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Directors Report of Take Solutions Ltd.

Mar 31, 2017

Dear Shareholders,

The Director have pleasure in presenting the SICTEENTH Annual Report of the Company together with the Annual Statement of Accounts for the financial year ended March 31,2017.

1. Financial Highlights

Particulars

Consolidated

Standalone

March 31,2017

March 31,2016

March 31, 2017

March 31,2016

Total Income

13,520.07

10,508.84

421.42

392.14

Total Expenditure

10,890.98

8,168.44

199.11

185.77

EBITDA

2,629.09

2,340.40

222.31

206.37

Depreciation & Amortization

874.49

742.94

7.96

1.86

Profit/ (Loss) Before Interest & Tax

1,754.60

1,597.46

214.35

204.51

Finance Cost

224.96

147.94

29.23

1.91

Provision for Taxation

191.56

200.84

1.59

20.31

Minority Interest

30.86

52.14

-

-

Profit/(Loss) After Tax (after Minority Interest)

1,307.22

1,196.54

183.53

182.29

Transfer to Capital Reserves

0.89

1.03

Nil

Nil

Transfer to General Reserves

Nil

Nil

Nil

Nil

Earnings per Share

10.25

9.97

1.44

1.52

Equity Share (in numbers)*

127,498,23

120,498,123

127,498,123

120,049,750

*As per the guidance note on a accounting for Employee share – based payments issued by ICAI, shares allotted to Trust but not transferred to employees is required to be reduced from share capital and reserves. Out of 2,400,000 equity shares allotted to Trust, 164,727 shares have been exercised by employees up to March 31, 2017. Accordingly the financial accounts have been dealt in line with guidelines note.

2. Financial Performance

During the year under review, your Company earned a Consolidated Revenue of Rs. 13,520 Mn an EBITDA margin of 19% as compared to Rs. 10,509 Mn with EBITDA of 22% in the financial year 2016-17. The Standalone revenue was Rs. 421 Mn with an EBITDA of 53% compared to Rs. 392 Mn with EBITDA of 53% in the financial year 2016-17.

3. Dividend

The Company continued its practice of distributing consistent dividend during the Financial Year:

- 1st Intention Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on November 03, 2016.

- 2nd Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on February 02, 2017.

The said Interim Dividends were paid December 01, 2016 and March 01, 2017 respectively. Your Directors are now pleased to recommends a final Dividend of Rs. 0.40/- per Equity Share (40%), which shall be payable on approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amount to Rs. 1/- per Equity share (100%).

The total cash outflow on accounts of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to 165.35Mn.

4. Share Capital

During the year under review, the Company has made fresh issue of 10,836,800 Equity shares (including a Share Premium of Rs. 165.10 per Equity Share) through Qualified institutional Placement (QIP) in July 2016.

Pursuant to the aforesaid issue and allotment of Equity Shares, the paid –up capital of the Company stood at Rs. 133,236,800 (133,236,800 shares of Rs. 1 each) as March 31, 2017 as compared to Rs. 122,400,000 (122,400,000) shares of Rs. 1 each) as at March 31, 2016.

5. Transfer to Inventor Education and Protection Fund (IEPF)

As per Section 205(c ) of the Companies Act, 1956 the amount which remained unpaid or unclaimed for a period of 7 years has to be transferred to investor Education and Protection Fund. Accordingly unclaimed amount of Rs. 53,271 which remained unclaimed from 2008-09 has been transferred to IEPF Account within the specified timeline. The unpaid dividend pertaining to the dividend declared for the Financial Year 2009-10 shall be transferred to the Investors Education and Protection Fund on October 07, 2017. Details of unclaimed dividend as on March, 31, 2017 has been provided under the section Corporate Governance Report.

The Register of Members and Share Transfer books will remain closed from Statutory, August 05, 017 to Friday, August 11, 2017 (both days inclusive). The Annual General Meeting has been scheduled on August 11, 2017.

6. Holding Company

TAKE Solution Pte. Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and their Present Equity Holding is 53.18%.

