes 82,166 40,656

Repairs & Maintenance 11,853 9,436

Subscription Charges 6,464 -

Security Charges 748 561

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 8

1,015,403 651,859

Schedule 9

78,655 28,193

Schedule 10

2,145,045 1,892,987

Current Liabilities and Provisions

Provisions

Other Income

Cost of Sales

Sundry Creditors 224,404 306,736

Other Payables 167,465 -

Other Liabilities 209,553 67,420

Unclaimed Dividend 408 -

Deferred Revenue 157,815 123,750

Provision for Taxation 177,940 96,028

Provision For Fringe Benefit Tax 6,250 4,108

Provision For Other Employee Benefits 13,262 7,635

Provision for Expenses 29,851 15,190

Provision for Proposed Dividend 24,252 26,455

Distribution Tax Payable 4,203 4,537

Dividend Income 2,772 5,430

Interest Income 17,552 21,989

Profit on Sale of Assets - 107

Foreign Exchange Fluctuation Gain 29,410 -

Miscellaneous Income 28,921 667

Supply Chain Management Expenses - 11,121

Cost of Sales - IT Infrastructure and Support Services 58,599 55,927

Software & Consultancy Expenses 701,703 774,506

E - Business Solutions Expenses 277,690 262,173

Salary&Other Allowances 964,266 717,316

Staff Welfare 124,645 59,347

Contribution to Provident & Other Funds 10,674 8,834

Gratuity and Other Employee Benefits 7,468 3,763

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4342 Annual Report 2008-09 TAKE Solutions Limited

Schedules to Consolidated Profit and Loss Account for the Year Ended Schedules to Consolidated Profit and Loss Account for the Year Ended

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 11

505,684 280,923

Other Expenses

Audit Fees 8,301 8,280

Bad Debts 46,079 20,408

Provision for Doubtful Debts - 1,584

Bank Charges 2,679 5,414

Books & Periodicals 206 23

Brokerage 8,645 251

Communication Expenses 35,370 17,288

Computer Hire Charges & Maintenance 2,874 1,799

Conveyance 4,461 2,566

Domestic Travel-Director 4,844 2,173

Domestic Travel-Others 68,153 44,835

Foreign Travel-Others 9,735 4,286

ForeignTravel-Director 6,333 2,515

Electricity Expenses 7,008 6,113

Foreign Exchange Fluctuation Loss 2,084 4,621

Insurance 8,481 3,358

Charity (CSR) 1,655 363

Loss on Sale of Assets 276 -

Marketing Expenses 63,443 58,848

Meeting & Conference 3,519 463

Advance, Investment & Miscellaneous Write Offs 144 239

General Expenses 14,868 23,213

Legal & Professional charges 87,628 8,973

Office Expenses 10,446 9,067

Postage & Telegrams 4,097 2,222

Preliminary Expenses Written off 5 -

Printing & Stationery 3,119 1,368

Rent, Rate & Taxes 82,166 40,656

Repairs & Maintenance 11,853 9,436

Subscription Charges 6,464 -

Security Charges 748 561

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 8

1,015,403 651,859

Schedule 9

78,655 28,193

Schedule 10

2,145,045 1,892,987

Current Liabilities and Provisions

Provisions

Other Income

Cost of Sales

Sundry Creditors 224,404 306,736

Other Payables 167,465 -

Other Liabilities 209,553 67,420

Unclaimed Dividend 408 -

Deferred Revenue 157,815 123,750

Provision for Taxation 177,940 96,028

Provision For Fringe Benefit Tax 6,250 4,108

Provision For Other Employee Benefits 13,262 7,635

Provision for Expenses 29,851 15,190

Provision for Proposed Dividend 24,252 26,455

Distribution Tax Payable 4,203 4,537

Dividend Income 2,772 5,430

Interest Income 17,552 21,989

Profit on Sale of Assets - 107

Foreign Exchange Fluctuation Gain 29,410 -

Miscellaneous Income 28,921 667

Supply Chain Management Expenses - 11,121

Cost of Sales - IT Infrastructure and Support Services 58,599 55,927

Software & Consultancy Expenses 701,703 774,506

E - Business Solutions Expenses 277,690 262,173

Salary&Other Allowances 964,266 717,316

Staff Welfare 124,645 59,347

Contribution to Provident & Other Funds 10,674 8,834

Gratuity and Other Employee Benefits 7,468 3,763

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4544 Annual Report 2008-09 TAKE Solutions Limited

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

SCHEDULE 12 :

1. STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES

1.1.

The consolidated financial statements of TAKE Solutions

Limited and its subsidiaries (The Group) are prepared in

accordance with the Indian Generally Accepted Accounting

Principles (GAAP) under the historical cost convention on

the accrual basis except for certain financial instruments

which are measured at fair values. GAAP comprises

mandatory Accounting Standards issued by the Institute of

Chartered Accountants of India and the provisions of the

Companies Act, 1956.

Pursuant to the ICAI announcement “Accounting for

Derivatives” on the early adoption of Accounting Standard

AS 30 “Financial Instruments: Recognition and

Measurement”, the company has adopted the standard for

the year under audit, to the extent that the adoption does not

conflict with existing mandatory Accounting Standards and

other authoritative pronouncements, company law and

other regulatory requirements.

The significant accounting policies adopted by the Group

are detailed below:

The financial statements of the subsidiary companies

used for consolidation are drawn up to the same

reporting date as of the company.

The consolidated financial statements have been

prepared on the following basis:

a) The financial statements of the company and its

subsidiary companies have been combined on a

line–by-line basis by adding together like items of

assets, liabilities, income and expenses. All

material inter company transactions, balances

and unrealized surpluses and deficits on

transactions between group companies are

eliminated. Consistency in adoption of

accounting policies among all group companies

is ensured to the extent practicable. Separate

disclosure is made for minority interests.

b) The excess of cost to the company of its

investments in subsidiary companies over its

share of equity of the subsidiary companies at the

dates on which the investments in subsidiary

companies are made, is recognized as ‘Goodwill’

being an asset in the consolidated financial

statements. Alternatively, where the share of

equity in the subsidiary companies as on the date

of investment, is in excess of cost of investment of

the company, it is recognized as ‘Capital Reserve’

Principles of Consolidation

in the consolidated financial statements.

c) Minority interest in the net assets of consolidated

subsidiaries consist of the amount of equity

attributable to the minority shareholders at the

dates on which investments are made by the

company in the subsidiary companies and further

movements in their share in the equity,

subsequent to the dates of investment.

d) Exchange difference resulting from the difference

due to translation of foreign currency assets and

liabilities in subsidiaries is disclosed as foreign

currency translation reserve.

The presentation of financial statements in

conformity with generally accepted accounting

principles requires management to make estimates

and assumptions that affect the amounts reported in

the financial statements and accompanying notes.

Although these est imates are based on

management’s best knowledge of current events and

actions the Company may undertake in future, actual

results ultimately may differ from the estimates. Any

revision to accounting estimates is recognised

prospectively in future periods.

The significant accounting policies pertaining to the

principal business segments of the company are set

out below and the other policies have been detailed

in the standalone financial statements.

The Contracts between the Company and its

customers are either time and material contracts

or fixed price contracts.

(i) Revenue from fixed-price contracts is

recognised according to the milestones achieved

as specified in the contracts on the Proportionate

Completion Method based on the work

completed. Any anticipated losses expected

upon the contract completion are recognized

immediately. Changes in job performance,

conditions and estimated profitability may result

in revisions and corresponding revenues and

costs are recognized in the year in which such

changes are identified.

(ii) In respect of time and material contract,

revenue is recognized in the year in which the

1.2.

1.3.

1.4.

a) Software & Consultancy Revenue

Use of Estimates

Significant Accounting Policies

Revenue Recognition

services are provided. Unbilled revenue

represents cost and earnings in excess of billings

while deferred revenue represents the billing in

excess of cost and earnings.

(iii) Revenue from product sale and licensing

arrangements are recognized on delivery and

installation.

Income from sale of IT Infrastructure is

recognized upon completion of sale. Income

from support services is recognized upon

rendering of the services. Income from

maintenance contracts relating to the year is

recognized when the contracts are entered into

on a time proportionate basis.

Revenue is recognized when invoices are raised

and are accounted net of trade discounts,

rebates, taxes and duties.

(i) Interest income is recognized using time

proportion method based on rates implicit in the

transaction.

(ii) Dividend income is recognized when the

company’s right to receive dividend is

established.

(iii) Miscellaneous income is recognized on

accrual basis.

Internally developed software products are valued

based on costs directly attributable to the

development of such software and allocated indirect

cost and they are capitalised individually once their

technical feasibility is established in accordance

with the requirements of Accounting Standard 26,

‘Intangible Assets’.

Expenses incurred during research phase till the

establishment of commercial feasibility is charged off

to Profit and Loss Account.

Products capitalised are being amortized over a

period of three to five years from the launch date and

the unamortised product costs as at Balance Sheet

date are shown under Assets separately.

b) Sale of IT Infrastructure and Support Services

c) Revenue from E- Business Solutions

d) Other Incomes

1.5.

1.6.

Software Product Development Cost

Foreign Currency Transactions / Translation

Reserve

i) All monetary items denominated in foreign currency

are reflected at the closing exchange rates prevailing

on the Balance Sheet date; the resultant exchange

differences are recognized in the profit and loss

account. Non-monetary items which are carried in

terms of historical cost denominated in a foreign

currency are reported using the exchange rate at the

date of the transaction.

ii) Income and Expenditure items involving foreign

exchange are translated at the exchange rate

prevailing on the date of transaction.

iii) Exchange differences arising on foreign exchange

transactions settled during the year are recognized in

the Profit and Loss Account for the year.

iv) For the purposes of consolidation the operations of

overseas subsidiaries are considered as non-integral

in nature and accordingly their assets and liabilities

are translated at the period-end exchange rate and

income and expenditure items are translated at the

average rates during the period. The resultant

translation adjustment is reflected as a separate

component of Shareholders' funds as 'Foreign

currency translation reserve'. Upon dissolution/

disposal of non-Indian subsidiary, the balance in

Foreign currency translation reserve in relation to that

subsidiary will be transferred to Profit and Loss

Account.

Depreciation is provided on a pro-rata basis on the

Straight Line Method (SLM) over the estimated useful

lives of the assets determined as follows:

One of the step subsidiaries namely, CMNK Services

Private Limited had been following Written Down

Value (WDV) method for claiming depreciation till

the date of acquisition by the subsidiary company,

CMNK Consultancy & Services Private Limited. In

complying with the accounting policy of the group,

the method of claiming depreciation has been

changed to Straight Line Method (SLM) and

consequentially, the excess depreciation to the extent

of Rs. 3,818 (in 000’s) has been adjusted in the Profit

and Loss appropriation statement of the group.

1.7. Depreciation

Computers and purchased software 2-7 years

Furnitures Fixtures and Equipments 1-20 years

Automobiles 3-10 years

Leasehold improvements Period of Lease

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4544 Annual Report 2008-09 TAKE Solutions Limited

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

SCHEDULE 12 :

1. STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES

1.1.

The consolidated financial statements of TAKE Solutions

Limited and its subsidiaries (The Group) are prepared in

accordance with the Indian Generally Accepted Accounting

Principles (GAAP) under the historical cost convention on

the accrual basis except for certain financial instruments

which are measured at fair values. GAAP comprises

mandatory Accounting Standards issued by the Institute of

Chartered Accountants of India and the provisions of the

Companies Act, 1956.

Pursuant to the ICAI announcement “Accounting for

Derivatives” on the early adoption of Accounting Standard

AS 30 “Financial Instruments: Recognition and

Measurement”, the company has adopted the standard for

the year under audit, to the extent that the adoption does not

conflict with existing mandatory Accounting Standards and

other authoritative pronouncements, company law and

other regulatory requirements.

The significant accounting policies adopted by the Group

are detailed below:

The financial statements of the subsidiary companies

used for consolidation are drawn up to the same

reporting date as of the company.

The consolidated financial statements have been

prepared on the following basis:

a) The financial statements of the company and its

subsidiary companies have been combined on a

line–by-line basis by adding together like items of

assets, liabilities, income and expenses. All

material inter company transactions, balances

and unrealized surpluses and deficits on

transactions between group companies are

eliminated. Consistency in adoption of

accounting policies among all group companies

is ensured to the extent practicable. Separate

disclosure is made for minority interests.

b) The excess of cost to the company of its

investments in subsidiary companies over its

share of equity of the subsidiary companies at the

dates on which the investments in subsidiary

companies are made, is recognized as ‘Goodwill’

being an asset in the consolidated financial

statements. Alternatively, where the share of

equity in the subsidiary companies as on the date

of investment, is in excess of cost of investment of

the company, it is recognized as ‘Capital Reserve’

Principles of Consolidation

in the consolidated financial statements.

c) Minority interest in the net assets of consolidated

subsidiaries consist of the amount of equity

attributable to the minority shareholders at the

dates on which investments are made by the

company in the subsidiary companies and further

movements in their share in the equity,

subsequent to the dates of investment.

d) Exchange difference resulting from the difference

due to translation of foreign currency assets and

liabilities in subsidiaries is disclosed as foreign

currency translation reserve.

The presentation of financial statements in

conformity with generally accepted accounting

principles requires management to make estimates

and assumptions that affect the amounts reported in

the financial statements and accompanying notes.

Although these est imates are based on

management’s best knowledge of current events and

actions the Company may undertake in future, actual

results ultimately may differ from the estimates. Any

revision to accounting estimates is recognised

prospectively in future periods.

The significant accounting policies pertaining to the

principal business segments of the company are set

out below and the other policies have been detailed

in the standalone financial statements.

The Contracts between the Company and its

customers are either time and material contracts

or fixed price contracts.

(i) Revenue from fixed-price contracts is

recognised according to the milestones achieved

as specified in the contracts on the Proportionate

Completion Method based on the work

completed. Any anticipated losses expected

upon the contract completion are recognized

immediately. Changes in job performance,

conditions and estimated profitability may result

in revisions and corresponding revenues and

costs are recognized in the year in which such

changes are identified.

(ii) In respect of time and material contract,

revenue is recognized in the year in which the

1.2.

1.3.

1.4.

a) Software & Consultancy Revenue

Use of Estimates

Significant Accounting Policies

Revenue Recognition

services are provided. Unbilled revenue

represents cost and earnings in excess of billings

while deferred revenue represents the billing in

excess of cost and earnings.

(iii) Revenue from product sale and licensing

arrangements are recognized on delivery and

installation.

Income from sale of IT Infrastructure is

recognized upon completion of sale. Income

from support services is recognized upon

rendering of the services. Income from

maintenance contracts relating to the year is

recognized when the contracts are entered into

on a time proportionate basis.

Revenue is recognized when invoices are raised

and are accounted net of trade discounts,

rebates, taxes and duties.

(i) Interest income is recognized using time

proportion method based on rates implicit in the

transaction.

(ii) Dividend income is recognized when the

company’s right to receive dividend is

established.

(iii) Miscellaneous income is recognized on

accrual basis.

Internally developed software products are valued

based on costs directly attributable to the

development of such software and allocated indirect

cost and they are capitalised individually once their

technical feasibility is established in accordance

with the requirements of Accounting Standard 26,

‘Intangible Assets’.

Expenses incurred during research phase till the

establishment of commercial feasibility is charged off

to Profit and Loss Account.

Products capitalised are being amortized over a

period of three to five years from the launch date and

the unamortised product costs as at Balance Sheet

date are shown under Assets separately.

b) Sale of IT Infrastructure and Support Services

c) Revenue from E- Business Solutions

d) Other Incomes

1.5.

1.6.

Software Product Development Cost

Foreign Currency Transactions / Translation

Reserve

i) All monetary items denominated in foreign currency

are reflected at the closing exchange rates prevailing

on the Balance Sheet date; the resultant exchange

differences are recognized in the profit and loss

account. Non-monetary items which are carried in

terms of historical cost denominated in a foreign

currency are reported using the exchange rate at the

date of the transaction.

ii) Income and Expenditure items involving foreign

exchange are translated at the exchange rate

prevailing on the date of transaction.

iii) Exchange differences arising on foreign exchange

transactions settled during the year are recognized in

the Profit and Loss Account for the year.

iv) For the purposes of consolidation the operations of

overseas subsidiaries are considered as non-integral

in nature and accordingly their assets and liabilities

are translated at the period-end exchange rate and

income and expenditure items are translated at the

average rates during the period. The resultant

translation adjustment is reflected as a separate

component of Shareholders' funds as 'Foreign

currency translation reserve'. Upon dissolution/

disposal of non-Indian subsidiary, the balance in

Foreign currency translation reserve in relation to that

subsidiary will be transferred to Profit and Loss

Account.

Depreciation is provided on a pro-rata basis on the

Straight Line Method (SLM) over the estimated useful

lives of the assets determined as follows:

One of the step subsidiaries namely, CMNK Services

Private Limited had been following Written Down

Value (WDV) method for claiming depreciation till

the date of acquisition by the subsidiary company,

CMNK Consultancy & Services Private Limited. In

complying with the accounting policy of the group,

the method of claiming depreciation has been

changed to Straight Line Method (SLM) and

consequentially, the excess depreciation to the extent

of Rs. 3,818 (in 000’s) has been adjusted in the Profit

and Loss appropriation statement of the group.

1.7. Depreciation

Computers and purchased software 2-7 years

Furnitures Fixtures and Equipments 1-20 years

Automobiles 3-10 years

Leasehold improvements Period of Lease

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4746 Annual Report 2008-09 TAKE Solutions Limited

1.8.

Deferred tax

Taxation

Tax expenses comprising of both current tax and

deferred tax are included in determining the net

results for the period.

reflects the effect of timing differences

between the assets and liabilities recognized for

financial reporting purposes and the amounts that

are recognized for current tax purposes. As a matter

of prudence deferred tax assets are recognised and

carried forward only to the extent, there is reasonable

certainty that sufficient future taxable income will be

available against which such deferred tax assets can

be realised.

is determined based on the provisions of

the Income Tax Act of the respective countries.

Current tax

PRIMARY SEGMENT INFORMATION – Amount in Rs ‘000s

Business Segments

Software E- Business

Particulars Products & Solutions Others Total

Consultancy Services

REVENUE 2,999,456 293,800 61,091 3,354,347

1,020,596 16,110 3,115 1,039,821

78,655

505,684

612,793

17,798

55,009

539,986

11,495

528,491

(2,588,970) (278,013) (72,088) (2,939,071)

Segment Result

(1,290,095) (15,864) (5,314) (1,311,273)

Unallocated Corporate

Income (28,193)

Unallocated Corporate

Expenses (644,942)

Operating profit

(694,524)

Interest Expenses

(69,285)

Income Taxes

(85,881)

Net Profit before

minority interest (539,358)

Minority Interest

(10,833)

Net Profit after

Minority Interest (528,525)

SECONDARY SEGMENT INFORMATION

GEOGRAPHIC SEGMENT

For the year ended For the year ended

Region March 31, 2009 March 31, 2008

3,354,347 2,939,071

Revenues - Rs in ‘000s

Asia Pacific 865,465 980,177

USA 2,488,882 1,958,894

Total Revenue

Name of the Subsidiary Proportion of Proportion of Country of

ownership ownership incorporation

interest as at interest as at

March 31, 2009 March 31, 2008

TAKE Solutions Inc.

