Mar 31, 2016
Notes forming part of the Abridged Financial Statements for the year ended March 31,2016 1 Company overview
TAKE Solutions Limited (referred to as ''TAKE'' or ''the Company'') and its subsidiaries provide a wide range of domain knowledge & technology based solutions & services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). With its Global Headquarters in Chennai, India and its US headquarters in Princeton, NJ, USA, it has presence across 12 countries. TAKE offers its clients in the Life Sciences space, unique IP based offerings as services & solutions to enable efficient clinical, regulatory, safety and content management. In the Supply Chain domain, TAKE focuses on mobility and collaboration requirements of customers including e-business solutions and integrating their supply chains with that of their distributors, Suppliers and contract manufacturers.
As of March 31, 2016, TAKE Solutions Pte Ltd owned 57.89% of the Company''s equity share capital and has the ability to control its operating and financial policies.
The abridged financial statements have been prepared pursuant to first proviso to sub-section (1) of Section 136 of the Act and Rule 10 of Companies (Accounts) Rules, 2014andare based on the annua I accounts for the year ended March 31, 2016.
2 Notes forming part of the Abridged Financial Statements
Amounts in the abridged financial statements are presented in Rs, Mn, except for per share data and as otherwise stated.
Explanation to the abridged financial statements
(a) The previous year figures have been regrouped/reclassified, wherever necessary, to conform to the current presentation.
(b) These financial statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles (''Indian GAAP'') under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. Indian GAAP, interalia comprises mandatory Accounting Standards as prescribed U/s. 133 of the Companies Act, 2013 (''Act'') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified and applicable) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied by the Company and are consistent with those used during the previous year.
a. C laims against the company not acknowledge as debts
(i) Claims against the company not acknowledged as debts represent demands from the Indian Income Tax Authorities for the payment of additional tax including interest of Rs, 11.23 Mn ( Rs, 18.62 Mn), net of taxes paid to an extent of Rs, 44.74 Mn upon completion of their tax review for Assessment Years 2005-06 to 2007-08, AY 2009-10 and AY 2011 -12.
The income tax demands for the above referred AYs 2005-06 to 2011-12 are mainly on account of disallowance of in-house product development expenses and disallowance U/s. 14A. For the AY 2007-08, the demand is also on account of disallowance of deduction claimed U/s. 10A.
For the AY 2006-07 & AY 2007-08 the appeal is pending before Honorable High Court of Judicature at Madras. For the AYs 2009-10 & AY 2011-12, the appeal is pending before Income Tax Appel late Tribunal, Chennai.
The Company is contesting the demand and the Management including its tax advisors believes that its position will likely be upheld in the appellate process concerned. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.
(ii) The Company has received a revised order for the AYs 2002-03 and 2003-04 from Assistant Commissioner of Income Tax 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, 23.69 Mn 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 Judicature at Madras against the order of AC IT.
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 March31,2016.
b. Outstanding Bank Guarantees includes a sum of Rs, 225 Mn (Rs, Nil) given on the basis of the pronouncement of Honorable High Court of Delhi on the BSNL Legal Case. The Management does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.
(Note 2.29 in the Notes forming part of the annual standalone financial statements).
The Board, at its meeting on November 09, 2015, declared an interim dividend of Rs, 0.30 per equity share and on February 05, 2016 declared second interim dividend of Rs, 0.30 per equity share. Further the Board at its meeting on May 12,2016, recommended a final dividend of Rs, 0.40 per equity share. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total amount appropriated for the same for the year ended March 31, 2016 is Rs, 147.32 Mn (Rs, 144.28 Mn) including corporate dividend tax ofRs, 24.92 Mn (Rs, 24.65 Mn).
6 Related Party Disclosure and Transactions
(a) List of related parties
Related Party Disclosure for the year ended March 31, 2016 List of Related Parties Holding Company
TAKE Solutions Pte Ltd, Singapore Subsidiaries (held directly)