7. Subsidiaries

Direct Subsidiaries

-APA Engineering Private Limited, India

-TAKE Solutions Global Holdings Pte Ltd, Singapore

-Ecron Acunova Limited, India (Formerly Known as Manipal Acunova Limited)

-Navitas LLP, India

Steps-down Subsidiaries

-APE Engineering Private Limited, Singapore

-APE Engineering lnc., USA

-Towell TAKE Investments LLC, Muscat

-TAKE Solutions MEA Limited, UAE

-Mirnah Technologies System Limited, Saudi Arabia

-TAKE Enterprise Services lnc., USA

-TAKE Solution Information Systems Pte Ltd, Singapore

-Navitas, lnc, USA

-TAKE Supply Chain De MexicoS De RIDe CV, Mexico

Navitas Life Sciences Holdings Limited, UK

-Navitas Life Sciences Limited, UK

-Navitas Life Sciences, lnc USA

-TAKE Symergies lnc., USA

-TAKE Datawork lnc., USA

-Intelent lnc., USA

-Astus Technologies lnc., USA

-Million Star Technologies Limited, Marutius

-TAKE Innovations lnc., USA

-Acunova Life Science lnc., USA

-Acunova Life Sciences Limited, UK

-Ecron Acunova Gmbh, Germany

-Ecron Acunova Sdn, Bhd., Malaysia

-Ecron Acunova Company Limited, Thailand

-Ecron Acunova sp.z.o.o. Poland

-Ecron Acunovaa Limited, UK

-Ecron LLC, Ukraine

-Ecron Acnova A/S, Denmark

-Ecron Acunova Pte Ltd, Singapore

-Ecorn – The Czech Ecperts s.r.o (liquidated on Mar 20, 2017)

-Ecorn Acunova Italia S.r.l (liquidated on Dec 30, 2016)

8. Changing in nature of Business, if any

There was no change in the nature of business of the Company during the financial year ended March 31, 2017.

9. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Accounting Standards (AS) 21, and other recognized accounting practices and policies. The Consolidated Financials are also available in the website of the Company http://www.takesolutions.com/

Financials of the Company

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and SEBI’s Circular No. SEBVFD/FD/DIL/LA/2/2007/26/4 dated April 26, 2007 the Financial Statements are provided in abridged form in this Annual Report. Accordingly an Abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of profit and Loss may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet & Statement of Profit and Loss will also be available for inspection at the Registered Office of the Company and also in the website of the Company http://www.takesolutions.com/

Financials of Subsidiaries

The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request. However as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1, forming part of the Annual Report.

10. Directors

The Composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company.

The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management.

None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosure, as required under various provisions of the Companies Act, 2013 and Listing Regulation.

a) Directors relating by rotation

Pursuant to Section 152 of the Companies Act, 2013 read with the Article 609(iv) of the Article of Association of the Company. Mr. Ram Yeleswarapu, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment. A brief of Mr. Ram Yeleswarapu is provided below:

Mr. Ram Yeleswarapu is responsible for overseeing the operations and profitability of Company. He started his career with Tata Steel at Jamshedpur. In the US, the has worked with large pharmaceutical Companies like Merck, Parke Davis and Amgen, across a range of business applications from development to commercialization of drugs. Mr. Ram Yeleswarapu holds an Engineering degree from the Indian Institute of Technology, Chennai. The does not directly hold any shares in the Company.

b) Appointment of Independent Directors

Mr. Venkataraman Murali was appointed as an Additional Director by the Board on May 18. 2017. The Company has received a Notice under Section 160 of the Companies Act, 2013 from a Member proposing his candidature to be appointed as an Independent Director for a term of 5 years effective from May 18, 2017. Members’ approval for his appointment as Independent Director has been sought in the Notice convening the Annual General Meeting of the Company.

A brief profile of Mr. Venkataraman Murali is provided below:

Mr. Venkataraman Muruli holds a degree in Bachelors of Commerce, from Vivekananda Collage, Chennai. He is a Fellow member of the institute of Chartered Accountants of India and an Associate member of the Institute of Cost Accountnats of India and has to his credit more than 30 years of experience in the relevant fields. He has been elected as Central Council Member of the Institute of Chartered Accountants of India for four terms in success for the periods from 2004-2016 and secured sixth consecutive record win in ICAI elections from the Solution Region.