(Controlled Directly and

Indirectly through one

of the subsidiaries)

Autopartsasia Pvt Ltd 58% 58% India

TAKE United SDN.BHD

(formerly known as

Millennium Business

Solutions(M) SDN .BHD)

Towell TAKE Investments

LLC

CMNK Consultancy &

Services Pvt Ltd

100% 100% USA

51% 100% Malaysia

51% 51% Muscat

100% 100% India

1.9.

1.10.

Subsidiary Company Particulars

Segment Reporting

The company has identified business segments as its

primary segment and geographic segments as its

secondary segment.

The business segments of the company are Software

Products & Consultancy Services, E – Business

Solutions and Others. Geographic segments of the

Company are Asia Pacific Region and United States

of America.

Revenues and Expenses that are directly identifiable

with the Segments have been disclosed accordingly.

Certain Income and Expenses which are not

specifically allocable to individual segments have

been disclosed as “Unallocated Corporate Income”

and “Unallocated Corporate Expenses” respectively.

The assets of the company are used interchangeably

between segments, and the management believes

that it is currently not practical to provide segment

disclosures relating to total assets and liabilities since

a meaningful segregation is not possible.

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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4746 Annual Report 2008-09 TAKE Solutions Limited

1.8.

Deferred tax

Taxation

Tax expenses comprising of both current tax and

deferred tax are included in determining the net

results for the period.

reflects the effect of timing differences

between the assets and liabilities recognized for

financial reporting purposes and the amounts that

are recognized for current tax purposes. As a matter

of prudence deferred tax assets are recognised and

carried forward only to the extent, there is reasonable

certainty that sufficient future taxable income will be

available against which such deferred tax assets can

be realised.

is determined based on the provisions of

the Income Tax Act of the respective countries.

Current tax

PRIMARY SEGMENT INFORMATION – Amount in Rs ‘000s

Business Segments

Software E- Business

Particulars Products & Solutions Others Total

Consultancy Services

REVENUE 2,999,456 293,800 61,091 3,354,347

1,020,596 16,110 3,115 1,039,821

78,655

505,684

612,793

17,798

55,009

539,986

11,495

528,491

(2,588,970) (278,013) (72,088) (2,939,071)

Segment Result

(1,290,095) (15,864) (5,314) (1,311,273)

Unallocated Corporate

Income (28,193)

Unallocated Corporate

Expenses (644,942)

Operating profit

(694,524)

Interest Expenses

(69,285)

Income Taxes

(85,881)

Net Profit before

minority interest (539,358)

Minority Interest

(10,833)

Net Profit after

Minority Interest (528,525)

SECONDARY SEGMENT INFORMATION

GEOGRAPHIC SEGMENT

For the year ended For the year ended

Region March 31, 2009 March 31, 2008

3,354,347 2,939,071

Revenues - Rs in ‘000s

Asia Pacific 865,465 980,177

USA 2,488,882 1,958,894

Total Revenue

Name of the Subsidiary Proportion of Proportion of Country of

ownership ownership incorporation

interest as at interest as at

March 31, 2009 March 31, 2008

TAKE Solutions Inc.

(Controlled Directly and

Indirectly through one

of the subsidiaries)

Autopartsasia Pvt Ltd 58% 58% India

TAKE United SDN.BHD

(formerly known as

Millennium Business

Solutions(M) SDN .BHD)

Towell TAKE Investments

LLC

CMNK Consultancy &

Services Pvt Ltd

100% 100% USA

51% 100% Malaysia

51% 51% Muscat

100% 100% India

1.9.

1.10.

Subsidiary Company Particulars

Segment Reporting

The company has identified business segments as its

primary segment and geographic segments as its

secondary segment.

The business segments of the company are Software

Products & Consultancy Services, E – Business

Solutions and Others. Geographic segments of the

Company are Asia Pacific Region and United States

of America.

Revenues and Expenses that are directly identifiable

with the Segments have been disclosed accordingly.

Certain Income and Expenses which are not

specifically allocable to individual segments have

been disclosed as “Unallocated Corporate Income”

and “Unallocated Corporate Expenses” respectively.

The assets of the company are used interchangeably

between segments, and the management believes

that it is currently not practical to provide segment

disclosures relating to total assets and liabilities since

a meaningful segregation is not possible.

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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4948 Annual Report 2008-09 TAKE Solutions Limited

Transactions with Related Parties Amount in Rs ‘000s

Key Enterprises

Particulars Holding Management controlled by Key Other Related /

Company Personnel management Associated

Personnel & their Parties

relatives

46

24

6,972

4,800

1,600

Nil

172

798 8,153

59,096

Revenue

(130)

Rent – Expenditure

(24)

Managerial Remuneration

(4,411)

Remuneration* to Non

Executive Directors

(Nil)

Commission to

Independent Directors

(Nil)

Loans/Advances - Given

(56)

Loans/Advances – Received

(Nil)

Balance Receivable from

Related Parties

(878) (2,787)

Balance payable to

Related Parties

(Nil)

1.11. Related Party Disclosures for the year ended 31st March 2009

List of Related parties

Holding Company

Subsidiary Companies

Step Subsidiaries

Key Management Personnel

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions

have taken place during the year

Other Related / Associated Parties

TAKE Solutions Pte. Limited, Singapore

1. TAKE United Sdn. Bhd., Malaysia

2. Autopartsasia Private Limited, India

3. TOWELL TAKE Investments LLC, Muscat

4. TAKE Solutions Inc., USA

5. CMNK Consultancy & Services Private Limited, India

6. TOWELL TAKE Solutions LLC, Muscat

7. TAKE Solutions MEA Limited, Dubai

8. Applied Clinical Intelligence, LLC, USA

9. Clear Orbit Inc, USA

10. TAKE Solutions GMBH, Switzerland

11. CMNK Services Private Limited, India (Additions during the year)

12. TAKE Enterprises Solutions Inc (Additions during the year)

13. TAKE Intellectual Properties Management Inc (Additions during the year)

1. Mr. S. Sridharan, Managing Director

2. Mr. R. Seshadri, Executive & Wholetime Director

3. Mr. T.K. Wong, Chairman

4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director

5. Mr. D.V. Ravi, Non – Executive Director

6. Mr. Ram Yeleswarapu, Non – Executive Director

1. Aakanksha Management Consultancy & Holdings Private Limited

1. TAKE Solutions Limited ESOS Trust ( the trust is effectively controlled by the company)

2. WJ. Towell & Co, LLC, Muscat

*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from CentralGovernment is pending.

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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4948 Annual Report 2008-09 TAKE Solutions Limited

Transactions with Related Parties Amount in Rs ‘000s

Key Enterprises

Particulars Holding Management controlled by Key Other Related /

Company Personnel management Associated

Personnel & their Parties

relatives

46

24

6,972

4,800

1,600

Nil

172

798 8,153

59,096

Revenue

(130)

Rent – Expenditure

(24)

Managerial Remuneration

(4,411)

Remuneration* to Non

Executive Directors

(Nil)

Commission to

Independent Directors

(Nil)

Loans/Advances - Given

(56)

Loans/Advances – Received

(Nil)

Balance Receivable from

Related Parties

(878) (2,787)

Balance payable to

Related Parties

(Nil)

1.11. Related Party Disclosures for the year ended 31st March 2009

List of Related parties

Holding Company

Subsidiary Companies

Step Subsidiaries

Key Management Personnel

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions

have taken place during the year

Other Related / Associated Parties

TAKE Solutions Pte. Limited, Singapore

1. TAKE United Sdn. Bhd., Malaysia

2. Autopartsasia Private Limited, India

3. TOWELL TAKE Investments LLC, Muscat

4. TAKE Solutions Inc., USA

5. CMNK Consultancy & Services Private Limited, India

6. TOWELL TAKE Solutions LLC, Muscat

7. TAKE Solutions MEA Limited, Dubai

8. Applied Clinical Intelligence, LLC, USA

9. Clear Orbit Inc, USA

10. TAKE Solutions GMBH, Switzerland

11. CMNK Services Private Limited, India (Additions during the year)

12. TAKE Enterprises Solutions Inc (Additions during the year)

13. TAKE Intellectual Properties Management Inc (Additions during the year)

1. Mr. S. Sridharan, Managing Director

2. Mr. R. Seshadri, Executive & Wholetime Director

3. Mr. T.K. Wong, Chairman

4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director

5. Mr. D.V. Ravi, Non – Executive Director

6. Mr. Ram Yeleswarapu, Non – Executive Director

1. Aakanksha Management Consultancy & Holdings Private Limited

1. TAKE Solutions Limited ESOS Trust ( the trust is effectively controlled by the company)

2. WJ. Towell & Co, LLC, Muscat

*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from CentralGovernment is pending.

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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5150 Annual Report 2008-09 TAKE Solutions Limited

1.12.

1.13.

1.14.

Leases

Share Capital

Earnings Per Share

A. The Company has acquired assets under hire purchase

(Amt in Rs. ‘000s)

Finance Charge recognized in the Profit & Loss Account

– Rs. 62/- (Rs. 2,956)

B. Obligation under Non-cancellable operating lease:

(Amt in Rs. ‘000s)

Total rent expenses for all leases amounted to Rs. 46,664

(Rs 27,148) for the year ended 31st March 2009.

During the Year Ended 31st March 2009, the Company

has further issued 1,200,000 (1,200,000) Equity Shares

of Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share

to TAKE Solutions Limited ESOS Trust (“Trust”). The

Company has provided finance of Rs. 87,600 (90,360)

(000’s) to the Trust for the subscription of shares. The

Trust will transfer shares to the employees of the

Company under the scheme of ESOS framed by the

Company in this regard.

As per the Guidance Note on Accounting for Employee

Share–based payments issued by the Institute of

Chartered Accountants of India, shares allotted to Trust

but not transferred to employees is required to be

reduced from Share Capital and Reserves. Out of the

2,400,000 equity shares so far allotted to the trust, no

shares have been transferred to employees upto 31st

March 2009. Accordingly, the Company has reduced the

Share Capital by the amount of face value of the equity

shares issued to the Trust but not transferred to

employees and Share Premium by the amount of Share

Premium on such shares.

Basic Earnings Per Share and Diluted Earnings Per Share

are calculated by dividing the Net Profit After Tax for the

year attributable to the Equity Shareholders by the

Weighted Average number of Equity Shares outstanding

during the year. As per the guidance note issued in

January 2005 on Accounting for Employee Share Based

Payments by the Institute of Chartered Accountants of

India, 2,400,000 (1,200,000) weighted average number

of shares held by the TAKE Solutions Limited ESOS Trust

have been reduced from the equity shares outstanding

for computing basic and diluted earnings per share for

the year ended March 31, 2009

*Note: Pursuant to the approval of shareholders in their Annual

General Meeting held on August 22, 2008, face value of each

equity share was reduced from Rs. 10/- to Re. 1/-. Consequently,

the number of Issued, Subscribed & Paid up Share Capital has

changed to 120,000,000 of Re. 1/- each and earnings per share

of the previous year has been recalculated considering sub-

division of face value of equity shares.

A provision is recognized when an enterprise has a

present obligation as a result of past event; it is probable

that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be

made. Provisions are not discounted to its present value

and are determined based on best estimate required to

settle the obligation at the Balance Sheet date. These are

reviewed at each Balance Sheet date and adjusted to

reflect the current best estimates.

a) Guarantees given by the related party as at 31.03.2009 –

Rs. 1744/- (166/-)

b) On May 23, 2008 the company has received an order for

the assessment year 2003-04 from Income Tax Appellate

Tribunal (ITAT) disallowing the software product

1.15. Provisions, Contingent Liabilities & Contingent Assets

Contingent Liabilities: (Rs. In ‘000s)

expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation and

thereby reducing the benefit of carrying forward of losses

by Rs. 159.14 lacs to the subsequent assessment years.

However, no demand has been raised for the said

assessment year. The Company has filed an appeal with

the Honorable High Court of Tamil Nadu against the

order of ITAT. The management believes that the ultimate

outcome of the proceeding will not have a material

adverse effect on the company’s financial position and

results of operation and hence, no adjustment has been

made to the financial statements for the year ended

March 31, 2009.

c) Demand from Income tax authorities for payment of

additional tax of Rs. 180.39 lacs has been received upon

completion of their tax review for the assessment year

2006-07. The tax demand is mainly on account of

disallowance of software product development

expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation. The

matter is pending before the Commissioner of Income

tax (Appeals), Chennai. The company is contesting the

demand and the management including its tax advisors

believe that its position is likely to be upheld in the

appellate process. No tax expense has been accrued in

the financial statements for the tax demand raised. The

management believes that the ultimate outcome of the

proceeding will not have a material adverse effect on the

company’s financial position and results of operation.

The Company uses foreign currency forward contracts to

hedge its risks associated with foreign currency

fluctuations relating to certain firm commitments and

1.16 Financial Instruments: Recognition and Measurement

forecasted transactions. The company designates this

hedging instrument as “cash flow hedge” applying the

recognition and measurement principles set out in

Accounting Standard 30.

Hedging instrument is initially measured at fair value and

is re-measured at subsequent reporting dates. Changes in

the fair value of this derivative that is designated as an

effective hedge of future cash flows is recognized directly

in shareholders’ funds as Hedging Reserve and

reclassified into Profit and Loss Account upon the

occurrence of hedged transactions. The ineffective

portion is recognized immediately in profit and loss

account as and when they arise. Hedge accounting is

discontinued when the hedging instrument expires or is

sold, terminated, or exercised, or no longer qualifies for

hedge accounting. If a hedged transaction is no longer

expected to occur, the net cumulative gain or loss

recognized in shareholders’ funds is transferred to profit

and loss account for the period.

Professional fees include Rs. 24.03 Mn incurred in

connection with a proposed merger and the same has

been written off since the event has not materialized.

Amount payable to the erstwhile Share Holders of the

acquired subsidiaries to the tune of Rs. 78,261 (241,426)

(in ‘000s) is shown under Unsecured Loans.

Comparative Figures: Previous year’s figures have been

regrouped / restated, wherever necessary to make them

comparable to those of current year.

1.17

1.18

1.19

Particulars As atMarch 31, 2009 March 31, 2008

As at

Not later than one year 53,940 30,023

Later than one year butnot later than five years

Later than five years 805 1,814

60,925 62,874

Particulars For the Yearended

31.03.2009

EPS 4.44 4.74*

1.00 1.00*

For the Yearended

31.03.2008

Basic & Diluted Equivalent EquivalentNo. of Shares No. of Shares

1. Opening No.of Shares 120,000,000 93,700,000*

2. Closing No.of Shares 120,000,000 120,000,000*

3. Weighted AverageNo. of Shares 120,000,000 110,925,680*

4. Profit Available forEquity Share Holders(Rs.’ 000) 532,154 525,652

5. (in Rs.)

6. Nominal Valueof share (in Rs.)

As per our report of even date For and on behalf of the Board of Directors

For Sundar Srini & Sridhar S. Sridharan R. Seshadri

S.Sridhar P. Srinivasan

Chartered Accountants Managing Director Executive Director

Partner Company Secretary

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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5150 Annual Report 2008-09 TAKE Solutions Limited

1.12.

1.13.

1.14.

Leases

Share Capital

Earnings Per Share

A. The Company has acquired assets under hire purchase

(Amt in Rs. ‘000s)

Finance Charge recognized in the Profit & Loss Account

– Rs. 62/- (Rs. 2,956)

B. Obligation under Non-cancellable operating lease:

(Amt in Rs. ‘000s)

Total rent expenses for all leases amounted to Rs. 46,664

(Rs 27,148) for the year ended 31st March 2009.

During the Year Ended 31st March 2009, the Company

has further issued 1,200,000 (1,200,000) Equity Shares

of Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share

to TAKE Solutions Limited ESOS Trust (“Trust”). The

Company has provided finance of Rs. 87,600 (90,360)

(000’s) to the Trust for the subscription of shares. The

Trust will transfer shares to the employees of the

Company under the scheme of ESOS framed by the

Company in this regard.

As per the Guidance Note on Accounting for Employee

Share–based payments issued by the Institute of

Chartered Accountants of India, shares allotted to Trust

but not transferred to employees is required to be

reduced from Share Capital and Reserves. Out of the

2,400,000 equity shares so far allotted to the trust, no

shares have been transferred to employees upto 31st

March 2009. Accordingly, the Company has reduced the

Share Capital by the amount of face value of the equity

shares issued to the Trust but not transferred to

employees and Share Premium by the amount of Share

Premium on such shares.

Basic Earnings Per Share and Diluted Earnings Per Share

are calculated by dividing the Net Profit After Tax for the

year attributable to the Equity Shareholders by the

Weighted Average number of Equity Shares outstanding

during the year. As per the guidance note issued in

January 2005 on Accounting for Employee Share Based

Payments by the Institute of Chartered Accountants of

India, 2,400,000 (1,200,000) weighted average number

of shares held by the TAKE Solutions Limited ESOS Trust

have been reduced from the equity shares outstanding

for computing basic and diluted earnings per share for

the year ended March 31, 2009

*Note: Pursuant to the approval of shareholders in their Annual

General Meeting held on August 22, 2008, face value of each

equity share was reduced from Rs. 10/- to Re. 1/-. Consequently,

the number of Issued, Subscribed & Paid up Share Capital has

changed to 120,000,000 of Re. 1/- each and earnings per share

of the previous year has been recalculated considering sub-

division of face value of equity shares.

A provision is recognized when an enterprise has a

present obligation as a result of past event; it is probable

that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be

made. Provisions are not discounted to its present value

and are determined based on best estimate required to

settle the obligation at the Balance Sheet date. These are

reviewed at each Balance Sheet date and adjusted to

reflect the current best estimates.

a) Guarantees given by the related party as at 31.03.2009 –

Rs. 1744/- (166/-)

b) On May 23, 2008 the company has received an order for

the assessment year 2003-04 from Income Tax Appellate

Tribunal (ITAT) disallowing the software product

1.15. Provisions, Contingent Liabilities & Contingent Assets

Contingent Liabilities: (Rs. In ‘000s)

expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation and

thereby reducing the benefit of carrying forward of losses

by Rs. 159.14 lacs to the subsequent assessment years.

However, no demand has been raised for the said

assessment year. The Company has filed an appeal with

the Honorable High Court of Tamil Nadu against the

order of ITAT. The management believes that the ultimate

outcome of the proceeding will not have a material

adverse effect on the company’s financial position and

results of operation and hence, no adjustment has been

made to the financial statements for the year ended

March 31, 2009.

c) Demand from Income tax authorities for payment of

additional tax of Rs. 180.39 lacs has been received upon

completion of their tax review for the assessment year

2006-07. The tax demand is mainly on account of

disallowance of software product development

expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation. The

matter is pending before the Commissioner of Income

tax (Appeals), Chennai. The company is contesting the

demand and the management including its tax advisors

believe that its position is likely to be upheld in the

appellate process. No tax expense has been accrued in

the financial statements for the tax demand raised. The

management believes that the ultimate outcome of the

proceeding will not have a material adverse effect on the

company’s financial position and results of operation.

The Company uses foreign currency forward contracts to

hedge its risks associated with foreign currency

fluctuations relating to certain firm commitments and

1.16 Financial Instruments: Recognition and Measurement

forecasted transactions. The company designates this

hedging instrument as “cash flow hedge” applying the

recognition and measurement principles set out in

Accounting Standard 30.

