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Notes to Accounts of Take Solutions Ltd.

Mar 31, 2015

1. Company overview

TAKE Solutions Limited (referred to as 'TAKE' or 'the Company') and its subsidiaries provide a wide range of information technology and consultancy 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 8 countries. TAKE offers its clients in the Life Sciences space, unique IP based offerings as services & solutions. In the Supply Chain domain, TAKE focuses on mobility and collaboration requirements of customers including e-business solutions, integrating their supply chains with that of its distributors, suppliers and contract manufacturers.

As of March 31, 2015, 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, 2014 and are based on the annual accounts for the year ended March 31,2015.

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) 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 of 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.

(Note 1.1 in the Notes forming part of the annual standalone financial statements).

3. Contingent Liabilities

As at As at Particulars March 31,2015 March 31,2014

Corporate guarantee given by the Company to its direct and indirect subsidiaries -

a) APA Engineering Private Limited, Rs. 20.00 Mn Rs. 20.00 Mn India b) Navitas Life Sciences Holdings UK USD 21.50 Mn USD 21.50 Mn Limited,(formerly known as TAKE Global Limited, UK)

c) TAKE Solutions Global Holdings USD 43.75 Mn USD 43.75 Mn Pte Ltd, Singapore

Corporate guarantee given by the Company to its Limited Liability Partnership -

Navitas LLP Rs. 60.00 Mn Rs.60.00 Mn and and (formerly known as TAKE Solutions USD 2.00 Mn USD 2.00 Mn Global LLP)

Claims against the Company, not Rs. 18.62 Mn Rs.116.74 Mn acknowledged as debts

Outstanding Bank Guarantees Rs. 10.00 Mn Rs. 10.00 Mn

Claims 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. 18.62 Mn (Rs. 116.74 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 2007-08 the appeal is pending before Commissioner of Income Tax (Appeals), Chennai and in Honorable High Court of Judicature at Madras. For the AY 2006-07, the matter is pending before Honorable High Court of Judicature at Madras and Income Tax Appellate Tribunal, Chennai. For the AYs 2009-10 & AY 2011-12, the appeal is pending before Commissioner of Income Tax (Appeals), 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 ACIT.

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 31,2015.

(Note 2.28 in the Notes forming part of the annual standalone financial statements).

4. Dividend

The Board, at its meeting on November 12, 2014, declared an interim dividend of Rs. 0.30 per equity share and on February 06, 2015 declared second interim dividend of Rs. 0.30 per equity share. Further the Board at its meeting on May 15, 2015, 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, 2015 is Rs. 144.28 Mn (Rs. 140.43 Mn) including corporate dividend tax of Rs. 24.65 Mn (Rs. 20.80 Mn).

(Note 2.2 in the Notes forming part of the annual standalone financial statements).

5. Related Party Disclosure & Transactions

(a) List of related parties

Related Party Disclosure for the year ended March 31, 2015

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

3. TAKE Solutions Global Holdings Pte Ltd, Singapore

Subsidiaries (held indirectly)