He does not hold any shares in the Company.

c) Appointment of Executive Directors

i. The Nomination and remuneration committee in its meeting held on February 02, 2017 recommended the appointment of Ms. Subhasri Sriam as an Executive Director of the Company and recommended the same to the Board and subsequently the Board approved her appointment in its meeting held on February 02, 2017, the appointment is subject to the ratification of the Shareholders. A brief profile of Ms. Subhasri Sriram is given below.

Ms. Subhasri Sriram holds a degree of master of Commence. She is the member of the Institute of Cost Accounts of India and also Member of the Institute of Company Secretarial of India. She was Institutional in setting up Retail Finance of Shriram Group. she has over 20 years of experience in retail and corporate finance, treasury & fund management and corporate administration.

She holds 100 shares in the Company.

ii. The Nomination and remuneration committee in its meeting held on February 02, 2017 recommended the appointment of Ms. Shobana N S as an Executive Director of the Company and recommended the same to the Board and subsequently the Board approved her appointment in its meeting held on February 02, 2017. The appointment is subject to the ratification of the shareholders. A brief profile of Ms. Shobana N S is given below:

Ms. Shobana is a member of the institute of Chartered Accountants of India and also a member of Cost Accounts of India and also a member of cost Accounts of India. She has been associated with the Company for the last 20 years and has held various positions in the Organization. She was the Chief Financial Officer of the Company before she was promoted as Director of the Company.

She holds 59,000 shares in the Company.

d) Directors’ resignation

-Mr. N.S. Nanda Kishore, Non-executive Director resigned from the Directorship of the Company with effect from February 02, 2017.

-Mr. S. Krishnamurthy, Independent Director resigned from the Directorship of the Company with effect from May 10, 2017.

Your Directors place on record their application for the valuable advice and guidance rendered by Mr. N.S. Nanda Kishore and Mr. S. Krishnamurthy during their tenure as Directors of the Company.

11. Declaration by Independent Directors

All Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013 confirming that they are in compliance with the criteria laid down in the above said section for being an Independent Director of the Company.

12. Number of Board Meetings

A calendar of Meeting is prepared and circulated in advance to the Directors. The Board of Directors met 5 (five) times during the financial year 2016-17. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

13. Familiarization Programme

The Board Members are provided various updates and presentations with respect to Company’s business and operations, its future plan and outlook and other important developments from time to time. Subject matter experts from the organization also provide regular updates to the Board members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding Company’s business, operations and other requisite information may be found on Company’s website www.takesolutions.com

14. Evaluation of the Board’s Performance

The Board has carried out an evaluation of Directors as well as evaluation of Board and Committee as required under the provisions of the Companies Act, 2013 and the regulation 17 & 19 read with Part D of Schedule II SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The process was carried out by circulating evaluation forms on various criteria including attendance, participation in Meetings, engagement with the management in making decisions, understanding the Company to follow the best industry practices.

Based on the criteria, the Independent Directors also reviewed the performance of the Non-Executive Directors and the Board as a whole as well as the performance of the Chairman of the Company, taking into accounts the views of the Executive Directors and Non-Executive Directors. At the meeting of Independent Directors held on march 23, 2017 they, inter-alia assessed the quarterly, quantity and timelines of flow of information between Company management and the Board that is necessary for the Board to effectively and reasonably performance its duties.

The Independent Directors were also evaluated by the Board based on the professional conduct, role and responsibilities as specified in Schedule IV to the Companies Act, 2013. The evaluation of the Board, as a whole was based on composition and statutory compliance, undertaking of business risks, adherence to process and procedures, overseeing management’s procedures for enforcing the organization code of conduct, ensuing that various policies, including the whistle blower policy of the Company were in force and actions taken as appropriate.

15. Changes in Key Managerial Personnel

During the year under review, Ms Lakshmi C.M. resigned as Company Secretary w.e.f. July 01, 2016 and Mr. Avaneesh Singh was appointed as the Company Secretary of the Company w.e.f. August 01, 2016.

Ms. Subhashari Sriram took over the charge as Chief Financial Officer w.e.f. April 01, 2017 in place of Ms. Shobana N S.