Hedging instrument is initially measured at fair value and

is re-measured at subsequent reporting dates. Changes in

the fair value of this derivative that is designated as an

effective hedge of future cash flows is recognized directly

in shareholders’ funds as Hedging Reserve and

reclassified into Profit and Loss Account upon the

occurrence of hedged transactions. The ineffective

portion is recognized immediately in profit and loss

account as and when they arise. Hedge accounting is

discontinued when the hedging instrument expires or is

sold, terminated, or exercised, or no longer qualifies for

hedge accounting. If a hedged transaction is no longer

expected to occur, the net cumulative gain or loss

recognized in shareholders’ funds is transferred to profit

and loss account for the period.

Professional fees include Rs. 24.03 Mn incurred in

connection with a proposed merger and the same has

been written off since the event has not materialized.

Amount payable to the erstwhile Share Holders of the

acquired subsidiaries to the tune of Rs. 78,261 (241,426)

(in ‘000s) is shown under Unsecured Loans.

Comparative Figures: Previous year’s figures have been

regrouped / restated, wherever necessary to make them

comparable to those of current year.

1.17

1.18

1.19

Particulars As atMarch 31, 2009 March 31, 2008

As at

Not later than one year 53,940 30,023

Later than one year butnot later than five years

Later than five years 805 1,814

60,925 62,874

Particulars For the Yearended

31.03.2009

EPS 4.44 4.74*

1.00 1.00*

For the Yearended

31.03.2008

Basic & Diluted Equivalent EquivalentNo. of Shares No. of Shares

1. Opening No.of Shares 120,000,000 93,700,000*

2. Closing No.of Shares 120,000,000 120,000,000*

3. Weighted AverageNo. of Shares 120,000,000 110,925,680*

4. Profit Available forEquity Share Holders(Rs.’ 000) 532,154 525,652

5. (in Rs.)

6. Nominal Valueof share (in Rs.)

As per our report of even date For and on behalf of the Board of Directors

For Sundar Srini & Sridhar S. Sridharan R. Seshadri

S.Sridhar P. Srinivasan

Chartered Accountants Managing Director Executive Director

Partner Company Secretary

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Notes to Consolidated Accounts for the Year Ended 31st March, 2009 Notes to Consolidated Accounts for the Year Ended 31st March, 2009

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5352 Annual Report 2008-09 TAKE Solutions Limited

Auditors’ Report

Auditors’Report to the Members of TAKE Solutions Limited

1. We have audited the attached Balance Sheet of

(‘the company’) as at and

the Profit & Loss Account and the Cash Flow Statement of the

Company for the year ended on that date annexed thereto.

These financial statements are the responsibility of the

Company’s Management. Our responsibility is to express an

opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing

Standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of

material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003

(‘the Order’) as amended, issued by the Central Government of

India in terms of sub-section (4A) of section 227 of the

Companies Act, 1956 (‘the Act’), we enclose in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the

said order.

Further to our comments in the Annexure referred to above, we

report that:

a) We have obtained all the information and explanations,

which, to the best of our knowledge and belief, were

necessary for the purposes of our audit;

b) In our opinion, proper books of account, as required by

law have been kept by the Company so far as appears

from our examination of those books and proper returns

adequate for the purpose of our audit have been received

from the branches not visited by us.

c) The accounts of the overseas branch of the Company

have been audited by another firm of auditors. The report

of such auditors on the accounts of the said branch has

been forwarded to us and dealt with in the manner

considered necessary in preparing our report.

d) The Balance Sheet, the Profit & Loss Account and the

Cash Flow Statement dealt with by this Report are in

agreement with the books of account of the Company

and the audited returns from the overseas branch.

TAKE

Solutions Limited 31st March 2009

e) In our opinion, the Balance Sheet, the Profit & Loss

Account & the Cash Flow Statement dealt with by this

report comply with the Accounting Standards referred to

in Sub-section (3C) of Section 211 of the Companies Act,

1956.

f) On the basis of written representation received from the

directors as on March 31, 2009 and taken on record by

the Board of Directors, we report that none of the director

is disqualified as on March 31, 2009 from being

appointed as a director in terms of Section 274 (1)(g) of

the Companies Act 1956.

g) In our opinion and to the best of our information and

according to the explanations given to us, the said

Balance Sheet, Profit and Loss Account & Cash Flow

Statement read with Schedules and Notes thereon, give

the information required by the Companies Act, 1956, in

the manner so required and give a true and fair view in

conformity with the accounting principles generally

accepted in India:

(i) in the case of the Balance Sheet of the Company, of the

State of affairs of the Company as at 31st March 2009;

(ii) in the case of the Profit and Loss Account, of the Profit of

the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows

for the year ended on that date.

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Place: Chennai Partner

Date: May 22, 2009 Membership No: 25504

Annexure to the Auditors’Report:

The Annexure referred to in the auditors’ report to the

members of TAKE Solutions Limited (the company) for the year

ended March 31, 2009. We report that:

1. a) The Company has maintained proper records showing

full particulars including quantitative details and

situation of fixed assets.

b) The assets have been physically verified by the

management at periodic intervals, which in our opinion,

is reasonable having regard to the size of the Company

and the nature of its assets. No material discrepancies

have been noticed on such verification. In respect of

assets lying at branches, which have not been physically

verified, there is a process of obtaining confirmation

from the respective branches.

c) The Company has not disposed off substantial part of its

fixed assets, which will affect the going concern status of

the Company.

2. a) The Stock of traded goods of the Company has been

physically verified at periodic intervals during the year

by the management. In our opinion, the frequency of

such verification is adequate.

b) In our opinion, and according to the information and

explanations given to us, the procedures for physical

verification of inventories followed by the management

are reasonable and adequate in relation to the size of the

Company and the nature of its business.

c) In our opinion, the company has maintained proper

records of inventory .The discrepancies noticed between

the physical stocks as verified and the book records were

not material and have been properly dealt with in the

books of account.

3. The Company has granted unsecured loan to its

subsidiaries. The maximum balance outstanding at any

point of time during the year from the subsidiary was Rs

1,040,828 (in 000’s). In our opinion and according to the

information and explanations given to us, the terms and

conditions of the loans are not prima-facie prejudicial to

the interest of the company. In respect of the said loan,

the same is repayable on demand and therefore the

question of overdue amounts does not arise.

The company has not taken any loan, secured or

unsecured, during the year from companies, firms or

other parties covered in the register maintained under

Section 301 of the Companies Act, 1956. Consequently,

the requirements of the clauses (iii) (f) and (iii) (g) of

paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and

explanations given to us, there is an adequate internal

control system commensurate with the size of the

company and the nature of its business with regard to

purchase of inventory and fixed assets and for the sale of

goods and services. During the course of audit, no major

weakness has been noticed in the internal control system.

5. In our opinion, and according to the information and the

explanations given to us, there are contracts or

arrangements, the particulars of which has been entered

into the register maintained under section 301 of the

Companies Act, 1956. During the year, there is no

transaction exceeding the value of Rs. 5,00,000 and

accordingly, paragraph 4(v) of the Order is not

applicable.

6. The Company has not accepted any deposits from the

public. Accordingly, paragraph 4(vi) of the Order is not

applicable.

7. The Company has adequate internal audit system,

commensurate with the size and nature of the business.

8. Maintenance of cost records has not been prescribed for

the Company by the Central Government under section

209(1) (d) of the Companies Act 1956 for any of the

services rendered by the Company. Accordingly,

paragraph 4(viii) of the Order is not applicable.

9. a) According to the information and explanations given to

us and on the basis of our examination of the records of

the company, amounts deducted /accrued in the books of

account in respect of undisputed statutory dues including

Provident Fund, Employees’State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty and

other material statutory dues have been regularly

deposited during the year by the company with the

appropriate authorities. As explained to us, the Company

did not have any dues on account of Investor Education

and Protection Fund and Excise duty.

b) Further, since the Central Government has till date not

prescribed the amount of cess payable under section

441A of the Companies Act, 1956, we are not in a

position to comment upon the regularity or otherwise of

the Company in depositing the same.

c) According to the information and explanations given to

us, no undisputed amounts payable in respect of

Provident Fund, Employees’State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess

and other material statutory dues were in arrears as at

March 31, 2009 for a period of more than six months from

the day they became payable.

d) According to the information and explanations given to

us, there are no dues of Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs duty and Cess, which have not

Auditors’ Report

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5352 Annual Report 2008-09 TAKE Solutions Limited

Auditors’ Report

Auditors’Report to the Members of TAKE Solutions Limited

1. We have audited the attached Balance Sheet of

(‘the company’) as at and

the Profit & Loss Account and the Cash Flow Statement of the

Company for the year ended on that date annexed thereto.

These financial statements are the responsibility of the

Company’s Management. Our responsibility is to express an

opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing

Standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of

material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003

(‘the Order’) as amended, issued by the Central Government of

India in terms of sub-section (4A) of section 227 of the

Companies Act, 1956 (‘the Act’), we enclose in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the

said order.

Further to our comments in the Annexure referred to above, we

report that:

a) We have obtained all the information and explanations,

which, to the best of our knowledge and belief, were

necessary for the purposes of our audit;

b) In our opinion, proper books of account, as required by

law have been kept by the Company so far as appears

from our examination of those books and proper returns

adequate for the purpose of our audit have been received

from the branches not visited by us.

c) The accounts of the overseas branch of the Company

have been audited by another firm of auditors. The report

of such auditors on the accounts of the said branch has

been forwarded to us and dealt with in the manner

considered necessary in preparing our report.

d) The Balance Sheet, the Profit & Loss Account and the

Cash Flow Statement dealt with by this Report are in

agreement with the books of account of the Company

and the audited returns from the overseas branch.

TAKE

Solutions Limited 31st March 2009

e) In our opinion, the Balance Sheet, the Profit & Loss

Account & the Cash Flow Statement dealt with by this

report comply with the Accounting Standards referred to

in Sub-section (3C) of Section 211 of the Companies Act,

1956.

f) On the basis of written representation received from the

directors as on March 31, 2009 and taken on record by

the Board of Directors, we report that none of the director

is disqualified as on March 31, 2009 from being

appointed as a director in terms of Section 274 (1)(g) of

the Companies Act 1956.

g) In our opinion and to the best of our information and

according to the explanations given to us, the said

Balance Sheet, Profit and Loss Account & Cash Flow

Statement read with Schedules and Notes thereon, give

the information required by the Companies Act, 1956, in

the manner so required and give a true and fair view in

conformity with the accounting principles generally

accepted in India:

(i) in the case of the Balance Sheet of the Company, of the

State of affairs of the Company as at 31st March 2009;

(ii) in the case of the Profit and Loss Account, of the Profit of

the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows

for the year ended on that date.

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Place: Chennai Partner

Date: May 22, 2009 Membership No: 25504

Annexure to the Auditors’Report:

The Annexure referred to in the auditors’ report to the

members of TAKE Solutions Limited (the company) for the year

ended March 31, 2009. We report that:

1. a) The Company has maintained proper records showing

full particulars including quantitative details and

situation of fixed assets.

b) The assets have been physically verified by the

management at periodic intervals, which in our opinion,

is reasonable having regard to the size of the Company

and the nature of its assets. No material discrepancies

have been noticed on such verification. In respect of

assets lying at branches, which have not been physically

verified, there is a process of obtaining confirmation

from the respective branches.

c) The Company has not disposed off substantial part of its

fixed assets, which will affect the going concern status of

the Company.

2. a) The Stock of traded goods of the Company has been

physically verified at periodic intervals during the year

by the management. In our opinion, the frequency of

such verification is adequate.

b) In our opinion, and according to the information and

explanations given to us, the procedures for physical

verification of inventories followed by the management

are reasonable and adequate in relation to the size of the

Company and the nature of its business.

c) In our opinion, the company has maintained proper

records of inventory .The discrepancies noticed between

the physical stocks as verified and the book records were

not material and have been properly dealt with in the

books of account.

3. The Company has granted unsecured loan to its

subsidiaries. The maximum balance outstanding at any

point of time during the year from the subsidiary was Rs

1,040,828 (in 000’s). In our opinion and according to the

information and explanations given to us, the terms and

conditions of the loans are not prima-facie prejudicial to

the interest of the company. In respect of the said loan,

the same is repayable on demand and therefore the

question of overdue amounts does not arise.

The company has not taken any loan, secured or

unsecured, during the year from companies, firms or

other parties covered in the register maintained under

Section 301 of the Companies Act, 1956. Consequently,

the requirements of the clauses (iii) (f) and (iii) (g) of

paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and

explanations given to us, there is an adequate internal

control system commensurate with the size of the

company and the nature of its business with regard to

purchase of inventory and fixed assets and for the sale of

goods and services. During the course of audit, no major

weakness has been noticed in the internal control system.

5. In our opinion, and according to the information and the

explanations given to us, there are contracts or

arrangements, the particulars of which has been entered

into the register maintained under section 301 of the

Companies Act, 1956. During the year, there is no

transaction exceeding the value of Rs. 5,00,000 and

accordingly, paragraph 4(v) of the Order is not

applicable.

6. The Company has not accepted any deposits from the

public. Accordingly, paragraph 4(vi) of the Order is not

applicable.

7. The Company has adequate internal audit system,

commensurate with the size and nature of the business.

8. Maintenance of cost records has not been prescribed for

the Company by the Central Government under section

209(1) (d) of the Companies Act 1956 for any of the

services rendered by the Company. Accordingly,

paragraph 4(viii) of the Order is not applicable.

9. a) According to the information and explanations given to

us and on the basis of our examination of the records of

the company, amounts deducted /accrued in the books of

account in respect of undisputed statutory dues including

Provident Fund, Employees’State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty and

other material statutory dues have been regularly

deposited during the year by the company with the

appropriate authorities. As explained to us, the Company

did not have any dues on account of Investor Education

and Protection Fund and Excise duty.

b) Further, since the Central Government has till date not

prescribed the amount of cess payable under section

441A of the Companies Act, 1956, we are not in a

position to comment upon the regularity or otherwise of

the Company in depositing the same.

c) According to the information and explanations given to

us, no undisputed amounts payable in respect of

Provident Fund, Employees’State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess

and other material statutory dues were in arrears as at

March 31, 2009 for a period of more than six months from

the day they became payable.

d) According to the information and explanations given to

us, there are no dues of Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs duty and Cess, which have not

Auditors’ Report

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1954 Annual Report 2008-09 TAKE Solutions Limited

Auditors’ Report

been deposited with the appropriate authorities on

account of any dispute.

e) On May 23, 2008 the company has received an order

for the assessment year 2003-04 from Income Tax

Appellate Tribunal (ITAT) disallowing the software

product expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation and

thereby reduce the benefit of carrying forward of losses

by Rs. 159.14 lacs to the subsequent assessment years.

However, no demand has been raised for the said

assessment year. The company has filed an appeal with

the Honorable High Court of Tamil Nadu against the

order of ITAT. The management believes that the ultimate

outcome of the proceeding will not have a material

adverse effect on the company’s financial position and

results of operation and hence, no adjustment has been

made to the financial statements for the year ended

March 31, 2009.

f) Demand from Income tax authorities for payment of

additional tax of Rs. 180.39 lacs has been received upon

completion of their tax review for the assessment year

2006-07. The tax demand is mainly on account of

disallowance of software product development

expenses claimed by the company as revenue

expenditure and instead allowing the same as a capital

expenditure with consequential depreciation. The

matter is pending before the Commissioner of Income

tax (Appeals), Chennai. The company is contesting the

demand and the management including its tax advisors

believe that its position is likely be upheld in the

appellate process. No tax expense has been accrued in

the financial statements for the tax demand raised. The

management believes that the ultimate outcome of the

proceeding will not have a material adverse effect on the

company’s financial position and results of operation.

10. The Financial statements of the Company as on 31st

March 2009 do not show any accumulated losses. The

Company has not incurred any cash losses during the

financial year covered by our audit and in the immediate

preceding financial year. Accordingly, paragraph 4(x) of

the Order is not applicable.

11. According to the records of the Company examined by

us and the information and explanations given to us by

the management, the Company has not defaulted in

repayment of dues with respect to loans taken from any

financial institutions and banks as at Balance Sheet date.

12. Based on our examination and according to the

information and explanations given to us, the company

has not granted loans and advances based on security by

way of pledge of shares, debentures and other securities.

Accordingly, paragraph 4(xii) of the Order is not

applicable.

13. In our opinion and according to the information and

explanations given to us, the Company is not a chit fund/

nidhi/ mutual benefit fund/society. Accordingly,

paragraph 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to

us, the Company is not dealing or trading in shares,

securities, debentures and other investments.

Accordingly, paragraph 4(xiv) of the Order is not

applicable.

15. According to the information and explanations given to

us, the Company has given corporate guarantee for loans

taken by one of its subsidiaries from banks to the tune of

Rs. 50 Million and the terms and conditions are not

prejudicial to the interest of the company.

16. The company has taken term loan from bank and has

applied the same for the purpose for which the Loan was

taken.

17. On the basis of our examination of the Balance Sheet of

the Company and according to the information and

explanations given to us, in our opinion, funds raised on

short-term basis have not been used for long-term

investment and vice versa.

18. The company has not allotted any shares on preferential

basis to Companies / firms / parties covered in the

Register maintained under section 301 of the Companies

Act, 1956. Accordingly paragraph 4(xviii) of the Order is

not applicable.

19. The company has not issued any secured debentures.

Accordingly paragraph 4(xix) of the Order is not

applicable.

20. The Company has not raised any money by public issues

during the year. Accordingly, paragraph 4(xx) of the

Order is not applicable.

21. According to the information and explanations given to

us, no fraud on or by the company has been noticed or

reported during the course of our audit.