4. RPC Power India Private Limited, India

5. APA Engineering Pte Ltd, Singapore (added during the year)

6. Towell TAKE Investments LLC, Sultanate of Oman

7. Towell TAKE Solutions LLC, Sultanate of Oman

8. TAKE Solutions MEA Limited, UAE

9. Mirnah Technology Systems Limited, Saudi Arabia

10. Applied Clinical Intelligence LLC, USA

11. TAKE Enterprise Services Inc., USA

12. TAKE Intellectual Properties Management Inc., USA (merged with Navitas,Inc. w.e.f. 15th July 2014)

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 RI Cv, Mexico

16. Navitas Life Sciences Holdings Limited, UK (formerly known as TAKE Global Limited, UK)

17. Navitas Life Sciences Limited, UK (formerly known as WCI Consulting Limited, UK )

18. Navitas Life Sciences, Inc., USA (formerly known as WCI Consulting Limited, USA)

19. TAKE 10 Solutions Private Limited, India (ceased w.e.f. 31stMarch 2015)

20. Million Star Technologies Limited, Mauritius

21. TAKE Innovations Inc., USA (added during the year)

Partner in Limited Liability Partnership

22. Navitas LLP (formerly known as TAKE Solutions Global 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

5. Mr. S. Krishnamurthy - Independent Director

6. Mr. D. A. Prasanna - Independent Director - resigned w.e.f. 16th April 2015

7. Mr. R. Sundararajan - Independent Director

8. Prof. G. Raghuram - Independent Director

9. Ms. Uma Ratnam Krishnan - Independent Director w.e.f. 12th November 2014

10. Mr. Ram Yeleswarapu - Chief Executive Officer

11. Mr. N.S. Nanda Kishore - Non- Executive Director

12. Mr. S. Srinivasan - Non- Executive Director

13. Ms. N. S. Shobana - Chief Financial Officer

14. 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 Private Limited - Enterprise with common Director

6. Dues to Micro, Small and Medium enterprises

The Company has no dues to micro, small and medium enterprises as at March 31,2015 and March 31,2014.

(Note 2.26 in the Notes forming part of the annual standalone financial statements).

7. 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.

8. The Company has revised depreciation rate on fixed assets as per the useful life specified in Schedule II of the Companies Act, 2013. Based on the current estimates, Depreciation & Amortisation for the year includes a sum of Rs. 4.86 Mn charged on the assets whose useful life is exhausted as on April 01, 2014 as per Schedule II of the Companies Act, 2013. The said amount has been adjusted against Retained Earnings along with the corresponding deferred tax liability reversal of Rs. 1.58 Mn. Further, a sum of Rs. 3.62 Mn has been adjusted against the retained earnings for the partner's share of the depreciation adjustment carried out by Navitas LLP. Had there not been any change in useful life of assets, depreciation for the year would have been higher by Rs. 1.28 Mn.


Mar 31, 2014

1. Company overview

TAKE Solutions Limited (referred to as ''TAKE'' or ''the Company'') and its subsidiaries provide a wide range of information technology and consultancy services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). The Company has accelerated its software product development life cycles along with other services in the LS Segment and also offers a unique combination of services including E- Business solutions in the SCM segment.

As of March 31, 2014, 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 Company''s registered office is in Chennai and it has 20 subsidiaries across the globe.

The abridged financial statements have been prepared pursuant to Rule 7A of the Companies (Central Government''s) General Rules and Forms, 1956 and are based on the annual accounts for the year ended March 31,2014.

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 confirm to the current presentation.

(b) 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 read with General Circular No.15/2013 dated 13th September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013 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.

(Note 1.1 in the Notes forming part of the annual standalone financial statements).

3. Contingent Liabilities

As at As at Particulars March 31, 2014 March 31, 2013

Corporate guarantee given by the Company to its direct and indirect subsidiaries -

a)APA Engineering Private Limited, Rs.20.00 Mn Rs. 20.00 Mn India

b)TAKE Global Ltd, UK USD 21.50 Mn USD 23.50 Mn

c)CMNK Computer Systems Pte Ltd, USD Nil USD 2.20 Mn Singapore

d)TAKE Global Holdings Pte Ltd, USD 43.75 Mn USD 43.75 Mn Singapore Corporate guarantee given by the Rs.60.00 Mn & Rs.200.00 Mn & Company to its Limited Liability Partnership - TAKE Solutions Global LLP USD 2.00 Mn USD 2.00 Mn

Claims against the Company, Rs. 116.74 Mn Rs. 34.85 Mn not acknowledged as debts.