16. Secretarial Audit

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed Mr. M. Alagar, Practicing Company Secretary, to carry out the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2017 is provided as Annexure 1.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

17. Auditors

M/s Sudar, Srini & Sridhar, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of 3 years until the conclusion of this 16th Annual General Meeting. In view of the same, the Board at its Meeting held on May 18, 2017 pursuant to the recommendation of the Audit Committee and subject to approval of the shareholders, has appointed M/s. GD Apte & Co. Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from this Annual General meeting till the shareholders at every Annual General meeting. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued there under (including any statutory modification(s) or re-appointment(s) for the time being force), from M/s. GD Apte & Co. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under SEBI (LODR) Regulations.

The Auditor’s Report does not contain any qualification, reservation or adverse remark. Also there has been no instance of fraud reported by the Auditors during the period under review.

18. Internal Audit

The internal audit was carried out by the Chief Internal Auditor with the support of various co-sourced partners at different locations. The reports of the internal auditors along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequate of the internal auditors.

19. Internal Control System

The Company follows a detailed process of internal Control System. The financial and operational controls are firmly but built in with these internal process which are documented. All these process are clearly communicated to all team members and can be easily accessed in the internal quality management system. These controls are continuously monitored and gaps if any are identified and new or improved controls are implemented as and when required.

20. Adequacy of Internal Financial Controls with reference to Financial Statements

The Company has implemented and evaluated the Internal Financial controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable status and policies, safeguarding of assets, prevention and declaration frauds, accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

21. Risk Management

The Company has implemented a sustainable Risk management framework that provides timely & accurate decision, support and create an environment where every employees is a part of risk management. The Chief Risk Officer of the Company who is part of the Risk Management Committee monitors the framework and present to the Audit Committee a quarterly report on the updates of the risk management and mitigation. The committee has evolved and identified various risks pertaining to the industry in which the company operates, Mitigation measures for those identified risks are prepared in consultation with the employees of the Company. the prioritized Risk lists are reviewed and action plans are drawn up to mitigate the same.

22. The details of significant and material orders passed by the regulators or courts or tribunals Impacting the going concern status and company’s operations in future

There are significant and material orders passed by the regulators or court or tribunals that may have an impact for the company as a going concern and/ or company’s operations in the future.

23. Related Party Transactions

The Audit Committee had review all related party transactions that were entered into during the financial year and found them to be on arms length basis and ordinary course of business. As required under the provisions of Section 188 of the Companies Act, 2013, read with Companies (Meeting of Board and its Powers) Rules, 2014 & Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2005, the Audit Committee had give its prior approval to these transactions which could be foreseen and an omnibus approval up to Rs. 1 crore per transaction was granted in respect of adhoc transactions that cannot be estimated.

There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 2.

All Related Party Transactions as required under Accounting Standards AS-18 are reported in Note 24- Notes to Accounts of the Standalone financial statements of your Company.

The Policy on related party transactions as approved by the Board is uploaded in the Company’s website : http://www.takesolutiions.com/images/corporate%20governance/policy-on-related-party-transactions.pdf

24. Particular of Loans, guarantees or investments

During the Financial Year under review, the Company had given loan amounting to Rs. 297 Mn to its wholly owned subsidiary M/s Ecron Aucnova Limited (f.k.a. Manipal Acunova Limited).

During the year under review Company had not availed any loan.

During the financial year the Company has made an investment in its wholly owned subsidiary M/s. TAKE Solutions Global Holding Pte Ltd for an amount of Rs. 245.76 Mn.

25. Material changes and commitments, if any, affecting the financial position of the company

There are no material changes or commitments affecting the financial position of the company, which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

26. Deposits

During the year under review, the Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

27. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013

The Company has in place a policy on Prevention of Sexual Harassment (POSH) in accordance with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Familiarization and sensitization programmes are conducted for employees at regular intervals. The policy is available in the intranet for access by employees. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Internal Compliance Committee.

28. Report on Corporate Governance

Our Company strives to maintain high standards of Corporate Governance in all our interaction with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and form part of the Board’s Report as Annexure 3.

29. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as per the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is presented separately, which forms part of the Board’s Report as Annexure 4.

30. Corporate Social Responsibility

The Company is committed to on-going contributions to Society through a comprehensive CSR framework. TAKE Solutions has contributed an amount of Rs. 10.12 Mn towards Healthcare; Environment; Education & Sports During the FY 2016-17. The details of the CSR activities forms part of the Board’s Report as Annexure 5

31. Extract of the Annual Return

The extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 form part of the Board’s report as Annexure 6.