For Sundar Srini & Sridhar

Chartered Accountants

S. Sridhar

Place: Chennai Partner

Date: May 22, 2009 Membership No: 25504

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Balance Sheet

55TAKE Solutions Limited18 Annual Report 2008-09

Amount in Rs. '000

Share Capital 1 169,109 169,109

Reserves and Surplus 2 2,268,608 2,331,571

Secured Loans 3 135,269 1,096

37,706 42,568

4

Gross Block 74,805 54,839

Less: Depreciation 23,139 14,417

Net Block

5 96,457 115,072

6 1,393,607 1,163,279

550 550

7 1,419,136 1,483,444

8 350,724 258,423

12

SOURCES OF FUNDS SCHEDULE 31.03.2009 31.03.2008

Shareholders Funds

Loan Funds

Deferred Tax Liability

2,610,692 2,544,344

APPLICATION OF FUNDS

Fixed Assets

51,666 40,422

Capitalised Software Product costs

Investments

Deferred Tax Asset

Current Assets, Loans and Advances

Current Liabilities and Provisions

Net Current Assets 1,068,412 1,225,021

2,610,692 2,544,344

Significant Accounting Policies & Notes to Accounts

The Schedules referred to above form an integral part of financial statements

“As per our report of even date”

Balance Sheet as at

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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5756 Annual Report 2008-09 TAKE Solutions Limited

Cash Flow Statement

Amount in Rs. '000

153,532 270,726

Depreciation 9,089 5,840

Interest Expenses 14,008 42,414

(Profit)/Loss on Sale of Fixed Assets 276 -

Provision for Gratuity, Compensated absences & Other benefits 3,604 1,636

Foreign Exchange Adjustments- Loss/ (Gain) (24,654) 2,294

Product Development Expenses written off 59,023 46,237

Bad Debts written off 9,046 8,528

Advances & Miscellaneous Write Offs 144 324

(Increase)/Decrease in Current Assets other than cash & cash equivalents (127,288) (802,533)

Increase/ (Decrease) in Current Liabilities (101,453) 77,250

Interest - Working Capital Loans (10,614) (4,592)

Direct Taxes paid (81,555) (29,973)

Purchase of Fixed Assets - Net (20,610) (20,666)

Product Development Expenses (40,408) (54,412)

Investment in Equity Shares in Subsidiary Companies (8,602) (95,985)

Investment - Others (323,363) (92,500)

Sale of Investments 101,637 -

Proceeds from Issue of Share Capital - 1,864,250

Proceeds from Long term Borrowings - 1,096

Proceeds from Working Capital Demand Loans 134,549 -

Share Issue Expenses - (127,294)

Repayment of Long term Borrowings (376) (814,669)

Dividends Paid (26,455) -

Interest- Long Term Loans (63) (37,822)

Net Increase/(Decrease) in Cash & Cash equivalents (280,533) 240,149

Add: Cash and Cash equivalent as at the beginning of the year 376,424 136,275

Cash & Cash equivalent as at the end of the year 95,891 376,424

PARTICULARS 31.03.2009 31.03.2008

NET PROFIT/ (LOSS) BEFORE TAX

Adjustments for

Operating Profit before working Capital Changes 224,068 377,999

Cash flow from/ (used in) Operations (4,673) (347,284)

NET CASH USED IN OPERATING ACTIVITIES (96,842) (381,849)

NET CASH USED IN INVESTING ACTIVITIES (291,346) (263,563)

NET CASH FLOW FROM FINANCING ACTIVITIES 107,655 885,561

The above Cash Flow Statement forms an integral part of financial statements

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

“As per our report of even date”

Cash Flow Statement for the year ended

For and on behalf of the Board of Directors

For Sundar Srini & Sridhar S. Sridharan R. Seshadri

S.Sridhar P. Srinivasan

Chartered Accountants Managing Director Executive Director

Partner Company Secretary

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Profit and Loss Account

Amount in Rs. '000 (except per share data)

Revenue from Operations 589,900 874,307

Other Income 9 36,815 8,587

Employee Cost 10 128,754 99,518

Operation & Other Expenses 11 262,309 418,159

Profit Before Interest,Amortisation,Depreciation & Tax

Interest 14,008 42,414

Profit Before Amortisation,Depreciation & Tax

Product Development Expenses Written off 59,023 46,237

Profit Before Depreciation & Tax

Depreciation 9,089 5,840

Profit Before Tax

- Current Tax 28,731 58,000

- Deferred Tax (4,862) 4,550

- Fringe Benefit Tax 2,051 1,700

Short Provision For Tax for the earlier year 213 -

Balance brought forward from Previous Year - Profit

Proposed Equity Dividend 24,000 24,000

Proposed Preference Dividend 252 2,455

Dividend Distribution Tax 4,203 4,537

Appropriation to General Reserve 9,555 15,486

Equity Shares of par value Re. 1/- each

Basic EPS ( in Rs.) 1.06 1.84

Diluted EPS ( in Rs.) 1.06 1.84

12

PARTICULARS SCHEDULE 31.03.2009 31.03.2008

Income

626,715 882,894

Expenses

391,063 517,677

235,652 365,217

221,644 322,803

162,621 276,566

153,532 270,726

Provision for Taxation

Profit After Tax 127,612 206,476

324,707 164,709

Amount available for Appropriations 452,106 371,185

Balance carried to Balance Sheet 414,096 324,707

Earnings Per Share

Significant Accounting Policies & Notes to Accounts

The Schedules referred to above form an integral part of financial statements

“As per our report of even date”

Profit and Loss Account for the year ended

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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5756 Annual Report 2008-09 TAKE Solutions Limited

Cash Flow Statement

Amount in Rs. '000

153,532 270,726

Depreciation 9,089 5,840

Interest Expenses 14,008 42,414

(Profit)/Loss on Sale of Fixed Assets 276 -

Provision for Gratuity, Compensated absences & Other benefits 3,604 1,636

Foreign Exchange Adjustments- Loss/ (Gain) (24,654) 2,294

Product Development Expenses written off 59,023 46,237

Bad Debts written off 9,046 8,528

Advances & Miscellaneous Write Offs 144 324

(Increase)/Decrease in Current Assets other than cash & cash equivalents (127,288) (802,533)

Increase/ (Decrease) in Current Liabilities (101,453) 77,250

Interest - Working Capital Loans (10,614) (4,592)

Direct Taxes paid (81,555) (29,973)

Purchase of Fixed Assets - Net (20,610) (20,666)

Product Development Expenses (40,408) (54,412)

Investment in Equity Shares in Subsidiary Companies (8,602) (95,985)

Investment - Others (323,363) (92,500)

Sale of Investments 101,637 -

Proceeds from Issue of Share Capital - 1,864,250

Proceeds from Long term Borrowings - 1,096

Proceeds from Working Capital Demand Loans 134,549 -

Share Issue Expenses - (127,294)

Repayment of Long term Borrowings (376) (814,669)

Dividends Paid (26,455) -

Interest- Long Term Loans (63) (37,822)

Net Increase/(Decrease) in Cash & Cash equivalents (280,533) 240,149

Add: Cash and Cash equivalent as at the beginning of the year 376,424 136,275

Cash & Cash equivalent as at the end of the year 95,891 376,424

PARTICULARS 31.03.2009 31.03.2008

NET PROFIT/ (LOSS) BEFORE TAX

Adjustments for

Operating Profit before working Capital Changes 224,068 377,999

Cash flow from/ (used in) Operations (4,673) (347,284)

NET CASH USED IN OPERATING ACTIVITIES (96,842) (381,849)

NET CASH USED IN INVESTING ACTIVITIES (291,346) (263,563)

NET CASH FLOW FROM FINANCING ACTIVITIES 107,655 885,561

The above Cash Flow Statement forms an integral part of financial statements

A) CASH FLOW FROM OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

“As per our report of even date”

Cash Flow Statement for the year ended

For and on behalf of the Board of Directors

For Sundar Srini & Sridhar S. Sridharan R. Seshadri

S.Sridhar P. Srinivasan

Chartered Accountants Managing Director Executive Director

Partner Company Secretary

Membership No: 25504

Place : Chennai

Date: May 22, 2009

Profit and Loss Account

Amount in Rs. '000 (except per share data)

Revenue from Operations 589,900 874,307

Other Income 9 36,815 8,587

Employee Cost 10 128,754 99,518

Operation & Other Expenses 11 262,309 418,159

Profit Before Interest,Amortisation,Depreciation & Tax

Interest 14,008 42,414

Profit Before Amortisation,Depreciation & Tax

Product Development Expenses Written off 59,023 46,237

Profit Before Depreciation & Tax

Depreciation 9,089 5,840

Profit Before Tax

- Current Tax 28,731 58,000

- Deferred Tax (4,862) 4,550

- Fringe Benefit Tax 2,051 1,700

Short Provision For Tax for the earlier year 213 -

Balance brought forward from Previous Year - Profit

Proposed Equity Dividend 24,000 24,000

Proposed Preference Dividend 252 2,455

Dividend Distribution Tax 4,203 4,537

Appropriation to General Reserve 9,555 15,486

Equity Shares of par value Re. 1/- each

Basic EPS ( in Rs.) 1.06 1.84

Diluted EPS ( in Rs.) 1.06 1.84

12

PARTICULARS SCHEDULE 31.03.2009 31.03.2008

Income

626,715 882,894

Expenses

391,063 517,677

235,652 365,217

221,644 322,803

162,621 276,566

153,532 270,726

Provision for Taxation

Profit After Tax 127,612 206,476

324,707 164,709

Amount available for Appropriations 452,106 371,185

Balance carried to Balance Sheet 414,096 324,707

Earnings Per Share

Significant Accounting Policies & Notes to Accounts

The Schedules referred to above form an integral part of financial statements

“As per our report of even date”

Profit and Loss Account for the year ended

For and on behalf of the Board of Directors

S. Sridharan R. Seshadri

P. Srinivasan

Managing Director Executive Director

Company Secretary

For Sundar Srini & Sridhar

S.Sridhar

Chartered Accountants

Partner

Membership No: 25504

Place : Chennai

Date: May 22, 2009

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Schedules to and forming part of Balance Sheet as at

5958 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Balance Sheet as at

Capital Reserve 36,246 36,246

Balance at the beginning of the year 2,044,292 252,126

Received during the year 86,400 1,927,110

Less: Share Issue Expenses written off - 134,944

2,130,692 2,044,292

Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 2(a) in

Notes to Accounts 175,560 89,160

At the Commencement of the year -

Additions during the year (163,430) -

-

Opening Balance 15,486 -

Add: Transfer from Profit and Loss Account 9,555 15,486

Less: Deferred employee compensation expense -

-

Balance as per Account annexed 414,096 324,707

(Secured against Stock & Book debts) 134,549 -

From Banks 720 1,096

(Secured against Car)

Amount in Rs. '000

PARTICULARS 31.03.2008

Schedule 2

31.03.2009

Reserves and Surplus

36,246 36,246

Securities Premium Account

1,955,132 1,955,132

Hedging Reserve (refer AS 30 in Schedule 12)

(163,430)

General Reserve

25,041 15,486

Stock Option Outstanding Account 4,442

(2,919)

1,523

Profit & Loss Account

414,096 324,707

2,268,608 2,331,571

135,269 1,096

Schedule 3

Secured Loans

Working Capital Loans_Banks

Hire Purchase Loans

Amount in Rs. '000

350,000,000 equity shares of Re.1/- each & 15,000,000 preference shares of Rs.10/- each 500,000 200,000

(15,000,000 equity shares of Rs.10/- each & 5,000,000 preference shares of Rs.10/- each)

(The Authorised Share Capital was increased to Rs. 50 crores by creation of 200,000,000

equity shares of face value Re.1/- each & 10,000,000 preference shares of Rs.10/- each)

122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of

Rs.10/- each fully paid up) 122,400 121,200

(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares

of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)

(Of the above 17,772,920 equity shares of Re.1/- each(Previous Year 1,777,292 equity

shares of Rs.10/- each) allotted as fully paid -up by way of bonus shares during the

Financial Year 2005-06)

(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity

shares of Rs.10/-each) were issued as fully paid up shares consequent to the merger of

erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium

Infocomm Limited during the financial year 2003-04)

Note : Pursuant to the approval of shareholders in their Annual General Meeting held on

22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently

the number of shares issued, subscribed and paid up Share Capital of the company has been

changed to 122,400,000 equity shares of Re.1/- each.

Less: Shares issued and lying with ESOS Trust - Refer Note No. 2(a) in Notes to Accounts 2,400 1,200

Adjusted Issued and Subscribed Capital 120,000 120,000

4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up

(4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109

(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding

Company TAKE Solutions Pte. Ltd. Singapore.)

PARTICULARS 31.03.2009 31.03.2008

500,000 200,000

169,109 169,109

Schedule 1

Share Capital

Authorised Share Capital

Issued, Subscribed and Paid up Share Capital

Equity Share Capital

Preference Share Capital

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Schedules to and forming part of Balance Sheet as at

5958 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Balance Sheet as at

Capital Reserve 36,246 36,246

Balance at the beginning of the year 2,044,292 252,126

Received during the year 86,400 1,927,110

Less: Share Issue Expenses written off - 134,944

2,130,692 2,044,292

Less: Premium on shares issued and lying with ESOS Trust - Refer Note No. 2(a) in

Notes to Accounts 175,560 89,160

At the Commencement of the year -

Additions during the year (163,430) -

-

Opening Balance 15,486 -

Add: Transfer from Profit and Loss Account 9,555 15,486

Less: Deferred employee compensation expense -

-

Balance as per Account annexed 414,096 324,707

(Secured against Stock & Book debts) 134,549 -

From Banks 720 1,096

(Secured against Car)

Amount in Rs. '000

PARTICULARS 31.03.2008

Schedule 2

31.03.2009

Reserves and Surplus

36,246 36,246

Securities Premium Account

1,955,132 1,955,132

Hedging Reserve (refer AS 30 in Schedule 12)

(163,430)

General Reserve

25,041 15,486

Stock Option Outstanding Account 4,442

(2,919)

1,523

Profit & Loss Account

414,096 324,707

2,268,608 2,331,571

135,269 1,096

Schedule 3

Secured Loans

Working Capital Loans_Banks

Hire Purchase Loans

Amount in Rs. '000

350,000,000 equity shares of Re.1/- each & 15,000,000 preference shares of Rs.10/- each 500,000 200,000

(15,000,000 equity shares of Rs.10/- each & 5,000,000 preference shares of Rs.10/- each)

(The Authorised Share Capital was increased to Rs. 50 crores by creation of 200,000,000

equity shares of face value Re.1/- each & 10,000,000 preference shares of Rs.10/- each)

122,400,000 equity shares of Re.1/- each fully paid up (12,120,000 equity shares of

Rs.10/- each fully paid up) 122,400 121,200

(Of the above 70,856,250 equity shares of Re.1/- each (Previous Year 7,085,625 equity shares

of Rs.10/- each) are held by the Holding Company TAKE Solutions Pte. Ltd. Singapore)

(Of the above 17,772,920 equity shares of Re.1/- each(Previous Year 1,777,292 equity

shares of Rs.10/- each) allotted as fully paid -up by way of bonus shares during the

Financial Year 2005-06)

(Of the above 12,082,000 equity shares of Re.1/- each (Previous Year 1,208,200 equity

shares of Rs.10/-each) were issued as fully paid up shares consequent to the merger of

erstwhile Millennium Infocomm Limited to the Shareholders of erstwhile Millennium

Infocomm Limited during the financial year 2003-04)

Note : Pursuant to the approval of shareholders in their Annual General Meeting held on

22.08.08 the face value of each equity share was reduced from Rs.10/- to Re.1/-. Consequently

the number of shares issued, subscribed and paid up Share Capital of the company has been

changed to 122,400,000 equity shares of Re.1/- each.

Less: Shares issued and lying with ESOS Trust - Refer Note No. 2(a) in Notes to Accounts 2,400 1,200

Adjusted Issued and Subscribed Capital 120,000 120,000

4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up

(4,910,850 5% Non-Cumulative Preference Shares of Rs.10/- each fully paid up) 49,109 49,109

(Of the above 4,910,850(4,910,850) shares of Rs. 10/- each are held by the Holding

Company TAKE Solutions Pte. Ltd. Singapore.)

PARTICULARS 31.03.2009 31.03.2008

500,000 200,000

169,109 169,109

Schedule 1

Share Capital

Authorised Share Capital

Issued, Subscribed and Paid up Share Capital

Equity Share Capital

Preference Share Capital

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Schedules to and forming part of Balance Sheet as at

60 Annual Report 2008-09 61TAKE Solutions Limited

Schedules to and forming part of Balance Sheet as at

155,480 161,309

96,457 115,072

A 1,070,244 1,070,779

Non - Trade Investments - quoted (valued at lower of cost or market value)

Non - Trade Investments - unquoted (valued at lower of cost or market value)

B 323,363 92,500

A + B 1,393,607 1,163,279

323,363

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Capitalised Software Product costs

Schedule 6

A. Investments-Long Term (At Cost)

Unquoted Shares (fully paid equity shares)

B. Current Investments

Schedule 5

Opening Balance 115,072 106,897

Add: Cost Capitalised During the Year 40,408 54,412

Less:Amortised during the Year 59,023 46,237

Investments in Subsidiary Companies

Autopartsasia Private Ltd 34,921 34,921

30,128 (30,128 ) Equity shares of Rs 10/- each

TAKE United Sdn Bhd(Formerly Known as Millennium Business Solutions Sdn Bhd) Malaysia 26,489 26,489

2,097,499 (2,097,499 ) Equity shares of RM 1 each

TAKE Solutions Inc USA 501,132 501,132

11,400,000 (11,400,000) Equity shares of US $ 1 each

TOWELL TAKE Solutions LLC - 9,137

Nil (76,500) Equity Shares of Omani Riyal 1 each

CMNK Consultancy & Services Pvt.Ltd 499,100 499,100

5,000,000 (5,000,000) equity shares of Rs.10/- each

TOWELL TAKE Investments LLC 8,602 -

76,500 (Nil) Equity Shares of Omani Riyal 1 each

UTI Mutual Fund 63,363 -

(No. of units purchased - 63344.938)

10.5% Secured, Redeemable Non-Convertible Debentures of Shriram Transport Finance

Company Limited 260,000 -

Investments in Fixed Deposits of Company - 92,500

Market Value of Quoted Investments -

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Page 63: Content & design by WYATT (info@wyatt.co.in) · 2013-12-16 · World Golf Championship for corporate teams. The TAKE Solutions World Corporate Golf Challenge - India is the only qualifying

Schedules to and forming part of Balance Sheet as at

60 Annual Report 2008-09 61TAKE Solutions Limited

Schedules to and forming part of Balance Sheet as at

155,480 161,309

96,457 115,072

A 1,070,244 1,070,779

Non - Trade Investments - quoted (valued at lower of cost or market value)

Non - Trade Investments - unquoted (valued at lower of cost or market value)

B 323,363 92,500

A + B 1,393,607 1,163,279

323,363

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Capitalised Software Product costs

Schedule 6

A. Investments-Long Term (At Cost)

Unquoted Shares (fully paid equity shares)

B. Current Investments

Schedule 5

Opening Balance 115,072 106,897

Add: Cost Capitalised During the Year 40,408 54,412

Less:Amortised during the Year 59,023 46,237

Investments in Subsidiary Companies

Autopartsasia Private Ltd 34,921 34,921

30,128 (30,128 ) Equity shares of Rs 10/- each

TAKE United Sdn Bhd(Formerly Known as Millennium Business Solutions Sdn Bhd) Malaysia 26,489 26,489

2,097,499 (2,097,499 ) Equity shares of RM 1 each

TAKE Solutions Inc USA 501,132 501,132

11,400,000 (11,400,000) Equity shares of US $ 1 each

TOWELL TAKE Solutions LLC - 9,137

Nil (76,500) Equity Shares of Omani Riyal 1 each

CMNK Consultancy & Services Pvt.Ltd 499,100 499,100

5,000,000 (5,000,000) equity shares of Rs.10/- each

TOWELL TAKE Investments LLC 8,602 -

76,500 (Nil) Equity Shares of Omani Riyal 1 each

UTI Mutual Fund 63,363 -

(No. of units purchased - 63344.938)

10.5% Secured, Redeemable Non-Convertible Debentures of Shriram Transport Finance

Company Limited 260,000 -

Investments in Fixed Deposits of Company - 92,500

Market Value of Quoted Investments -

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6362 Annual Report 2008-09 TAKE Solutions Limited

Schedules to Profit & Loss Account for the year ended

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 8

Current Liabilities and Provisions

Provisions

Schedule 9

Other Income

Schedule 10

Employee Cost

350,724 258,423

36,815 8,587

128,754 99,518

Sundry Creditors - due to other than micro and small & medium enterprises

(refer Note 2(j) in schedule 12) 46,180 141,368

Unclaimed Dividend 408 -

Other Liabilities # 165,795 8,838

# Included under Other Liabilities is Rs. 2,365/- (Rs.8,838/-) payable to subsidiary companies

Deferred Revenue 267 301

Provision For Taxation 96,831 68,101

Provision For Fringe Benefit Tax 6,049 3,998

Provision for Employee Benefits 6,739 4,825

Provision for Equity Dividend 24,000 24,000

Provision for Preference Dividend 252 2,455

Provision for Dividend Distribution Tax 4,203 4,537

Dividend Income 2,772 2,124

Interest Income* 8,764 5,855

*[Tax Deducted at Source Rs. 1,750 (Rs.1,343)]