Outstanding Bank Guarantees Rs. 10.00 Mn Rs. 10.00 Mn

Claims 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 of Rs. 116.74 Mn ( Rs. 34.85 Mn), including interest of Rs. 87.59 Mn upon completion of their tax review for Assessment Years 2005-06 to 2011- 12. These income tax demands are mainly on account of disallowance of in-house product development expenses for the AYs 2005-06 to 2010- 11 and also on account of disallowance of deduction claimed U/s. 10A for the AYs 2006-07 and 2007-08. Further for AY 2006-07 demand was also raised on account of including the profits earned by foreign subsidiaries in the Company''s taxable profits. For the AYs 2006-07 and 2007-08, the appeal is pending before Commissioner of Income Tax (Appeals), Chennai and in Honorable High Court of Judicature at Madras. For the AY 2008-09, the matter is pending before Honorable High Court of Judicature at Madras. For the AYs 2009-10 and 2010-11, the appeal is pending before Commissioner of Income Tax (Appeals), 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 ACIT. 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 31,2014.

(Note 2.30 in the Notes forming part of the annual standalone financial statements).

4. Dividend

The Board, in its meeting on November 11, 2013, declared an interim dividend of Rs. 0.30 per equity share and on January 31 2014 declared second interim dividend of Rs. 0.30 per equity share. Further the Board in its meeting on May 20, 2014, proposed 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 31,2014 is Rs. 140.43 Mn ( Rs. 139.49 Mn) including corporate dividend tax of Rs. 20.80 Mn ( Rs. 19.86 Mn).

5. Dues to Micro, Small and Medium Enterprises

The Company has no dues to micro, small and medium enterprises as at March 31,2014 and March 31,2013.

(Note 2.28 in the Notes forming part of the annual standalone financial statements).

6. 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 & Products and Sale of IT Infrastructure & 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.


Mar 31, 2013

1. Company overview

TAKE Solutions Limited (referred to as ''TAKE'' or ''the Company'') and its subsidiaries provide a wide range of information technology and consultancy services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). The Company has accelerated its software product development life cycles along with other services in the LS Segment and also offers a unique combination of services including E- Business solutions in the SCM segment.

As of March 31, 2013, 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 Company''s registered office is in Chennai and it has 22 subsidiaries across the globe.

The abridged financial statements have been prepared pursuant to Rule 7A of the Companies (Central Government''s) General Rules and Forms, 1956 and are based on the annual accounts for the year ended March 31, 2013.

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) 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.

(Note 1.1 in the Notes forming part of the annual standalone financial statements).

Claims against the Company not acknowledged as debts is in respect to demand from Indian Income Tax Authorities for payment of additional tax of Rs. 34.05 Mn (Rs. 54.63 Mn) upon completion of their tax review for the Assessment Years 2006-07 , 2007-08 and 2008-09. 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 Income Tax Appellate Tribunal (ITAT), Chennai.

Another Claims against the Company not acknowledged as debts is in respect to demand from Indian Income Tax Authorities for payment of additional tax of Rs. 0.80 Mn (Rs. Nil) has been received upon completion of their tax review for the assessment year 2009-10. The Company subsequent to the financial year has preferred an appeal against the Order and the matter is pending before the Commissioner of Income Tax Appeals, Chennai.

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. 15.91 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 Tamil Nadu against the order of ITAT.

The Company is contesting the demands and the Management, including its tax advisors, believes that its position will 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 this proceeding will not have a material adverse effect on the Company''s financial position and results of its operations.

(Note 2.30 in the Notes forming part of the annual standalone financial statements).

3. Dividend

The Board, in its meeting on November 09, 2012, declared an interim dividend of Rs. 0.30 per equity share and on February 14, 2013 declared another interim dividend of Rs. 0.30 per equity share. Further the Board in its meeting on May 24, 2013, proposed a final dividend 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, 2013 is Rs. 139.49 Mn (Rs. 139.49 Mn) including corporate dividend tax of Rs. 19.86 Mn (Rs. 19.86 Mn).

(Note 2.2 in the Notes forming part of the annual standalone financial statements).