1. APA Engineering Private Limited, India
2. TAKE Business Cloud Private Limited, India (ceased w.e.f 25th March 2016)
3. Manipal Acunova Limited, India w.e.f 1 st January 2016.
4. TAKE Solutions Global Holdings Pte Ltd, Singapore Subsidiaries (held indirectly)
5. RPC Power India Private Limited, India (merged with APA Engineering Private Limited)
6. APA Engineering Pte Ltd, Singapore
7. Towell TAKE Investments LLC, Sultanate of Oman
8. Towell TAKE Solutions LLC, Sultanate of Oman
9. TAKE Solutions MEA Limited, UAE
10. Mirnah Technology Systems Limited, Saudi Arabia
11. Applied Clinical Intelligence LLC, USA (ceased w.e.f 30th June 201 5)
12. TAKE Enterprise Services Inc., USA
13. TAKE Solutions Information Systems Pte Ltd, Singapore
14. Navitas, Inc., USA (formerly known as TAKE Solutions Inc., USA)
15. TAKE Supply Chain De Mexico S De Rl Cv, Mexico
16. Navitas Life Sciences Holdings Limited, UK
17. Navitas Life Sciences Limited, UK
18. Navitas Life Sciences, Inc., USA
19. TAKE Synergies Inc, USA (added during the year)
20. TAKE Dataworks Inc, USA (added during the year)
21. Intelent Inc, USA (added during the year)
22. Astus Technologies Inc, USA (added during the year)
23. Million Star Technologies Limited, Mauritius
24. TAKE Innovations Inc., USA
25. Acunova Life Science Inc., USA (added during the year)
26. Acunova Life Sciences Limited, UK (added during the year)
27. Ecron Acunova GmbH, Germany (added during the year)
28. EcronAcunovaSdn. EShd., Malaysia (added during the year)
29. Ecron Acunova Company Limited, Thailand (added during the year)
30. Ecronsp.z.o.o. Poland (added during the year)
31. Ecron - The Czech Expert s.r.o (added during the year)
32. Ecron Limited United Kingdom (added during the year)
33. Ecron LLC Ukraine (added during the year)
34. Ecron Acunova Italia S.r.l (added during the year)
35. Ecron Acunova Russia (added during the year)
36. Ecron Acunova A/S, Denmark (added during the year)
37. Ecron AcunovaPte Limited, Singapore (added during the year)
Partner in Limited Liability Partnership
38. Navitas LLP, India
Key Management Personnel and Independent Directors
1. Mr. N. Kumar Chairman and Independent Director
2. Mr. Srinivasan H.R. - Vice Chairman and Managing Director
3. Mr. D.V. Ravi - Non - Executive Director
4. Mr. N. Rangachary - Independent Director resigned w.e.f 18th November 2015
5. Mr. S. Krishnamurthy - Independent Director
6. Mr. D. A. Prasanna - Independent Director - resigned w.e.f 16th April 201 5
7. Mr. R. Sundararajan - Independent Director
8. Prof. G. Raghuram - Independent Director
9. Ms. Uma Ratnam Krishnan - Independent Director
10. Mr. Ram Yeleswarapu - Chief Executive Officer
11. Mr. N.S. Nanda Kishore - Non- Executive Director
12. Mr. S. Srinivasan - Non- Executive Director
13. Mr .Raman Kapur - Independent Director w.e.f 9th November 201 5
14. Ms. N.S. Shobana - Chief Financial Officer
15. Ms. C.M. Lakshmi - Company Secretary Other Related Parties
1. TAKE Solutions Limited ESOP Trust, India- the trust is effectively controlled by the company.
2. Shriram Value Services Limited - Enterprise with common Director - Ceased w.e.f 6th April 2015
3. Asia Global Trading Chennai Pvt Ltd - Enterprise over which KMP has significant influence
7 Dues to Micro, small and medium enterprises
The Company has no dues to micro, small and medium enterprises as atMarch31,2016andMarch31,2015.
(Note 2.27 in the Notes forming part of the annual standalone financial statements).
8 Segment Reporting
The Company has identified Business Segment as its Primary segment and Geographic segment as its Secondary segment. The Company has identified Software Services and Products 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.
Mar 31, 2012
Mar 31, 2011
Amounts in the abridged financial statements are presented in Rupees in thousands except as otherwise stated. The previous year figures have been regrouped/reclassified, wherever necessary, to conform to the current presentation.
The financial statements are prepared in accordance with 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 as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI) Accounting policies have been consistently applied by the Company and are consistent with those used during the previous year.
(Refer to Schedule 12, 1 & 2 (j) in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).
Mar 31, 2010
SYSTEM OF ACCOUNTING:
The company adopts accrual basis of accounting in the preparation of accounts.
FIXED ASSETS AND DEPRECIATION
Fixed assets are valued at cost and depreciation is provided on straight line basis in accordance with the provisions of Schedule XIV to the Companies Act, 1956.
Long term investments are carried at acquisition cost and investments intended to be held for less than one year are classified as current investments and are carried at lower of cost and market value.
Maintenance Materials and Shops are valued at cost.
SALES, PROJECT MAINTENANCE FEE AND OTHER INCOME :
(a) Sale of constructed unit and others is accounted for on the basis of date of delivery of physical possession to the respective customer.
(b) Project maintenance charges and other income are accounted for on accrual basis except where the receipt of income is uncertain.
(c) Interest from customer is accounted for on receipt basis.
(a) Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered.
(b) Post employment and other long term employee benefits are charged off in the year in which the employee has rendered services. The amount charged off is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gain and losses in respect of post employment and other long term benefits are charged to Profit and Loss Account.
TAXES ON INCOME:
(a) Current Tax is determined as the amount of tax payable in respect of taxable income for the year.
(b) Deferred Tax is recognised, subject to consideration of prudence, in respect of deferred tax Assets/Liabilities arising on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent period.
Preliminary Expenses is written off over a period of ten years.
IMPAIRMENT OF ASSETS:
Impairment loss in the value of assets as specified in Accounting Standard - 28 is recognized whenever carrying value of such assets exceeds the market value or value in use, whichever is higher.