Foreign Exchange Fluctuation Gain (Net) 24,654 -

Miscellaneous Income 625 608

Salaries & other Allowances 111,558 87,290

Staff Welfare 9,605 7,743

Contribution to PF and Other Funds 3,599 2,849

Other Employee Benefits 3,992 1,636

Schedules to and forming part of Balance Sheet as at

Inventories 2,264 931

Debts due for more than Six months

Considered Good 7,507 45,007

Considered Doubtful 2,473 -

Other Debts - considered Good 106,287 251,237

Less: Provision for doubtful debts (2,473) -

Cash on Hand 14 99

in Current Accounts * 95,383 376,053

in Fixed Deposits - 3

Bank of America, USA 494 269

a) Advances recoverable in cash or in kind or for value to 217,121 275,177

be received @

b) Deposits 11,203 27,170

c) Other Receivables # 978,863 507,498

* Balances with scheduled banks in current account include the balance of ESOP

Trust of Rs.244/-(Rs. 5/-)

@ Included under Advances is Rs. 62,190/- (Nil) receivable from a subsidiary company

# Included under Other Receivables is Rs. 978,863/- (Rs.474,663/-) receivable from

subsidiary companies

# Included under Other Receivables is Rs. Nil (Rs. 172/-) receivable from holding company

Bank of America, USA 627 63,991

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Sundry Debtors-(Unsecured)

113,794 296,244

Cash and Bank Balances

Loans and Advances (Unsecured -Considered good)

1,419,136 1,483,444

Maximum Balances during the year with Non-scheduled Bank

Current Assets, Loans and Advances

Current Assets

Schedule 7

Balances with Scheduled Banks

Balance with Foreign Banks in Current Account

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6362 Annual Report 2008-09 TAKE Solutions Limited

Schedules to Profit & Loss Account for the year ended

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 8

Current Liabilities and Provisions

Provisions

Schedule 9

Other Income

Schedule 10

Employee Cost

350,724 258,423

36,815 8,587

128,754 99,518

Sundry Creditors - due to other than micro and small & medium enterprises

(refer Note 2(j) in schedule 12) 46,180 141,368

Unclaimed Dividend 408 -

Other Liabilities # 165,795 8,838

# Included under Other Liabilities is Rs. 2,365/- (Rs.8,838/-) payable to subsidiary companies

Deferred Revenue 267 301

Provision For Taxation 96,831 68,101

Provision For Fringe Benefit Tax 6,049 3,998

Provision for Employee Benefits 6,739 4,825

Provision for Equity Dividend 24,000 24,000

Provision for Preference Dividend 252 2,455

Provision for Dividend Distribution Tax 4,203 4,537

Dividend Income 2,772 2,124

Interest Income* 8,764 5,855

*[Tax Deducted at Source Rs. 1,750 (Rs.1,343)]

Foreign Exchange Fluctuation Gain (Net) 24,654 -

Miscellaneous Income 625 608

Salaries & other Allowances 111,558 87,290

Staff Welfare 9,605 7,743

Contribution to PF and Other Funds 3,599 2,849

Other Employee Benefits 3,992 1,636

Schedules to and forming part of Balance Sheet as at

Inventories 2,264 931

Debts due for more than Six months

Considered Good 7,507 45,007

Considered Doubtful 2,473 -

Other Debts - considered Good 106,287 251,237

Less: Provision for doubtful debts (2,473) -

Cash on Hand 14 99

in Current Accounts * 95,383 376,053

in Fixed Deposits - 3

Bank of America, USA 494 269

a) Advances recoverable in cash or in kind or for value to 217,121 275,177

be received @

b) Deposits 11,203 27,170

c) Other Receivables # 978,863 507,498

* Balances with scheduled banks in current account include the balance of ESOP

Trust of Rs.244/-(Rs. 5/-)

@ Included under Advances is Rs. 62,190/- (Nil) receivable from a subsidiary company

# Included under Other Receivables is Rs. 978,863/- (Rs.474,663/-) receivable from

subsidiary companies

# Included under Other Receivables is Rs. Nil (Rs. 172/-) receivable from holding company

Bank of America, USA 627 63,991

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Sundry Debtors-(Unsecured)

113,794 296,244

Cash and Bank Balances

Loans and Advances (Unsecured -Considered good)

1,419,136 1,483,444

Maximum Balances during the year with Non-scheduled Bank

Current Assets, Loans and Advances

Current Assets

Schedule 7

Balances with Scheduled Banks

Balance with Foreign Banks in Current Account

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1964 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Balance Sheet as at

Amount in Rs. '000

PARTICULARS 31.03.2009 31.03.2008

Schedule 11

Operation & Other Expenses

Audit Fees 1,001 1,071

Bad Debts 9,046 8,528

Bank Charges 146 3,571

Books & Periodicals 35 23

Brokerage & Commission 79 -

Communication Expenses 5,494 3,390

Computer Expenses 558 1,799

Conveyance 1,594 1,073

Domestic Travel - Director 1,757 1,404

Domestic Travel - Others 4,696 2,433

Charity (CSR) 1,250 -

Electricity Charges 5,436 5,804

Foreign Travel - Director 3,090 1,967

Foreign Travel - Others 6,605 4,218

Insurance 762 347

Loss on Discarding of Asset 276 -

Marketing Expenses 12,658 11,877

Meeting & Conference 424 264

Miscellaneous Write Off 144 324

Office Expenses 575 29

Postage , Telegram & Courier Exp. 1,256 457

Printing & Stationery 2,446 1,121

Professional Charges - Others 43,973 1,414

Rent, Rates & Taxes 17,230 12,640

Repairs & Maintenance 6,612 3,570

Security Expenses 464 433

Subscription Charges 316 106

IT - Infrastructure & Support Services 57,974 55,927

Supply Chain Management Expenses - 11,121

Software & Consultancy Expenses 76,412 280,954

Foreign Exchange Fluctuation Loss - 2,294

Total 262,309 418,159

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6518 Annual Report 2008-09 TAKE Solutions Limited

1. Significant Accounting Policies and Notes on Accounts

AS-1: Disclosure of Accounting Policies

Basis of preparation of financial statements

Use of Estimates

AS-2: Valuation of Inventories

AS-3: Cash Flow Statement

The financial statements have been prepared to comply

in all material respects with the mandatory Accounting

Standards issued by the Institute of Chartered

Accountants of India (ICAI) and the relevant provisions

of the Companies Act, 1956. The financial statements

have been prepared under the historical cost convention

on the accrual basis of accounting except for certain

financial instruments which are measured at fair values.

The accounting policies have been consistently applied

by the Company and are consistent with those used

during the previous year.

Pursuant to the ICAI announcement “Accounting for

Derivatives” on the early adoption of Accounting

Standard AS 30 “Financial Instruments: Recognition and

Measurement”, the Company has adopted the standard

for the year under audit, to the extent that the adoption

does not conflict with existing mandatory Accounting

Standards and other authoritative pronouncements,

Company law and other regulatory requirements.

The presentation of financial statements in conformity

with generally accepted accounting principles requires

management to make estimates and assumptions that

affect the amounts reported in the financial statements

and accompanying notes. Although these estimates are

based on management's best knowledge of current

events and actions the Company may undertake in

future, actual results ultimately may differ from the

estimates. Any revision to accounting estimates is

recognised prospectively in future periods.

Inventories are valued at the lower of cost measured on

Weighted Average basis or net realisable value. Cost

includes, purchase price and all other costs like duties &

taxes incurred in bringing the inventories to the present

location.

Cash flows are reported using the Indirect Method,

whereby net profit before tax is adjusted for the effects of

transactions of a non-cash nature and any deferrals or

accruals of past or future cash receipts or payments. The

cash flows from regular revenue generating, investing

and financing activities of the Company are segregated.

The Cash flow statement forms part of the financial

Statements.

AS-4: Contingencies and events occurring after the Balance

Sheet date

AS-5: Net Profit or Loss for the period, prior period items and

changes in accounting policies

Nil

AS-6: Depreciation Accounting

AS-7: Accounting for Construction Contracts

AS-8: Accounting for Research and Development

AS-9: Revenue Recognition

1. Software & Consultancy Revenue

a) Contingencies occurring after balance sheet

date – Nil

b) Events occurring after Balance Sheet Date:

The Company has redeemed 4,406,000 5% Non-

Cumulative Preference Shares of Rs. 10 each held by

its Holding Company TAKE Solutions Pte Ltd at par

on 16.04.2009.

(a)

All items of income and expenses in the year are

included in the determination of net profit for the

year, unless specifically mentioned elsewhere in the

financial statements or is required by an Accounting

Standard.

(b)

(c)

There are no significant changes in the accounting

policies of the Company from that of the previous

year.

(d)

There are no significant changes in the accounting

estimates of the Company from that of the previous

year.

Fixed assets are depreciated on Straight Line Method

(SLM) at the rates and in the manner prescribed under

Schedule XIV to the Companies Act, 1956. For the assets

acquired during the year, depreciation has been charged

on pro-rata basis.

The above Standard is not applicable to the Company, as

it is not engaged in the business of construction.

This standard has been withdrawn with effect from 1-4-

2003 consequent to the introduction of Accounting

Standard AS-26 on Accounting for Intangible Assets.

The Contracts between the Company and its customers

Net profit for the year:

Prior period items:

Accounting policies:

Accounting Estimates:

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009 Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

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66 Annual Report 2008-09 67TAKE Solutions Limited

e)

(i) Divestments in Subsidiary Companies:

During the year, the Company has transferred its

entire holding in TOWELL TAKE Solutions LLC., to

TAKE Solutions MEA Ltd, Dubai, for a total

Divestments consideration of Rs. 91,36,690.

(ii) Other Divestments:

During the year, the Company has redeemed the

fixed deposits with Shriram City Union Finance

Limited for Rs. 9,25,00,000.

Note: During the year, the Company has purchased and sold the following investments.

S. No PURCHASE SALE

Units Value in000’s 000’s

1 IDFC Floating Rate Fund-LT-Inst 4,517,389.40 45,199 4,517,389.40 45,199

2 IDFC- Liquid plus Daily Dividend 3,268,472.62 32,703 3,268,472.62 32,703

3 AIG India Liquid Fund Retail Daily Dividend 20,138.22 20,154 20,138.22 20,154

4 HDFC Cash Management Fund-Savings Plus 5,020,517.12 50,363 5,020,517.12 50,363

5 IDFC Liquid Plus Fund- Treasury 597,222.56 6,014 597,222.56 6,014

6 UTI- liquid plus fund institutional plan 70,960.53 70,976 70,960.53 70,976

Units Value in

Plan B-Daily Dividend.

Plan-Wholesale-Daily Dividend

Plan-Daily Dividend

[daily dividend option]-Reinvestment

AS 14: Accounting for Amalgamation

AS-15: Accounting for Retirement benefits

a. Provident Fund

During the year, no amalgamation has taken place.

The Company makes contribution to statutory

provident fund in accordance with Employees

Provident Fund and Miscellaneous Provisions Act,

1952 which is a defined contribution plan and

contribution paid or payable is recognized as an

expense in the period in which the services are

rendered by the employee.

Gratuity is a defined benefit scheme and is accrued

based on actuarial valuations at the balance sheet

date, carried out by an independent actuary.

Provision for leave encashment benefits is made

based on the actuarial valuation as at the Balance

Sheet Date.

The Following table sets out status of the gratuity plan

as required under AS 15 (Revised)

b. Gratuity

c. Leave Encashment

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

are either time and material contracts or fixed price

contracts.

a) Revenue from fixed-price contracts is recognised

according to the milestones achieved as specified in the

contracts on the Proportionate Completion Method

based on the work completed. Any anticipated losses

expected upon the contract completion are recognized

immediately. Changes in job performance, conditions

and estimated profitability may result in revisions and

corresponding revenues and costs are recognized in the

year in which such changes are identified.

b) In respect of time and material contract, revenue is

recognized in the year in which the services are

provided. Unbilled revenue represents cost and earnings

in excess of billings while deferred revenue represents

the billing in excess of cost and earnings.

c) Revenue from product sale and licensing

arrangements are recognized on delivery and

installation.

Income from sale of IT Infrastructure is recognized upon

completion of sale. Income from Support Services is

recognized upon rendering of the services. Income from

maintenance contracts relating to the year is recognized

when the contracts are entered into on a time

proportionate basis.

(a) Interest income is recognized using time proportion

method based on rates implicit in the transaction.

(b) Dividend income is recognized when the

Company's right to receive dividend is established.

(c) Miscellaneous income is recognized on accrual

basis.

Fixed Assets are stated at cost, less accumulated

depreciation. Fixed assets are capitalised at acquisition

cost, which comprises of freight, installation cost, duties,

taxes, and other directly attributable cost of bringing the

assets to its working condition for the intended use.

a) - All monetary items denominated in

foreign currency are reflected at the closing exchange

rates prevailing on the Balance Sheet date; the resultant

exchange differences are recognized in the profit and

loss account. Non-monetary items which are carried in

2. Sale of IT Infrastructure and Support Services

3. Other Incomes

AS-10: Accounting for Fixed Assets

AS-11: Accounting for effects in foreign exchange rates

Conversion

terms of historical cost denominated in a foreign currency

are reported using the exchange rate at the date of the

transaction.

b) - Income and Expenditure items

involving foreign exchange are translated at the

exchange rate prevailing on the dates of transaction.

c) - Exchange differences arising

on foreign exchange transactions settled during the year

are recognized in the Profit & Loss Account for the year.

d) – The financial statements of an

integral foreign operation are translated as if the

transactions of the foreign operation have been those of

the Company itself.

For the above accounting year, the above Standard is not

applicable.

a) Long-term investments are carried at cost. Cost

comprises of transfer fee, stamp paper, brokerage etc.

Cost of investments in overseas subsidiaries

comprises the consideration paid for the investment

translated in rupee terms. Any decline in the value of

the long-term investments, other than a temporary

decline, is recognized and charged to the Profit &

Loss Account.

b) Current Investments are carried at the lower of cost

(determined on the specific identification basis) and

fair value. The comparison of cost and fair value is

carried out separately in respect of each investment.

c) Profit or loss on sale of investments is determined on

the specific identification basis.

d)

(i) Investments in Subsidiary Companies:

During the year the Company has subscribed to

76,500 Equity Shares of OMR one each in

TOWELL TAKE Investments LLC., Muscat for a total

consideration of Rs. 86, 02,343.

(ii) Other Investments:

During the year the Company has bought 260,

10.50% Secured, Listed, Redeemable, Non

Convertible Debentures of Rs. 10 lakhs each at par

issued by Shriram Transport Finance Company

Limited on private placement for a total consideration

Rs. 260,000,000.

Initial Recognition

Exchange Differences

Foreign Operations

AS-12: Accounting for Government Grants

AS-13: Accounting for Investments

Investments made during the year:

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66 Annual Report 2008-09 67TAKE Solutions Limited

e)

(i) Divestments in Subsidiary Companies:

During the year, the Company has transferred its

entire holding in TOWELL TAKE Solutions LLC., to

TAKE Solutions MEA Ltd, Dubai, for a total

Divestments consideration of Rs. 91,36,690.

(ii) Other Divestments:

During the year, the Company has redeemed the

fixed deposits with Shriram City Union Finance

Limited for Rs. 9,25,00,000.

Note: During the year, the Company has purchased and sold the following investments.

S. No PURCHASE SALE

Units Value in000’s 000’s

1 IDFC Floating Rate Fund-LT-Inst 4,517,389.40 45,199 4,517,389.40 45,199

2 IDFC- Liquid plus Daily Dividend 3,268,472.62 32,703 3,268,472.62 32,703

3 AIG India Liquid Fund Retail Daily Dividend 20,138.22 20,154 20,138.22 20,154

4 HDFC Cash Management Fund-Savings Plus 5,020,517.12 50,363 5,020,517.12 50,363

5 IDFC Liquid Plus Fund- Treasury 597,222.56 6,014 597,222.56 6,014

6 UTI- liquid plus fund institutional plan 70,960.53 70,976 70,960.53 70,976

Units Value in

Plan B-Daily Dividend.

Plan-Wholesale-Daily Dividend

Plan-Daily Dividend

[daily dividend option]-Reinvestment

AS 14: Accounting for Amalgamation

AS-15: Accounting for Retirement benefits

a. Provident Fund

During the year, no amalgamation has taken place.

The Company makes contribution to statutory

provident fund in accordance with Employees

Provident Fund and Miscellaneous Provisions Act,

1952 which is a defined contribution plan and

contribution paid or payable is recognized as an

expense in the period in which the services are

rendered by the employee.

Gratuity is a defined benefit scheme and is accrued

based on actuarial valuations at the balance sheet

date, carried out by an independent actuary.

Provision for leave encashment benefits is made

based on the actuarial valuation as at the Balance

Sheet Date.

The Following table sets out status of the gratuity plan

as required under AS 15 (Revised)

b. Gratuity

c. Leave Encashment

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

are either time and material contracts or fixed price

contracts.

a) Revenue from fixed-price contracts is recognised

according to the milestones achieved as specified in the

contracts on the Proportionate Completion Method

based on the work completed. Any anticipated losses

expected upon the contract completion are recognized

immediately. Changes in job performance, conditions

and estimated profitability may result in revisions and

corresponding revenues and costs are recognized in the

year in which such changes are identified.

b) In respect of time and material contract, revenue is

recognized in the year in which the services are

provided. Unbilled revenue represents cost and earnings

in excess of billings while deferred revenue represents

the billing in excess of cost and earnings.

c) Revenue from product sale and licensing

arrangements are recognized on delivery and

installation.

Income from sale of IT Infrastructure is recognized upon

completion of sale. Income from Support Services is

recognized upon rendering of the services. Income from

maintenance contracts relating to the year is recognized

when the contracts are entered into on a time

proportionate basis.

(a) Interest income is recognized using time proportion

method based on rates implicit in the transaction.

(b) Dividend income is recognized when the

Company's right to receive dividend is established.

(c) Miscellaneous income is recognized on accrual

basis.

Fixed Assets are stated at cost, less accumulated

depreciation. Fixed assets are capitalised at acquisition

cost, which comprises of freight, installation cost, duties,

taxes, and other directly attributable cost of bringing the

assets to its working condition for the intended use.

a) - All monetary items denominated in

foreign currency are reflected at the closing exchange

rates prevailing on the Balance Sheet date; the resultant

exchange differences are recognized in the profit and

loss account. Non-monetary items which are carried in

2. Sale of IT Infrastructure and Support Services

3. Other Incomes

AS-10: Accounting for Fixed Assets

AS-11: Accounting for effects in foreign exchange rates

Conversion

terms of historical cost denominated in a foreign currency

are reported using the exchange rate at the date of the

transaction.

b) - Income and Expenditure items

involving foreign exchange are translated at the

exchange rate prevailing on the dates of transaction.

c) - Exchange differences arising

on foreign exchange transactions settled during the year

are recognized in the Profit & Loss Account for the year.

d) – The financial statements of an

integral foreign operation are translated as if the

transactions of the foreign operation have been those of

the Company itself.

For the above accounting year, the above Standard is not

applicable.

a) Long-term investments are carried at cost. Cost

comprises of transfer fee, stamp paper, brokerage etc.