4. Dues to Micro, small and medium enterprises

The Company has no dues to micro, small and medium enterprises as at March 31, 2013 and March 31, 2012. (Note 2.28 in the Notes forming part of the annual standalone financial statements).

5. 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 & Products and Sale of IT Infrastructure & 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.


Mar 31, 2012

1. Company overview

TAKE Solutions Limited(referred to as 'TAKE' or 'the Company') ano its subsidiaries provide a wide range of information technology ano consultancy services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). The Company has accelerated its software product development life cycles along with other services in the LS Segment and also offers a unique combination of services including E- Business solutions in the SCM segment.

As of March 31, 2012, TAKE Solutions Pte Limited owned 57.89% of the Company's equity share capital and has the ability to control its operating and financial policies. The Company's registered office is in Chennai and it has 22 subsidiaries across the globe.

The abridged financial statements have been prepared pursuant to Rule 7A of the Companies (Central Government's) General Rules and Forms, 1956 and are based on the annual accounts for the year ended March 31, 2012.

(Note 1 in the Notes forming part of the annual standalone financial statements)

2. Notes forming part of the 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 Statement

(a) Assets and Liabilities include balances which are both current and non-current in nature.

(b) The previous year figures have been regrouped/reclassified, wherever necessary, to conform to the current presentation.

(c) 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.

3. Contingent Liabilities Rs. n Mn

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Corporate guarantee gien by the Company to its direct and indirect subsidiaries.

a) APA Engineering

Private Limited, India 20.00 20.00

b) TAKE Global Ltd, UK 1107.46 976.06

c) CMNK Computer Systems

Pte Limited, Singapore 114.58 NIL

d) TAKE Global Holdings

Pte Ltd, Singapore 2278.50 NIL

Corporate guarantee given by the Company to its Limited Liability Partnership

TAKE Solutions Global LLP 193.01 215.00

Claims against the Company, not acknowledged as debts 54.62 54.62

Claims against the Company not acknowledged as debts is in respect to demand from Indian Income Tax Authorities for payment of additional tax of Rs. 54.62 Mn (Rs. 54.62 Mn) upon completion of their tax review for the Assessment Years 2006-07, 2007-08 and 2008-09. 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.

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. 15.91 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 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, 2012.

The Company is contesting the demands and the Management, including its tax advisors, believes that its position will 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 this proceeding will not have a material adverse effect on the Company's financial position and results of its operations.

(Note no. 2.30 in the Notes forming part of the annual standalone Financial Statements).

4. Quantitative details.

The Company is primarily engaged in the development and maintenance of computer software. The production and sale of such software 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 5(viii)(c ) of genera instructions for preparation of the Statement of Profit and Loss as per revised Schedule VI to the Companies Act,1956.

5. Related Party Disclosure & Transactions

(a) List of related parties Holding Company

TAKE Solutions Pte. Limited, Singapore

Subsidiaries (held directly)