Cost of investments in overseas subsidiaries

comprises the consideration paid for the investment

translated in rupee terms. Any decline in the value of

the long-term investments, other than a temporary

decline, is recognized and charged to the Profit &

Loss Account.

b) Current Investments are carried at the lower of cost

(determined on the specific identification basis) and

fair value. The comparison of cost and fair value is

carried out separately in respect of each investment.

c) Profit or loss on sale of investments is determined on

the specific identification basis.

d)

(i) Investments in Subsidiary Companies:

During the year the Company has subscribed to

76,500 Equity Shares of OMR one each in

TOWELL TAKE Investments LLC., Muscat for a total

consideration of Rs. 86, 02,343.

(ii) Other Investments:

During the year the Company has bought 260,

10.50% Secured, Listed, Redeemable, Non

Convertible Debentures of Rs. 10 lakhs each at par

issued by Shriram Transport Finance Company

Limited on private placement for a total consideration

Rs. 260,000,000.

Initial Recognition

Exchange Differences

Foreign Operations

AS-12: Accounting for Government Grants

AS-13: Accounting for Investments

Investments made during the year:

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68 Annual Report 2008-09 69TAKE Solutions Limited

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS

Liability recognized in the balance sheet 4,715,183

VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:

Expenses recognized in the statement of profit and loss 1,614,775

VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET

Closing net liability 4,715,183

IX. AMOUNT FOR THE CURRENT PERIOD

X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)

Present value of the obligation 4,715,183

Fair value of plan assets 0

Difference 4,715,183

Unrecognised transitional liability 0

Unrecognised past service cost - non vested benefits 0

Current service cost 1,552,790

Interest Cost 262,696

Expected return on plan assets 0

Net actuarial (gain)/loss recognised in the year -200,711

Transitional Liability recognised in the year 0

Past service cost - non-vested benefits 0

Past service cost - vested benefits 0

Opening net liability 3,467,000

Expense as above 1,614,775

Contribution paid -366,592

Present Value of obligation 4,715,183

Plan Assets 0

Surplus (Deficit) -4,715,183

Experience adjustments on plan liabilities -(loss)/gain 200,711

Experience adjustments on plan assets -(loss)/gain 0

Government of India Securities 0.00%

State Government Securities 0.00%

High Quality Corporate Bonds 0.00%

Equity shares of listed companies 0.00%

Property 0.00%

Special Deposit Scheme 0.00%

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

I. PRINCIPAL ACTUARIAL ASSUMPTIONS

01/ 04/2008 31/ 03/ 2009

II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) - In Rs.

PVO as at the beginning of the period 3,467,000

PVO as at the end of the period 4,715,183

III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -

RECONCILIATION OF OPENING AND CLOSING BALANCES:

Fair value of plan assets as at the beginning of the period 0

Fair value of plan assets as at the end of the period 0

IV. ACTUAL RETURN ON PLAN ASSETS

Expected return on plan assets 0

Actuarial gain (loss) on plan assets 0

Actual return on plan assets 0

V. ACTUARIAL GAIN / LOSS RECOGNIZED

Actuarial (gain) / loss recognized in the period -200,711

[Expressed as weighted averages]

Discount Rate 8.00% 8.00%

Salary escalation rate 6.00% 6.00%

Attrition rate 1.00% 1.00%

Expected rate of return on Plan Assets 0.00% 0.00%

Interest Cost 262,696

Current service cost 1,552,790

Past service cost - (non vested benefits) 0

Past service cost - (vested benefits) 0

Benefits paid -366,592

Actuarial loss/(gain) on obligation (balancing figure) -200,711

Expected return on plan assets 0

Contributions 366,592

Benefits paid -366,592

Actuarial gain/(loss) on plan assets [balancing figure] 0

Actuarial gain / (loss) for the period - Obligation 200,711

Actuarial gain / (loss) for the period- Plan Assets 0

Total (gain) / loss for the period -200,711

Unrecognized actuarial (gain) / loss at the end of the year 0

RECONCILIATION OF OPENING AND CLOSING BALANCES:

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68 Annual Report 2008-09 69TAKE Solutions Limited

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS

Liability recognized in the balance sheet 4,715,183

VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:

Expenses recognized in the statement of profit and loss 1,614,775

VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET

Closing net liability 4,715,183

IX. AMOUNT FOR THE CURRENT PERIOD

X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)

Present value of the obligation 4,715,183

Fair value of plan assets 0

Difference 4,715,183

Unrecognised transitional liability 0

Unrecognised past service cost - non vested benefits 0

Current service cost 1,552,790

Interest Cost 262,696

Expected return on plan assets 0

Net actuarial (gain)/loss recognised in the year -200,711

Transitional Liability recognised in the year 0

Past service cost - non-vested benefits 0

Past service cost - vested benefits 0

Opening net liability 3,467,000

Expense as above 1,614,775

Contribution paid -366,592

Present Value of obligation 4,715,183

Plan Assets 0

Surplus (Deficit) -4,715,183

Experience adjustments on plan liabilities -(loss)/gain 200,711

Experience adjustments on plan assets -(loss)/gain 0

Government of India Securities 0.00%

State Government Securities 0.00%

High Quality Corporate Bonds 0.00%

Equity shares of listed companies 0.00%

Property 0.00%

Special Deposit Scheme 0.00%

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

I. PRINCIPAL ACTUARIAL ASSUMPTIONS

01/ 04/2008 31/ 03/ 2009

II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) - In Rs.

PVO as at the beginning of the period 3,467,000

PVO as at the end of the period 4,715,183

III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -

RECONCILIATION OF OPENING AND CLOSING BALANCES:

Fair value of plan assets as at the beginning of the period 0

Fair value of plan assets as at the end of the period 0

IV. ACTUAL RETURN ON PLAN ASSETS

Expected return on plan assets 0

Actuarial gain (loss) on plan assets 0

Actual return on plan assets 0

V. ACTUARIAL GAIN / LOSS RECOGNIZED

Actuarial (gain) / loss recognized in the period -200,711

[Expressed as weighted averages]

Discount Rate 8.00% 8.00%

Salary escalation rate 6.00% 6.00%

Attrition rate 1.00% 1.00%

Expected rate of return on Plan Assets 0.00% 0.00%

Interest Cost 262,696

Current service cost 1,552,790

Past service cost - (non vested benefits) 0

Past service cost - (vested benefits) 0

Benefits paid -366,592

Actuarial loss/(gain) on obligation (balancing figure) -200,711

Expected return on plan assets 0

Contributions 366,592

Benefits paid -366,592

Actuarial gain/(loss) on plan assets [balancing figure] 0

Actuarial gain / (loss) for the period - Obligation 200,711

Actuarial gain / (loss) for the period- Plan Assets 0

Total (gain) / loss for the period -200,711

Unrecognized actuarial (gain) / loss at the end of the year 0

RECONCILIATION OF OPENING AND CLOSING BALANCES:

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7170 Annual Report 2008-09 TAKE Solutions Limited

V. ACTUARIAL GAIN / LOSS RECOGNIZED

Actuarial (gain) / loss recognized in the period 466,734

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS

Liability recognized in the balance sheet 2,024,034

VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:

Expenses recognized in the statement of profit and loss 1,104,335

VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET

Closing net liability 2,024,034

IX. AMOUNT FOR THE CURRENT PERIOD

Actuarial gain / (loss) for the period - Obligation -466,734

Actuarial gain / (loss) for the period- Plan Assets 0

Total (gain) / loss for the period 466,734

Unrecognized actuarial (gain) / loss at the end of the year 0

Present value of the obligation 2,024,034

Fair value of plan assets 0

Difference 2,024,034

Unrecognised transitional liability 0

Unrecognised past service cost - non vested benefits 0

Current service cost 546,493

Interest Cost 91,108

Expected return on plan assets 0

Net actuarial (gain)/loss recognised in the year 466,734

Transitional Liability recognised in the year 0

Past service cost - non-vested benefits 0

Past service cost - vested benefits 0

Opening net liability 1,358,000

Expense as above 1,104,335

Contribution paid -438,301

Present Value of obligation 2,024,034

Plan Assets 0

Surplus (Deficit) -2,024,034

Experience adjustments on plan liabilities -(loss)/gain -466,734

Experience adjustments on plan assets -(loss)/gain 0

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Funds managed by Insurer 0.00%

Others (to specify) 0.00%

Total 0.00%

The Following table sets out status of the Leave Encashment as required under AS 15 (Revised)

XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0

I. PRINCIPAL ACTUARIAL ASSUMPTIONS

[Expressed as weighted averages] 01/04/2008 31/03/2009

II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) -

RECONCILIATION OF OPENING AND CLOSING BALANCES: In Rs.

PVO as at the beginning of the period 1,358,000

PVO as at the end of the period 2,024,034

III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -

RECONCILIATION OF OPENING AND CLOSING BALANCES:

Fair value of plan assets as at the beginning of the period 0

Fair value of plan assets as at the end of the period 0

IV. ACTUAL RETURN ON PLAN ASSETS

Discount Rate 8.00% 8.00%

Salary escalation rate 6.00% 6.00%

Attrition rate 1.00% 1.00%

Expected rate of return on Plan Assets 0.00% 0.00%

Interest Cost 91,108

Current service cost 546,493

Past service cost - (non vested benefits) 0

Past service cost - (vested benefits) 0

Benefits paid -438,301

Actuarial loss/(gain) on obligation (balancing figure) 466,734

Expected return on plan assets 0

Contributions 438,301

Benefits paid -438,301

Actuarial gain/(loss) on plan assets [balancing figure] 0

Expected return on plan assets 0

Actuarial gain (loss) on plan assets 0

Actual return on plan assets 0

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7170 Annual Report 2008-09 TAKE Solutions Limited

V. ACTUARIAL GAIN / LOSS RECOGNIZED

Actuarial (gain) / loss recognized in the period 466,734

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND RELATED ANALYSIS

Liability recognized in the balance sheet 2,024,034

VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS:

Expenses recognized in the statement of profit and loss 1,104,335

VIII. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET

Closing net liability 2,024,034

IX. AMOUNT FOR THE CURRENT PERIOD

Actuarial gain / (loss) for the period - Obligation -466,734

Actuarial gain / (loss) for the period- Plan Assets 0

Total (gain) / loss for the period 466,734

Unrecognized actuarial (gain) / loss at the end of the year 0

Present value of the obligation 2,024,034

Fair value of plan assets 0

Difference 2,024,034

Unrecognised transitional liability 0

Unrecognised past service cost - non vested benefits 0

Current service cost 546,493

Interest Cost 91,108

Expected return on plan assets 0

Net actuarial (gain)/loss recognised in the year 466,734

Transitional Liability recognised in the year 0

Past service cost - non-vested benefits 0

Past service cost - vested benefits 0

Opening net liability 1,358,000

Expense as above 1,104,335

Contribution paid -438,301

Present Value of obligation 2,024,034

Plan Assets 0

Surplus (Deficit) -2,024,034

Experience adjustments on plan liabilities -(loss)/gain -466,734

Experience adjustments on plan assets -(loss)/gain 0

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Funds managed by Insurer 0.00%

Others (to specify) 0.00%

Total 0.00%

The Following table sets out status of the Leave Encashment as required under AS 15 (Revised)

XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0

I. PRINCIPAL ACTUARIAL ASSUMPTIONS

[Expressed as weighted averages] 01/04/2008 31/03/2009

II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO) -

RECONCILIATION OF OPENING AND CLOSING BALANCES: In Rs.

PVO as at the beginning of the period 1,358,000

PVO as at the end of the period 2,024,034

III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -

RECONCILIATION OF OPENING AND CLOSING BALANCES:

Fair value of plan assets as at the beginning of the period 0

Fair value of plan assets as at the end of the period 0

IV. ACTUAL RETURN ON PLAN ASSETS

Discount Rate 8.00% 8.00%

Salary escalation rate 6.00% 6.00%

Attrition rate 1.00% 1.00%

Expected rate of return on Plan Assets 0.00% 0.00%

Interest Cost 91,108

Current service cost 546,493

Past service cost - (non vested benefits) 0

Past service cost - (vested benefits) 0

Benefits paid -438,301

Actuarial loss/(gain) on obligation (balancing figure) 466,734

Expected return on plan assets 0

Contributions 438,301

Benefits paid -438,301

Actuarial gain/(loss) on plan assets [balancing figure] 0

Expected return on plan assets 0

Actuarial gain (loss) on plan assets 0

Actual return on plan assets 0

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7372 Annual Report 2008-09 TAKE Solutions Limited

Primary Segment Information (Business Segment)

(Amount in Rs. '000)

Business Segment Total

Particulars Software Products and Sale of IT Infrastructure & Others

Consultancy Services Support Services

528,809 61,091 589,900

197,005 3,115 200,120

36,815

69,395

14,008

25,920

127,612

Secondary Segment Information (Geographic Segment):

(Amount in Rs.’000)

Revenues For the year ended For the year ended

31st March, 2009 31st March, 2008

Revenue -

(802,219) (61,031) (11,057) (874,307)

Segment Result -

(385,522) (5,104) (210) (390,836)

Unallocated Corporate Income

(8,587)

Unallocated Corporate Expenses

(86,283)

Interest Expense

(42,414)

Tax Expense

(64,250)

Net Profit after Tax Expense

(206,476)

India 329,211 322,238

USA 253,613 479,108

Rest of the World 7,076 72,961

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)

XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0

Government of India Securities 0.00%

State Government Securities 0.00%

High Quality Corporate Bonds 0.00%

Equity shares of listed companies 0.00%

Property 0.00%

Special Deposit Scheme 0.00%

Funds managed by Insurer 0.00%

Others (to specify) 0.00%

Total 0.00%

AS-16: Borrowing Cost

AS-17: Segment Reporting

Borrowing Cost on qualifying asset is commenced for

capitalisation when the expenditure on Qualifying asset

and borrowing cost are incurred. Further capitalisation

ceases, when all activities necessary for making assets

ready for intended use are substantially complete. For

the year ended March 31, 2009, no borrowing cost has

been capitalised.

The Company has identified Business Segment as its

Primary segment and Geographic segment as its

Secondary segment. The Company has identified

Software Products & Consultancy Services and Sale of IT

Infrastructure and Support Services as the reportable

business segment of the Company for the year.

Geographical segment information is disclosed based on

the location of customers.

Revenues and Expenses that are directly identifiable with

the Segments have been disclosed accordingly. Certain

Income and Expenses which are not specifically

allocable to individual segments have been disclosed as

“Unallocated Corporate Income” and “Unallocated

Corporate Expenses” respectively.

The assets of the Company are used interchangeably

between segments and the management believes that it is

currently not practical to provide segment disclosures

relating to total assets and liabilities since a meaningful

segregation is not possible.

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7372 Annual Report 2008-09 TAKE Solutions Limited

Primary Segment Information (Business Segment)

(Amount in Rs. '000)

Business Segment Total

Particulars Software Products and Sale of IT Infrastructure & Others

Consultancy Services Support Services

528,809 61,091 589,900

197,005 3,115 200,120

36,815

69,395

14,008

25,920

127,612

Secondary Segment Information (Geographic Segment):

(Amount in Rs.’000)

Revenues For the year ended For the year ended

31st March, 2009 31st March, 2008

Revenue -

(802,219) (61,031) (11,057) (874,307)

Segment Result -

(385,522) (5,104) (210) (390,836)

Unallocated Corporate Income

(8,587)

Unallocated Corporate Expenses

(86,283)

Interest Expense

(42,414)

Tax Expense

(64,250)

Net Profit after Tax Expense

(206,476)

India 329,211 322,238

USA 253,613 479,108

Rest of the World 7,076 72,961

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

X. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE OF TOTAL PLAN ASSETS)

XI. ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR 0

Government of India Securities 0.00%

State Government Securities 0.00%

High Quality Corporate Bonds 0.00%

Equity shares of listed companies 0.00%

Property 0.00%

Special Deposit Scheme 0.00%

Funds managed by Insurer 0.00%

Others (to specify) 0.00%

Total 0.00%

AS-16: Borrowing Cost

AS-17: Segment Reporting

Borrowing Cost on qualifying asset is commenced for

capitalisation when the expenditure on Qualifying asset

and borrowing cost are incurred. Further capitalisation

ceases, when all activities necessary for making assets

ready for intended use are substantially complete. For

the year ended March 31, 2009, no borrowing cost has

been capitalised.

The Company has identified Business Segment as its

Primary segment and Geographic segment as its

Secondary segment. The Company has identified

Software Products & Consultancy Services and Sale of IT

Infrastructure and Support Services as the reportable

business segment of the Company for the year.

Geographical segment information is disclosed based on

the location of customers.

Revenues and Expenses that are directly identifiable with

the Segments have been disclosed accordingly. Certain

Income and Expenses which are not specifically

allocable to individual segments have been disclosed as

“Unallocated Corporate Income” and “Unallocated

Corporate Expenses” respectively.

The assets of the Company are used interchangeably

between segments and the management believes that it is

currently not practical to provide segment disclosures

relating to total assets and liabilities since a meaningful

segregation is not possible.

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7574 Annual Report 2008-09 TAKE Solutions Limited

Transactions with Related Parties

(Amount in Rs.’000)

189,598 46

217

24

Nil

4,738

6,972

4,800

1,600

83,504

Nil 556,443

172

Nil 1,041,052

7,103

Enterprises

Particulars Holding Company Subsidiary Companies Key Management controlled by Key

Personnel Management Personnel &

their relatives

Revenue

(278,260) (130)

Interest Income

(Nil)

Rent – Expenditure

(24)

Software Development

Expenses (626)

Share of Revenue

(Nil)

Managerial Remuneration

(4,411)

Remuneration*

(Non Executive Directors) (Nil)

Commission

(Independent Directors) (Nil)

Debtors

(45,129)

Loans/Advances - Given

(56) (467,812)

Loans/Advances – Received

(Nil)

Balance Receivable from

Related Parties (172) (474,663)

Balance Payable to

Related Parties (8,838)

*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from Central Government is

pending.

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS-18: Related Party Disclosure

Related party Disclosure for the year ended 31st March, 2009

List of Related parties

Holding Company

Subsidiary Companies

Step Subsidiaries

Key Management Personnel

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have

taken place during the year

Other Related Party

Take Solutions Pte. Limited, Singapore

1. TAKE United Sdn. Bhd., Malaysia

2. Autopartsasia Private Limited, India

3. TOWELL TAKE Investments LLC, Muscat

4. TAKE Solutions Inc., USA

5. CMNK Consultancy & Services Private Limited, India

6. TOWELL TAKE Solutions LLC, Muscat

7. TAKE Solutions MEA Limited, Dubai

8. Applied Clinical Intelligence, LLC, USA

9. Clear Orbit Inc, USA

10. TAKE Solutions GMBH, Switzerland

11. CMNK Services Private Limited, India (Additions during the year)

12. TAKE Enterprises Solutions Inc, USA (Additions during the year)

13. TAKE Intellectual Properties Management Inc, USA (Additions during the year)

1. Mr. S. Sridharan, Managing Director

2. Mr. R. Seshadri, Executive & Wholetime Director

3. Mr. T.K. Wong, Chairman

4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director

5. Mr. D.V. Ravi, Non – Executive Director

6. Mr. Ram Yeleswarapu, Non – Executive Director

1. Aakanksha Management Consultancy & Holdings Private Limited

1. TAKE Solutions Limited ESOP Trust, the trust is effectively controlled by the Company.

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7574 Annual Report 2008-09 TAKE Solutions Limited

Transactions with Related Parties

(Amount in Rs.’000)

189,598 46

217

24

Nil

4,738

6,972

4,800

1,600

83,504

Nil 556,443

172

Nil 1,041,052

7,103

Enterprises

Particulars Holding Company Subsidiary Companies Key Management controlled by Key

Personnel Management Personnel &

their relatives

Revenue

(278,260) (130)

Interest Income

(Nil)

Rent – Expenditure

(24)

Software Development

Expenses (626)

Share of Revenue

(Nil)

Managerial Remuneration

(4,411)

Remuneration*

(Non Executive Directors) (Nil)

Commission

(Independent Directors) (Nil)

Debtors

(45,129)

Loans/Advances - Given

(56) (467,812)

Loans/Advances – Received

(Nil)

Balance Receivable from

Related Parties (172) (474,663)

Balance Payable to

Related Parties (8,838)

*Remuneration payable to non-executive directors for the year ended March 31, 2009 not yet paid since approval from Central Government is

pending.