1. APA Engineering Private Limited, India

2. TAKE Business Cloud Pvt Limited, India ( Formerly known as CMNK Consultancy & Services Private Limited, India)

3. TAKE Solutions Global Holdings Pte. Limited, Singapore Subsidiaries (held indirectly)

4. RPC Power India Private Limited, India (by virtue of control over composition of Board of Directors)

5. TOWELL - TAKE Investments LLC, Sultanate of Oman

6. TOWELL-TAKE Solutions LLC, Sultanate of Oman

7. TAKE Solutions MEA Limited, UAE

8. Mirnah Technology Systems Limited, Saudi Arabia

9. Applied Clinical Intelligence, LLC, USA

10. TAKE Enterprise Services Inc, USA

11. TAKE Intellectual Properties Management Inc, USA

12. TAKE Solutions Information Systems Pte. Limited, Singapore

13. TAKE Solutions Inc, USA

14. TAKE Supply Chain DeMexicoS De RI Cv, Mexico (Added during the year)

15. CMNK Computer Systems Pte. Limited, Singapore

16. TAKE Global Limited, UK

17. WCI Consulting Group Limited, UK

18. WCI Consulting Limited, UK

19. WCI Consulting Limited, USA

20. TAKE 10 Solutions Private Limited, India (Added during the year)

21. Million Star Technologies Limited, Mauritius (Added during the year)

Partner in Limited Liability Partnership

1. TAKE Solutions Global LLP, India.

Key Management Personnel

1. Mr. S. Sridharan, Managing Director

2. Mr. Srinivasan H.R., Vice Chairman & Non - Executive Director

3. Mr. D.V. Ravi, Non - Executive Director

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have taken place during the year

1. Aakanksha Management Consultancy & Holdings Private Limited, India

2. Shriram Capital Limited, India Other Related Party

1. TAKE Solutions Limited ESOP Trust, India- the trust is effectively controlled by the company.

2. W J Towell& Co. LLC, Sultanate of Oman , Joint Venture Partner

6. Investments

(a) During the year, the Company has further invested Rs. 1,809.35 Mn [44,099,100 Equity Shares of Singapore $ one each] at face value in its wholly owned subsidiary TAKE Solutions Globa Holdings Pte. Limited., Singapore.

(b) During the year, as part of the internal restructuring process, the Company had sold its entire holdings in TAKE Solutions Inc, USA and in Towell TAKE Investments LLC, Sultanate of Oman, for a total consideration of Rs. 501.13Mn and Rs. 60.81 Mn respectively to one of its wholly owned subsidiaries TAKE Solutions Global Holdings Pte. Ltd., Singapore at cost. As a result, no profit or loss has been recognized during the year in the Profit and Loss Account.

(Refer to Note no. 2.12 in the Notes forming part of the annual

standalone Financial Statements).

7. Dues to Micro, small and medium enterprises

The Company has no dues to micro, small and medium enterprises as at March 31, 2012 and March 31, 2011.

(Refer to Note no. 2.28 in the Notes forming part of the annua 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 & Products and Sale of IT Infrastructure & 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, 2011

1.Contingent liabilities

Amount in Rs. '000s Particulars Year ended Year ended 31-03-2011 31-03-2010

Corporate guarantee given by the Company to its direct and indirect subsidiaries a) APA Engineering Private Limited 20,000 20,000

b)TAKE Global Ltd, UK 976,057 NIL

Corporate guaratee given by the Company to its Limited Liability Partnership

TAKE Solutions Global LLP 215,000 NIL

Claims against the Company, 46,543 27,876 not acknowledged as debts [Net of amount paid to statutory authoritiesRs.8,081]

Outstanding Bank NIL 14,000 Guarantee

Claims against the Company not acknowledged as debts is in respect to demand from Indian Income tax authorities for payment of additional tax of Rs. 465.43 lakhs (Rs. 278.76 Lakhs) upon completion of their tax review for the assessment years 2006 07, 2007 08 and 2008 09. 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.

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, 2011.

The Company is contesting the demands and the Management, including its tax advisors, believes that its position will 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 this proceeding will not have a material adverse effect on the Company's financial position and results of its operations.

(Refer to Schedule 12, 1, AS 29 (a), (b), (c), (d) & (e) in the Significant Accounting Policies and Notes to Accounts of the annual standalone Financial Statements).

2. Quantitative details

The Company is primarily engaged in the development and maintenance of computer software. The production and sale of such software 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 and 4D of part II of schedule VI to the Companies Act, 1956.

(Refer to schedule 12, 2 ( c )in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).