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS-18: Related Party Disclosure

Related party Disclosure for the year ended 31st March, 2009

List of Related parties

Holding Company

Subsidiary Companies

Step Subsidiaries

Key Management Personnel

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have

taken place during the year

Other Related Party

Take Solutions Pte. Limited, Singapore

1. TAKE United Sdn. Bhd., Malaysia

2. Autopartsasia Private Limited, India

3. TOWELL TAKE Investments LLC, Muscat

4. TAKE Solutions Inc., USA

5. CMNK Consultancy & Services Private Limited, India

6. TOWELL TAKE Solutions LLC, Muscat

7. TAKE Solutions MEA Limited, Dubai

8. Applied Clinical Intelligence, LLC, USA

9. Clear Orbit Inc, USA

10. TAKE Solutions GMBH, Switzerland

11. CMNK Services Private Limited, India (Additions during the year)

12. TAKE Enterprises Solutions Inc, USA (Additions during the year)

13. TAKE Intellectual Properties Management Inc, USA (Additions during the year)

1. Mr. S. Sridharan, Managing Director

2. Mr. R. Seshadri, Executive & Wholetime Director

3. Mr. T.K. Wong, Chairman

4. Mr. Srinivasan H.R., Vice Chairman & Non – Executive Director

5. Mr. D.V. Ravi, Non – Executive Director

6. Mr. Ram Yeleswarapu, Non – Executive Director

1. Aakanksha Management Consultancy & Holdings Private Limited

1. TAKE Solutions Limited ESOP Trust, the trust is effectively controlled by the Company.

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76 Annual Report 2008-09 77TAKE Solutions Limited

AS-23: Accounting for investments in associates:

AS-24: Discontinuing operations

AS-25: Interim Financial Reporting

AS-26: Intangible Assets

Software Product Development Cost

AS-27: Financial reporting of interests in joint ventures

AS-28: Impairment of Assets

AS-29: Provisions, Contingent Liabilities and Contingent Assets

Contingent Liabilities: (Amount in Rs. ‘000)

There are no investments in associates during the year.

The Company has not discontinued any operations

during the year.

For the above accounting year, the above Standard is not

applicable.

Internally developed software products are valued based

on costs directly attributable to the development of such

software and allocated indirect cost and they are

capitalised individually once their technical feasibility is

established in accordance with the requirements of

Accounting Standard 26,‘Intangible Asset’.

Expenses incurred during research phase till the

establishment of commercial feasibility is charged off to

Profit and Loss Account.

Products capitalised are being amortized over a period of

three years from the launch date and the unamortised

product costs as at Balance Sheet date are shown under

Assets separately.

The Company has not entered into any joint venture

agreement during the year.

The company assesses at each balance sheet date

whether there is any indication that an asset may be

impaired. If such an indication exists, the company

eliminates the recoverable amount of the asset. For an

asset that does not generate independent cash flows, the

recoverable amount is determined for the

cash–generating unit to which the asset belongs. If such

recoverable amount of the asset or the recoverable

amount of the cash-generating unit to which the asset

belongs is less than its carrying out, the carrying amount

is reduced to its recoverable amount. The reduction is

treated as an impairment loss and is recognized in the

profit and loss account. If at the balance sheet date there

is an indication that if a previously assessed impairment

loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable

amount. An impairment loss is reversed only to the extent

that the carrying amount of the asset does not exceed the

net book value that would have been determined; if no

impairment had been recognized.

A provision is recognized when an enterprise has a

present obligation as a result of past event; it is probable

that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be

made. Provisions are not discounted to its present value

and are determined based on best estimate required to

settle the obligation at the Balance Sheet date. These are

reviewed at each Balance Sheet date and adjusted to

reflect the current best estimates.

a) Corporate Guarantee given by the Company to one of

its subsidiaries –Autopartsasia Private Limited as at

31.03.2009 – Rs. 50,000 /- (30,000)

b) On May 23, 2008 the company has received an order

for the assessment year 2003-04 from Income Tax

Appellate Tribunal (ITAT) disallowing the software

product expenses claimed by the company as

revenue expenditure and instead allowing the same

as a capital expenditure with consequential

depreciation and thereby reducing the benefit of

carrying forward of losses by Rs. 159.14 lacs to the

subsequent assessment years. However, no demand

has been raised for the said assessment year. The

company has filed an appeal with the Honorable

High Court of Tamil Nadu against the order of ITAT.

The management believes that the ultimate outcome

of the proceeding will not have a material adverse

effect on the company’s financial position and results

of operation and hence, no adjustment has been

made to the financial statements for the year ended

March 31, 2009.

c) Demand from Income tax authorities for payment of

additional tax of Rs. 180.39 lacs has been received

upon completion of their tax review for the assessment

year 2006-07. The tax demand is mainly on account

of disallowance of software product development

expenses claimed by the company as revenue

expenditure and instead allowing the same as a

capital expenditure with consequential depreciation.

The matter is pending before the Commissioner of

Income tax (Appeals), Chennai. The company is

contesting the demand and the management

including its tax advisors believe that its position is

likely be upheld in the appellate process. No tax

expense has been accrued in the financial statements

for the tax demand raised. The management believes

that the ultimate outcome of the proceeding will not

have a material adverse effect on the company’s

financial position and results of operation.

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS-19: Leases (Amount in Rs. ’000)

a) Finance Charge recognized in the Profit & Loss

Account

AS – 20 Earnings Per Share

The Company has acquired assets under hire purchase.

– Rs. 62 (Rs. 2,956)

Basic Earnings Per Share and Diluted Earnings Per Share

are calculated by dividing the Net Profit After Tax for the

year attributable to the Equity Shareholders by the

Weighted Average number of Equity Shares outstanding

during the year. As per the guidance note issued in

January 2005 on Accounting for Employee Share Based

Payments by the Institute of Chartered Accountants of

India, 2,400,000 (1,200,000) weighted average number

of shares held by the TAKE Solutions ESOS trust have

been reduced from the equity shares outstanding for

computing basic and diluted earnings per share for the

year ended March 31, 2009.

Particulars For the Year ended For the Year ended31.03.2008

Basic & Diluted Equivalent No. of Shares Equivalent No. of Shares

EPS 1.06 1.84*

1.00 1.00*

31.03.2009

1. Opening No. of Shares 120,000,000 93,700,000*

2. Closing No. of Shares 120,000,000 120,000,000*

3. Weighted Average No. of Shares 120,000,000 110,925,680*

4. Profit Available for Equity Share Holders (Rs.’ 000) 127,104 203,604

5. (in Rs.)

6. Nominal Value of share (in Rs.)

AS-21: Consolidated Financial Statements

AS-22: Accounting for taxes on income: (Amount in Rs.’000)

Consolidated Financial statements have been prepared

separately in compliance with AS-21 for the Year ended

31.03.2009.

a)

Provision for Income Tax is determined in accordance

with the provisions of Income Tax Act, 1961. Provision

for Taxation is Rs. 28,731 (Rs.58,000)

b)

Consequent to the introduction of Fringe Benefit Tax

(FBT) effective April 1, 2005, in accordance with the

guidance note on accounting for fringe benefit tax issued

by the ICAI, the company has made provision for FBT

under income taxes.

c)

Deferred Tax is recognised on timing differences being

the difference between the taxable income and

accounting income that originate in one year and are capable of

reversal in one or more subsequent years. Deferred tax assets are

recognised only if there is a reasonable certainty of their

realization.

d) The Deferred Tax Liability (net) as on 31.03.2009 is

Rs. 37,706 (Rs.42,568)

e) The Deferred Tax Asset (net) as on 31.03.2009 is

Rs. 550 (Rs. 550)

Current Tax:

Fringe Benefit Tax:

Deferred Tax Provision:

*Note: Pursuant to the approval of shareholders in their Annual General Meeting held on August 22, 2008, face value of each equity share was

reduced from Rs. 10/- to Re. 1/-. Consequently, the number of Issued, Subscribed & Paid up Share Capital has changed to 120,000,000 of Re. 1/-

each and earnings per share of the previous year has been recalculated considering sub-division of face value of equity shares.

Particulars Year ended Year ended31.03.2008

Components of Deferred TaxLiability / (Asset)

Net Deferred Tax (4,862) 4,550

31.03.2009

Liability / (Asset)

Depreciation 2,115 2,330

Product DevelopmentExpenditure (6,326) 2,776

Employee Benefits (651) (556)

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76 Annual Report 2008-09 77TAKE Solutions Limited

AS-23: Accounting for investments in associates:

AS-24: Discontinuing operations

AS-25: Interim Financial Reporting

AS-26: Intangible Assets

Software Product Development Cost

AS-27: Financial reporting of interests in joint ventures

AS-28: Impairment of Assets

AS-29: Provisions, Contingent Liabilities and Contingent Assets

Contingent Liabilities: (Amount in Rs. ‘000)

There are no investments in associates during the year.

The Company has not discontinued any operations

during the year.

For the above accounting year, the above Standard is not

applicable.

Internally developed software products are valued based

on costs directly attributable to the development of such

software and allocated indirect cost and they are

capitalised individually once their technical feasibility is

established in accordance with the requirements of

Accounting Standard 26,‘Intangible Asset’.

Expenses incurred during research phase till the

establishment of commercial feasibility is charged off to

Profit and Loss Account.

Products capitalised are being amortized over a period of

three years from the launch date and the unamortised

product costs as at Balance Sheet date are shown under

Assets separately.

The Company has not entered into any joint venture

agreement during the year.

The company assesses at each balance sheet date

whether there is any indication that an asset may be

impaired. If such an indication exists, the company

eliminates the recoverable amount of the asset. For an

asset that does not generate independent cash flows, the

recoverable amount is determined for the

cash–generating unit to which the asset belongs. If such

recoverable amount of the asset or the recoverable

amount of the cash-generating unit to which the asset

belongs is less than its carrying out, the carrying amount

is reduced to its recoverable amount. The reduction is

treated as an impairment loss and is recognized in the

profit and loss account. If at the balance sheet date there

is an indication that if a previously assessed impairment

loss no longer exists, the recoverable amount is

reassessed and the asset is reflected at the recoverable

amount. An impairment loss is reversed only to the extent

that the carrying amount of the asset does not exceed the

net book value that would have been determined; if no

impairment had been recognized.

A provision is recognized when an enterprise has a

present obligation as a result of past event; it is probable

that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be

made. Provisions are not discounted to its present value

and are determined based on best estimate required to

settle the obligation at the Balance Sheet date. These are

reviewed at each Balance Sheet date and adjusted to

reflect the current best estimates.

a) Corporate Guarantee given by the Company to one of

its subsidiaries –Autopartsasia Private Limited as at

31.03.2009 – Rs. 50,000 /- (30,000)

b) On May 23, 2008 the company has received an order

for the assessment year 2003-04 from Income Tax

Appellate Tribunal (ITAT) disallowing the software

product expenses claimed by the company as

revenue expenditure and instead allowing the same

as a capital expenditure with consequential

depreciation and thereby reducing the benefit of

carrying forward of losses by Rs. 159.14 lacs to the

subsequent assessment years. However, no demand

has been raised for the said assessment year. The

company has filed an appeal with the Honorable

High Court of Tamil Nadu against the order of ITAT.

The management believes that the ultimate outcome

of the proceeding will not have a material adverse

effect on the company’s financial position and results

of operation and hence, no adjustment has been

made to the financial statements for the year ended

March 31, 2009.

c) Demand from Income tax authorities for payment of

additional tax of Rs. 180.39 lacs has been received

upon completion of their tax review for the assessment

year 2006-07. The tax demand is mainly on account

of disallowance of software product development

expenses claimed by the company as revenue

expenditure and instead allowing the same as a

capital expenditure with consequential depreciation.

The matter is pending before the Commissioner of

Income tax (Appeals), Chennai. The company is

contesting the demand and the management

including its tax advisors believe that its position is

likely be upheld in the appellate process. No tax

expense has been accrued in the financial statements

for the tax demand raised. The management believes

that the ultimate outcome of the proceeding will not

have a material adverse effect on the company’s

financial position and results of operation.

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS-19: Leases (Amount in Rs. ’000)

a) Finance Charge recognized in the Profit & Loss

Account

AS – 20 Earnings Per Share

The Company has acquired assets under hire purchase.

– Rs. 62 (Rs. 2,956)

Basic Earnings Per Share and Diluted Earnings Per Share

are calculated by dividing the Net Profit After Tax for the

year attributable to the Equity Shareholders by the

Weighted Average number of Equity Shares outstanding

during the year. As per the guidance note issued in

January 2005 on Accounting for Employee Share Based

Payments by the Institute of Chartered Accountants of

India, 2,400,000 (1,200,000) weighted average number

of shares held by the TAKE Solutions ESOS trust have

been reduced from the equity shares outstanding for

computing basic and diluted earnings per share for the

year ended March 31, 2009.

Particulars For the Year ended For the Year ended31.03.2008

Basic & Diluted Equivalent No. of Shares Equivalent No. of Shares

EPS 1.06 1.84*

1.00 1.00*

31.03.2009

1. Opening No. of Shares 120,000,000 93,700,000*

2. Closing No. of Shares 120,000,000 120,000,000*

3. Weighted Average No. of Shares 120,000,000 110,925,680*

4. Profit Available for Equity Share Holders (Rs.’ 000) 127,104 203,604

5. (in Rs.)

6. Nominal Value of share (in Rs.)

AS-21: Consolidated Financial Statements

AS-22: Accounting for taxes on income: (Amount in Rs.’000)

Consolidated Financial statements have been prepared

separately in compliance with AS-21 for the Year ended

31.03.2009.

a)

Provision for Income Tax is determined in accordance

with the provisions of Income Tax Act, 1961. Provision

for Taxation is Rs. 28,731 (Rs.58,000)

b)

Consequent to the introduction of Fringe Benefit Tax

(FBT) effective April 1, 2005, in accordance with the

guidance note on accounting for fringe benefit tax issued

by the ICAI, the company has made provision for FBT

under income taxes.

c)

Deferred Tax is recognised on timing differences being

the difference between the taxable income and

accounting income that originate in one year and are capable of

reversal in one or more subsequent years. Deferred tax assets are

recognised only if there is a reasonable certainty of their

realization.

d) The Deferred Tax Liability (net) as on 31.03.2009 is

Rs. 37,706 (Rs.42,568)

e) The Deferred Tax Asset (net) as on 31.03.2009 is

Rs. 550 (Rs. 550)

Current Tax:

Fringe Benefit Tax:

Deferred Tax Provision:

*Note: Pursuant to the approval of shareholders in their Annual General Meeting held on August 22, 2008, face value of each equity share was

reduced from Rs. 10/- to Re. 1/-. Consequently, the number of Issued, Subscribed & Paid up Share Capital has changed to 120,000,000 of Re. 1/-

each and earnings per share of the previous year has been recalculated considering sub-division of face value of equity shares.

Particulars Year ended Year ended31.03.2008

Components of Deferred TaxLiability / (Asset)

Net Deferred Tax (4,862) 4,550

31.03.2009

Liability / (Asset)

Depreciation 2,115 2,330

Product DevelopmentExpenditure (6,326) 2,776

Employee Benefits (651) (556)

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7978 Annual Report 2008-09 TAKE Solutions Limited

2. Disclosures required under the Companies Act, 1956

a) Share Capital:

b) Remuneration to directors: (Amount in Rs.’000)

Computation of Net Profit in accordance with Section 198

and with Section 349 of the Companies Act, 1956

c) Quantitative Details:

d) Value of Imports on CIF basis: Rs. 3,132 (Rs. 1,400)

(Rs. in 000’s)

During the Year Ended 31st March 2009, the Company

has further issued 1,200,000 (1,200,000) Equity Shares of

Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share to

TAKE Solutions Limited ESOP Trust (“Trust”). The

Company has provided finance of Rs. 87,600 (90,360)

(000’s) to the Trust for the subscription of shares. The Trust

will transfer shares to the employees of the Company

under the scheme of ESOS framed by the Company in this

regard.

As per the Guidance Note on Accounting for Employee

Share–based payments issued by the Institute of

Chartered Accountants of India, shares allotted to Trust

but not transferred to employees is required to be

reduced from Share Capital and Reserves. Out of the

2,400,000 equity shares allotted to the trust, no shares

have been transferred to employees upto 31st March

2009. Accordingly, the Company has reduced the Share

Capital by the amount of face value of the equity shares

issued to the Trust but not transferred to employees and

Share Premium by the amount of Share Premium on such

shares.

The above excludes gratuity and leave encashment payable

which cannot be separately identified from the composite

amount advised by the actuary.

The Company is primarily engaged in the business of

software products & services. In the case of Software

Products & Services the production and sale of such

software product and software services cannot be

expressed in any generic unit. Hence, it is not possible

to give the quantitative details of sales and certain

information as required under paragraphs 3, 4C & 4D

of Part II of Schedule VI to the Companies Act, 1956.

Remuneration(includingCompany’sContribution to PF)

Remuneration* 4,800 Nil

Commission 1,600 Nil

Sitting Fees 420 360

For the Year Ended31st March 2009

Whole timeDirectors

Non-ExecutiveDirectors

IndependentDirectors

For the Year Ended31st March 2008

6,972 4,411

*Remuneration payable to non-executive directors for the year endedMarch 31, 2009 has not yet been paid since approval from CentralGovernment is pending.

(Amount in Rs. ‘000)

Profit Before Tax 153,532 270,726

Add: Remunerationpaid to Managing &Whole TimeDirectors

Add: Directors’Sitting Fees

Add: Remunerationto Non – ExecutiveDirectors

Add: Commission toIndependentDirectors

Add: Provision forDoubtful Debts

Net Profit for Section198 of theCompanies Act, 1956.

Particulars Year EndedMarch 31, 2009 March 31, 2008

Year Ended

6,972 4,411

420 360

4,800 Nil

1,600 Nil

2,473 Nil

169,797 275,497

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS -30: Financial Instruments: Recognition and Measurement

Others

a) Employee Stock Options

The Company uses foreign currency forward contracts to

hedge its risks associated with foreign currency

fluctuations relating to certain firm commitments and

forecasted transactions. The Company designates this

hedging instrument as “cash flow hedge” applying the

recognition and measurement principles set out in

Accounting Standard 30.

Hedging instrument is initially measured at fair value and

is re-measured at subsequent reporting dates. Changes in

the fair value of this derivative that is designated as an

effective hedge of future cash flows is recognized directly

in shareholders’ funds as Hedging Reserve and

reclassified into Profit & Loss Account upon the

occurrence of hedged transactions. The ineffective

portion is recognized immediately in profit and loss

account as and when they arise.

Hedge accounting is discontinued when the hedging

instrument expires or is sold, terminated, or exercised, or

no longer qualifies for hedge accounting. If a hedged

transaction is no longer expected to occur, the net

cumulative gain or loss recognized in shareholders’ funds

is transferred to profit and loss account for the period.

The company measures the compensation cost relating

to employee stock options using the intrinsic value

method. The compensation cost is amortized over

vesting period of the option.

Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option

Scheme and Employee Stock Purchase Scheme)

guidelines, 1999 and para 10 of Employees Stock Option

-2007 of the Company, the Remuneration &

Compensation Committee is authorised to make a fair and

reasonable adjustment to the number of options and to the

exercise price in respect of options granted to the

employees under the plan in the case of Corporate actions

such as right issue, bonus issue, merger, etc. The

shareholders have in their meeting held on 22.08.2008

approved sub-division of face value of each equity share

of Rs.10/- into 10 equity shares of Re.1/- each.

Accordingly, the number of maximum options that can be

issued under Employees Stock Option 2007 has

been increased to 2,400,000 (2.4 Million){originally

240,000 (0.24 Million) and the exercise price has been

reduced in case of Series I to Rs. 73.00 and Series II to Rs.

73.00 per equity share of Re. 1/- each.

On 10.12.2007, the company established Employees

Stock Option Scheme – 2007 (ESOS – 2007 or ).

Under the , the company is authorized to issue up

to 2,400,000 (originally 240,000) equity settled options of

Re 1/- each (originally Rs. 10/- each) to employees

(including employees of the subsidiary company).

Remuneration & Compensation Committee has been

constituted by the Board of Directors of the company to

administer the plan.

Scheme

Scheme

Scheme

Scheme

1. Grant Price – Rs 73.00 73.00

2. Grant Date 02.04.2008 26.05.2008

3. Vesting commences on 01.04.2009 25.05.2009

4. Vesting Schedule 30% of grant on 01.04.2009, 30% of grant on 25.05.2009,

subsequent 30% of grant subsequent 30% of grant

on 01.04.2010 and balance on 25.05.2010 and balance

40% of grant on 01.04.2011 40% of grant on 25.05.2011

5. Option Granted and outstanding - -

at the beginning of the year

6. Option granted during the year 593,000 797,500

7. Option lapsed and /or withdrawn during the period 230,500 20,000

8. Option exercised during the year - -

against which shares were allotted

9. Option granted and outstanding at

the end of the year of which

- Options vested - -

- Options yet to vest 362,500 777,500

ESOS – 2007

Series – I Series – II

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7978 Annual Report 2008-09 TAKE Solutions Limited

2. Disclosures required under the Companies Act, 1956

a) Share Capital:

b) Remuneration to directors: (Amount in Rs.’000)

Computation of Net Profit in accordance with Section 198

and with Section 349 of the Companies Act, 1956

c) Quantitative Details:

d) Value of Imports on CIF basis: Rs. 3,132 (Rs. 1,400)

(Rs. in 000’s)

During the Year Ended 31st March 2009, the Company

has further issued 1,200,000 (1,200,000) Equity Shares of

Re. 1 each at a premium of Rs. 72 (Rs.74.30) per share to

TAKE Solutions Limited ESOP Trust (“Trust”). The

Company has provided finance of Rs. 87,600 (90,360)

(000’s) to the Trust for the subscription of shares. The Trust

will transfer shares to the employees of the Company

under the scheme of ESOS framed by the Company in this

regard.

As per the Guidance Note on Accounting for Employee

Share–based payments issued by the Institute of

Chartered Accountants of India, shares allotted to Trust

but not transferred to employees is required to be

reduced from Share Capital and Reserves. Out of the

2,400,000 equity shares allotted to the trust, no shares

have been transferred to employees upto 31st March

2009. Accordingly, the Company has reduced the Share

Capital by the amount of face value of the equity shares

issued to the Trust but not transferred to employees and

Share Premium by the amount of Share Premium on such

shares.

The above excludes gratuity and leave encashment payable

which cannot be separately identified from the composite

amount advised by the actuary.

The Company is primarily engaged in the business of

software products & services. In the case of Software

Products & Services the production and sale of such

software product and software services cannot be

expressed in any generic unit. Hence, it is not possible

to give the quantitative details of sales and certain

information as required under paragraphs 3, 4C & 4D

of Part II of Schedule VI to the Companies Act, 1956.

Remuneration(includingCompany’sContribution to PF)

Remuneration* 4,800 Nil

Commission 1,600 Nil

Sitting Fees 420 360

For the Year Ended31st March 2009

Whole timeDirectors

Non-ExecutiveDirectors

IndependentDirectors

For the Year Ended31st March 2008

6,972 4,411

*Remuneration payable to non-executive directors for the year endedMarch 31, 2009 has not yet been paid since approval from CentralGovernment is pending.

(Amount in Rs. ‘000)

Profit Before Tax 153,532 270,726

Add: Remunerationpaid to Managing &Whole TimeDirectors

Add: Directors’Sitting Fees

Add: Remunerationto Non – ExecutiveDirectors

Add: Commission toIndependentDirectors

Add: Provision forDoubtful Debts

Net Profit for Section198 of theCompanies Act, 1956.

Particulars Year EndedMarch 31, 2009 March 31, 2008

Year Ended

6,972 4,411

420 360

4,800 Nil

1,600 Nil

2,473 Nil

169,797 275,497

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

AS -30: Financial Instruments: Recognition and Measurement

Others

a) Employee Stock Options

The Company uses foreign currency forward contracts to

hedge its risks associated with foreign currency

fluctuations relating to certain firm commitments and

forecasted transactions. The Company designates this

hedging instrument as “cash flow hedge” applying the

recognition and measurement principles set out in

Accounting Standard 30.

Hedging instrument is initially measured at fair value and

is re-measured at subsequent reporting dates. Changes in

the fair value of this derivative that is designated as an

effective hedge of future cash flows is recognized directly

in shareholders’ funds as Hedging Reserve and

reclassified into Profit & Loss Account upon the

occurrence of hedged transactions. The ineffective

portion is recognized immediately in profit and loss

account as and when they arise.

Hedge accounting is discontinued when the hedging

instrument expires or is sold, terminated, or exercised, or

no longer qualifies for hedge accounting. If a hedged

transaction is no longer expected to occur, the net

cumulative gain or loss recognized in shareholders’ funds

is transferred to profit and loss account for the period.

The company measures the compensation cost relating

to employee stock options using the intrinsic value

method. The compensation cost is amortized over

vesting period of the option.

Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option

Scheme and Employee Stock Purchase Scheme)

guidelines, 1999 and para 10 of Employees Stock Option

-2007 of the Company, the Remuneration &

Compensation Committee is authorised to make a fair and

reasonable adjustment to the number of options and to the

exercise price in respect of options granted to the

employees under the plan in the case of Corporate actions

such as right issue, bonus issue, merger, etc. The

shareholders have in their meeting held on 22.08.2008

approved sub-division of face value of each equity share

of Rs.10/- into 10 equity shares of Re.1/- each.

Accordingly, the number of maximum options that can be

issued under Employees Stock Option 2007 has

been increased to 2,400,000 (2.4 Million){originally

240,000 (0.24 Million) and the exercise price has been

reduced in case of Series I to Rs. 73.00 and Series II to Rs.

73.00 per equity share of Re. 1/- each.

On 10.12.2007, the company established Employees

Stock Option Scheme – 2007 (ESOS – 2007 or ).

Under the , the company is authorized to issue up

to 2,400,000 (originally 240,000) equity settled options of

Re 1/- each (originally Rs. 10/- each) to employees

(including employees of the subsidiary company).

Remuneration & Compensation Committee has been

constituted by the Board of Directors of the company to

administer the plan.

Scheme

Scheme

Scheme

Scheme

1. Grant Price – Rs 73.00 73.00

2. Grant Date 02.04.2008 26.05.2008

3. Vesting commences on 01.04.2009 25.05.2009

4. Vesting Schedule 30% of grant on 01.04.2009, 30% of grant on 25.05.2009,

subsequent 30% of grant subsequent 30% of grant

on 01.04.2010 and balance on 25.05.2010 and balance

40% of grant on 01.04.2011 40% of grant on 25.05.2011

5. Option Granted and outstanding - -

at the beginning of the year

6. Option granted during the year 593,000 797,500

7. Option lapsed and /or withdrawn during the period 230,500 20,000

8. Option exercised during the year - -

against which shares were allotted

9. Option granted and outstanding at

the end of the year of which

- Options vested - -

- Options yet to vest 362,500 777,500

ESOS – 2007

Series – I Series – II

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8180 Annual Report 2008-09 TAKE Solutions Limited

f) Particulars relating to Foreign Exchange (Cash Basis)

g)

h)

i) Payment to Auditors: (Amount in Rs.’000)

j) Due to Micro Small and Medium Enterprises

Professional fees include Rs. 24.03 Mn incurred in

connection with a proposed merger and the same has

been written off since the event has not materalised.

Loans and Advances include a sum of Rs. 53.22 Mn

paid as Share Application Money towards Preference

Share Capital (pending allotment) to one of its

subsidiaries, TOWELL TAKE Investments LLC.

The management has initiated the process of identifying

enterprises which have provided goods and services to

the Company and which qualify under the definition of

micro and small enterprises, as defined under Micro,

Small and Medium Enterprises Development Act, 2006.

Accordingly, the disclosure in respect of the amounts

payable to such enterprises as at March 31, 2009 has

been made in the financial statements based on

information received and available with the Company.

The Company has not received any claim for interest

from any supplier under the said Act. In the view of the

management, the impact of interest, if any, that may be

payable in accordance with the provisions of the

aforesaid Act is not expected to be material.

Particulars For the Year Ended31st March 2008

(Sales & Services)

India andOverseas Branch

Travelling Expenses 3,519 2,675

Other Expenses 786 NIL

Purchase 3,132 1,400

Overseas Branch 70,034 176,951

For the Year Ended31st March 2009

Rs. In ’000 Rs. In ’000

Foreign ExchangeInflow:

Foreign ExchangeOutflow

246,268 467,153

An amount of Rs. 17,412(in ‘000s) was remitted during the year in foreigncurrencies on account of payment of final dividend for the year 2007-08.

Particulars Year Ended31.03.2008

For Audit 650.00 500.00

Limited Review Fees 300.00 300.00

Audit/Certificationin respect of InitialPublic offer

For Branch Audit 51.00 271.00

Advisory Service

a. Taxation -

b. Management -Consultancy

c. Others

Year Ended31.03.2009

Total 1,075.00 2,210.00

- 750.00

31.50

247.50

74.00 110.00

Particulars For the Year

Ended Ended

March31,2008

The principal amount and the

interest due thereon remaining

unpaid to any supplier as at the

end of each accounting year;

The amount of interest paid by

the Company along with the

amounts of the payment made

to the supplier beyond the

appointed day during the year;

The amount of interest due and

payable for the period of delay

in making payment (which

have been paid but beyond the

appointed day during the year)

but without adding the interest

specified under this Act;

The amount of interest accrued

and remaining unpaid at the

end of the year

The amount of further interest

remaining due and payable

even in the succeeding years,

until such date when the

interest dues as above are

actually paid to the small

enterprise.

For the Year

March 31, 2009

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

e) Aggregate Expenditure: (Amount in Rs.’000)

Particulars For the Year Ended For the Year Ended

March 31, 2009 March 31, 2008

Total Expenses 391,063 517,677

Salaries & Allowances 133,009 108,128

Contribution to Provident & Other Funds 4,544 3,805

Staff Welfare 10,487 10,909

Other Employee Benefits 3,971 1,559

Cost of Sales – IT Infrastructure & Support Services 58,454 55,927

Supply Chain Management Expenses - 11,078

Software and Consultancy Expenses 73,597 281,570

Audit Fees 1,001 1,071

Bad Debts 9,046 8,528

Bank Charges 145 3,571

Books & Periodicals 43 39

Brokerage and Commission 79 -

Communication Expenses 8,031 5,698

Conveyance 1,760 1,619

Domestic Travel-Director 1,757 1,440

Domestic Travel-Others 6,870 4,162

1,250 -

Electricity Charges 6,259 7,113

Foreign Exchange Fluctuation Loss - 2,294

Foreign Travel-Others 9,547 6,684

Foreign-Travel-Director 3,596 2,601

Insurance - Assets 819 601

Listing Related Expenses 569 -

Loss on Sale of Assets 276 -

Marketing Expenses 12,799 12,297

Meeting & Conference 504 446

Miscellaneous Write Offs 144 324

Office Expenses 211 70

Postage & Telegrams 1,275 789

Printing & Stationery 2,521 1,956

Professional Charges 49,880 11,903

Rent, Rates and Taxes 20,194 16,587

Repairs & Maintenance 8,000 8,566

Security Charges 485 566

Subscription Charges 348 188

Less: Product development Expenses (40,408) (54,412)

Charity (CSR)

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8180 Annual Report 2008-09 TAKE Solutions Limited

f) Particulars relating to Foreign Exchange (Cash Basis)

g)

h)

i) Payment to Auditors: (Amount in Rs.’000)

j) Due to Micro Small and Medium Enterprises

Professional fees include Rs. 24.03 Mn incurred in

connection with a proposed merger and the same has

been written off since the event has not materalised.

Loans and Advances include a sum of Rs. 53.22 Mn

paid as Share Application Money towards Preference

Share Capital (pending allotment) to one of its

subsidiaries, TOWELL TAKE Investments LLC.

The management has initiated the process of identifying

enterprises which have provided goods and services to

the Company and which qualify under the definition of

micro and small enterprises, as defined under Micro,

Small and Medium Enterprises Development Act, 2006.

Accordingly, the disclosure in respect of the amounts

payable to such enterprises as at March 31, 2009 has

been made in the financial statements based on

information received and available with the Company.

The Company has not received any claim for interest

from any supplier under the said Act. In the view of the

management, the impact of interest, if any, that may be

payable in accordance with the provisions of the

aforesaid Act is not expected to be material.

Particulars For the Year Ended31st March 2008

(Sales & Services)

India andOverseas Branch

Travelling Expenses 3,519 2,675

Other Expenses 786 NIL

Purchase 3,132 1,400

Overseas Branch 70,034 176,951

For the Year Ended31st March 2009

Rs. In ’000 Rs. In ’000

Foreign ExchangeInflow:

Foreign ExchangeOutflow

246,268 467,153

An amount of Rs. 17,412(in ‘000s) was remitted during the year in foreigncurrencies on account of payment of final dividend for the year 2007-08.

Particulars Year Ended31.03.2008

For Audit 650.00 500.00

Limited Review Fees 300.00 300.00

Audit/Certificationin respect of InitialPublic offer

For Branch Audit 51.00 271.00

Advisory Service

a. Taxation -

b. Management -Consultancy

c. Others

Year Ended31.03.2009

Total 1,075.00 2,210.00

- 750.00

31.50

247.50

74.00 110.00

Particulars For the Year

Ended Ended

March31,2008

The principal amount and the

interest due thereon remaining

unpaid to any supplier as at the

end of each accounting year;

The amount of interest paid by

the Company along with the

amounts of the payment made

to the supplier beyond the

appointed day during the year;

The amount of interest due and

payable for the period of delay

in making payment (which

have been paid but beyond the

appointed day during the year)

but without adding the interest

specified under this Act;

The amount of interest accrued

and remaining unpaid at the

end of the year

The amount of further interest

remaining due and payable

even in the succeeding years,

until such date when the

interest dues as above are

actually paid to the small

enterprise.

For the Year

March 31, 2009

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

e) Aggregate Expenditure: (Amount in Rs.’000)

Particulars For the Year Ended For the Year Ended

March 31, 2009 March 31, 2008

Total Expenses 391,063 517,677

Salaries & Allowances 133,009 108,128

Contribution to Provident & Other Funds 4,544 3,805

Staff Welfare 10,487 10,909

Other Employee Benefits 3,971 1,559

Cost of Sales – IT Infrastructure & Support Services 58,454 55,927

Supply Chain Management Expenses - 11,078

Software and Consultancy Expenses 73,597 281,570

Audit Fees 1,001 1,071

Bad Debts 9,046 8,528

Bank Charges 145 3,571

Books & Periodicals 43 39

Brokerage and Commission 79 -

Communication Expenses 8,031 5,698

Conveyance 1,760 1,619

Domestic Travel-Director 1,757 1,440

Domestic Travel-Others 6,870 4,162

1,250 -

Electricity Charges 6,259 7,113

Foreign Exchange Fluctuation Loss - 2,294

Foreign Travel-Others 9,547 6,684

Foreign-Travel-Director 3,596 2,601

Insurance - Assets 819 601

Listing Related Expenses 569 -

Loss on Sale of Assets 276 -

Marketing Expenses 12,799 12,297

Meeting & Conference 504 446

Miscellaneous Write Offs 144 324

Office Expenses 211 70

Postage & Telegrams 1,275 789

Printing & Stationery 2,521 1,956

Professional Charges 49,880 11,903

Rent, Rates and Taxes 20,194 16,587

Repairs & Maintenance 8,000 8,566

Security Charges 485 566

Subscription Charges 348 188

Less: Product development Expenses (40,408) (54,412)

Charity (CSR)

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1982 Annual Report 2008-09 TAKE Solutions Limited

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

Schedules to and forming part of Financial Statement for the Year Ended March 31, 2009

Schedule 12

k) Comparative Figures

Previous year’s figures have been regrouped / restated,

wherever necessary to make them comparable to those

of current year.

For Sundar Srini & Sridhar For and on behalf of the Board of DirectorsChartered Accountants

S. Sridhar S. Sridharan R. SeshadriPartner Managing Director Executive DirectorMembership No: 25504

P. SrinivasanCompany Secretary

Place: ChennaiDate: May 22, 2009

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8383 Annual Report 2008-09 TAKE Solutions Limited

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1984 Annual Report 2008-09 TAKE Solutions Limited

Abstract of Balance Sheet

Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details

II. Capital raised during the year (Amount in Rs. Thousands)

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

IV. Performance of Company (Amount in Rs. Thousands)

V. Generic Names of Principal products of the Compnay

Registration No: L 6 3 0 9 0 T N 2 0 0 0 P L C 0 4 6 3 3 8

Balance Sheet Date: 3 1 . 0 3 . 2 0 0 9 State Code : 1 8

Public Issue : N I L Rights Issue: N I L

Bonus Issue : N I L Private Placement: 1 2 0 0

Total Liabilities : 2 6 1 0 6 9 2 Total Assets: 2 6 1 0 6 9 2

Sources of Funds:

Paid-up capital 1 6 9 1 0 9 Reserves & Surplus 2 2 6 8 6 0 8

Secured Loans 1 3 5 2 6 9 Unsecured Loans N I L

Deferred Tax Liability 3 7 7 0 6

Application of Funds

Net Fixed Assets 5 1 6 6 6 Investments 1 3 9 3 6 0 7

Net Current Assets 1 0 6 8 4 1 2 Misc. Expenditure N I L

Accumulated Losses N I L Deferred Tax Asset 5 5 0

Capitalised Software

Product Costs 9 6 4 5 7

Turnover 6 2 6 7 1 5 Total Expenditure 4 7 3 1 8 3

Profit Before Tax 1 5 3 5 3 2 Profit After Tax 1 2 7 6 1 2

Earning per Shares in Rs. 1 . 0 6 Dividend Rate % 2 0

Item Code No (ITC Code) 8 9 2

Product Description S O F T W A R E D E V P R O D U C T & S E R V I C E S