3. Related party Disclosure & transactions

Related party Disclosure for the year ended March 31, 2011

List of Related parties

Holding Company

TAKE Solutions Pte. Limited, Singapore

Subsidiaries (held directly)

1. APA Engineering Private Limited, India

2. TOWELL TAKE Investments LLC, Muscat

3. TAKE Solutions Inc., USA

4. CMNK Consultancy & Services Private Limited, India

5. TAKE Solutions Global Holdings Pte. Ltd., Singapore (Added during the year)

Subsidiaries (held indirectly)

6. RPC Power India Private Limited, India (by virtue of control over composition of Board of Directors)

7. TOWELL TAKE Solutions LLC, Muscat

8. TAKE Solutions MEA Limited, Dubai

9. Mirnah Technology Systems Limited, Saudi Arabia

10. Applied Clinical Intelligence, LLC, USA

11. Clear Orbit Inc, USA (Merged with TAKE solutions Inc., USA w.e.f 30 Sept 10)

12. TAKE Solutions GMBH, Switzerland (Divested w.e.f 22 Feb 11)

13. TAKE Enterprise Services Inc, USA

14. TAKE Intellectual Properties Management Inc, USA

15. CMNK Services Private Limited, India (Divested w.e.f 10 Feb 11)

16. TAKE Solutions Information Systems Pte. Ltd. Singapore ( Added during the year)

17. CMNK Computer Systems Pte. Ltd., Singapore ( Added during the year)

18. TAKE Global Ltd., UK ( Added during the year)

19. WCI Consulting Group Ltd., UK (Added during the year)

20. WCI Consulting Ltd., UK (Added during the year)

21. WCI Consulting Ltd., USA (Added during the year)

Partner in Partnership Firm

1. TAKE Solutions Global LLP, India

Key Management Personnel

1. Mr. S. Sridharan, Managing Director

2. Mr. Srinivasan H.R., Vice Chairman & Non Executive Director

3. Mr. D.V. Ravi, Non Executive Director

4. Mr. Ram Yeleswarapu, Non Executive Director

5. Mr. Bala Latupalli, Non Executive Director

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have taken place during the year

1. Aakanksha Management Consultancy & Holdings Private Limited, India.

2. Shriram Capital Limited, India

Other Related Parties

1. TAKE Solutions Limited ESOP Trust, India the trust is effectively controlled by the company

2. WJ. Towell & Co, LLC, Muscat Joint Venture Partner.

(1) During the year, the Company has invested Rs 348,785 [10,000 Equity Shares of Sing $ one each] representing 100% stake in TAKE Solutions Global Holdings Pte. Ltd., Singapore.

(2) During the year, the Company has made additional investment in TOWELL TAKE Investments LLC amounting to Rs. 4,792,980 [39,219 Equity Shares of OMR one each] and Rs. 47,411,640 [392,190 Equity Shares of OMR one each] against Share Application Money remitted in the Previous Year(s).

(Refer to Schedule 12, 1, AS 13, (d), (e) in the Significant Accounting Policies and Notes to Accounts of the annual standalone Financial Statements)

6.Dues to micro, small and medium enterprises

The Company has no dues to micro, small and medium enterprises as at March 31, 2011 and March 31, 2010.

(Refer to Schedule 12, 2 (j) in the Significant Accounting Policies and Notes on accounts of the annual standalone Financial Statements).


Mar 31, 2010

1.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 (k) in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).

2.Contingent liabilities

Amount in Rs. 000

Particulars Year ended Year ended

31-03-2010 31-03-2009

Corporate 20,000 50,000

guarantee given

by the Company

to one of its

subsidiaries

APA Engineering

Private Limited

Claims against

the Company, 27,876 18,039

not acknowledged

as debts [Net of

amount paid to

statutory

authorities

Rs.8,081]

Outstanding Bank 14,000 NIL

Guarantee

Claims against the Company not acknowledged as debts is in respect to demand from Indian Income tax authorities for payment of additional tax of Rs. 278.76 lakhs (Rs. 180.39 Lakhs) upon completion of their tax review for the assessment years 2006-07 & 2007-08 respectively. 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.

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 companys financial position and results of operation and hence, no adjustment has been made to the financial statements for the year ended March 31, 2010

The Company is contesting the demands and the Management, including its tax advisors, believes that its position will 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 this proceeding will not have a material adverse effect on the Companys financial position and results of its operations.

(Refer to schedule - 12, 1, AS - 29 (a), (b), (c) in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).

3. Quantitative details

The Company is primarily engaged in the development and maintenance of computer software. The production and sale of such software 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 and 4D of part II of schedule VI to the Companies Act, 1956.

(Refer to schedule - 12, 2 ( c )in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).

4. Related party Disclosure & transactions

Related party Disclosure for the year ended March 31, 2010 List of Related parties Holding Company

TAKE Solutions Pte. Limited, Singapore

Subsidiaries

1. TAKE United Sdn. Bhd., Malaysia (Ceased w.e.f .01.11.2009)

2. APA Engineering Private Limited, India (formerly known as Autopartsasia Private Ltd)

3. TOWELL-TAKE Investments LLC, Muscat

4. TAKE Solutions Inc., USA

5. CMNK Consultancy & Services Private Limited, India

6. TAKE Solutions Global LLP, India (Incorporated and added during the year)

Step Subsidiaries

7. TOWELL-TAKE Solutions LLC, Muscat

8. TAKE Solutions MEA Limited, Dubai

9. Applied Clinical Intelligence, LLC, USA

10. Clear Orbit Inc, USA

11. TAKE Solutions GMBH, Switzerland

12. CMNK Services Private Limited, India

13. TAKE Enterprises Solutions Inc, USA

14. TAKE Intellectual Properties Management Inc, USA

15. Mirnah Technology Systems Limited, Saudi Arabia (added during the year)

16. RPC Power India Private Limited, India. (considered during the year by virtue of control over composition of board of directors)

Key Management Personnel

1. Mr. S. Sridharan, Managing Director

2. Mr. R. Seshadri, Executive & Whole-time Director (Ceased w.e.f 30.01.2010)

3. Mr. T.K. Wong, Chairman (Ceased w.e.f 22.05.2009)

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

7. Mr. Bala Latupalli, Non - Executive Director (Appointed on 30.01.2010)

Enterprises over which Key Management Personnel and their relatives exercise significant influence with whom transactions have taken place during the year

1. Aakanksha Management Consultancy & Holdings Private Limited, India.

Other Related Parties

1. TAKE Solutions Limited ESOP Trust, India - the trust is effectively controlled by the company

2. WJ. Towell & Co, LLC, Muscat - Joint Venture Partner.

(Refer to schedule 12, AS - 18, in the Significant Accounting Policies and Notes on accounts of the annual standalone financial statements).

(1) During the year, the Company has invested Rs. 99,000 representing 99% stake in TAKE Solutions Global LLP.

(2) During the year, the Company has sold its entire holding in TAKE United Sdn.Bhd for a total consideration of Rs. 288.75 Lakhs and the profit on disposal of investments recognized thereon is Rs. 23.86 Lakhs.

(Refer to schedule - 12, 1, AS - 13, (d), (e) in the Significant Accounting Policies and Notes to Accounts of the annual standalone financial statements).

5.Transactions with Key Management personnel

Particulars of remuneration and other benefits paid to Whole Time Directors, Non-Executive Directors and independent Directors for the years ended March 31, 2010 and March 31, 2009 are as follows:

The above excludes gratuity and leave encashment payable which cannot be separately identified from the composite amount advised by the actuary.

(Refer to Schedule - 12, 2 (b) in the Significant Accounting Policies and Notes on accounts of the annual standalone financial statements).

6.Dues to Micro, small and medium enterprises

The Company has no dues to micro, small and medium enterprises as at March 31, 2010 and March 31, 2009.

(Refer to schedule - 12, 2 (j) in the Significant Accounting Policies and Notes on accounts of the annual standalone financial statements).

 
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