32. Particulars of Employees

Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel ) Rules, 2014 no employee has drawn a remuneration of more than Rs, 1.2 crores per annum, if employed throughout the financial year and Rs. 8.5 lakh per month, if employed for part of the financial year.

33. Policy on Director’s & KMP’s appointment and remuneration

The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directors’ and Key Managerial Personnel. The policy also provides for criteria to determine the qualifications, positive attributes independence of a Director, recommend to the Board their appointment and remuneration for the Directors, Key Managerial Personnel and other employees. A copy of Nomination, Remuneration & Evaluation policy of the Company is provided as Annexure 7.

The Managing Director of the Company does not draw any remuneration. The Independent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Sec 197 of the Companies Act, 2013. The Nomination & Remuneration Committee recommended the remuneration payable to the KMPs. A note on the remuneration policy is provided under the head Corporate Governance Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules, 2014 are provided under Annexure 7A.

34. Employees Stock Option Scheme

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Pursuant Scheme) Guidelines, 1999, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on straight line basis over the visiting period.

During the current financial year, the Company has not granted any options to its employees under TAKE Solution Limited Employee Stock Option Scheme 2007.

Disclosure in compliance with the Rule 12 of Companies (Share and Debenture) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

ESOS - 2007

Particular

Series – I

Series –II

Series – III

Series - IV

1. Grant Price – Rs.

73.00

73.00

73.00

73.00

2. Grant Date

April 02, 2008

May, 26, 2008

August, 07, 2015

March, 24, 2016

3. Vesting commence on

April 01, 2009

May, 25, 2009

August, 06, 2016

March 23, 2017

4. Vesting Schedule

30% of grant on April 01,2009, subsequent 30% of grant on April 01, 2010 and balance 40% of grant on April 01, 2011

30% of grant on May 25,2009, subsequent 30% of grant on May 25, , 2010 and balance 40% of grant on May 25, 2011

30% of grant on August 06,2016, subsequent 30% of grant on August 06, 2017and balance 40% of grant on August 06, 2018

30% of grant on March 27, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019

5. Option Granted and outstanding at the beginning of the year

25,100

7,000

1,265,000

150,000

6. Option granted during the year

Nil

Nil

Nil

Nil

7. Option lapsed and /or withdrawn during the year

23,100

3,000

121,003

50,000

8. Option excised during the year against which shares were allotted

2,000

4,000

108,977

Nil

9. Option granted and outstanding at the end of the year of which -Options vested -Option yet to vest

Nil

Nil

Nil

Nil

240,523

794,500

30,000

70,000

10. Money realized by exercise of option during the year – Rs.

146,000

292,000

7,955,321

Nil

Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plant of the Company are available on the website of the Company at www.takesolutins.com

35. Conservation of Energy, Research And Development, Technology Absorption

a) Measures taken to reduce energy consumption

-Continual improvement by Optional cooling of work areas and data centres, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand – alone air conditioners only when required and disposal of HW obsolesces.

b) Technology Absorption – Your Company adopts appropriate Technology advancement in providing best services to its customers.

Imported technology (imported during the last three years reckoned from the beginning of the financial year) – Nil.

36. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

For the Financial year 2016 – 17: Rs. 2.25 Mn

For the Financial Year 2015-16: Rs. 78.25 Mn

Forex used:

For the Financial Year 2016-17: Rs. 14.01 Mn

For the Financial Year 2015-16: Rs. 10.38 Mn

An amount of Rs. 70.86 Mn was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2016-17 and final dividend for the Financial Year 2015-16.

37. Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report has been prepared for the FY 2016-17 and the same is available at www.takesolutions.com

38. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

b) The Director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the financial year and of profit and loss company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the company and preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

We thank our investors, customers, vendors, bankers, Regulatory and Government authorities for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

By Order of the Board

Srinivasan H.R. D.V. Ravi

Place: Chennai Managing Director Director

Date: May 18, 2017 DIN: 0000130277 DIN: 0000171603


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the FOURTEENTH Annual Report of the Company together with the Audited Accounts for the year ended March 31,2015.

1. Financial Highlights

(Rs. in Mn, except per share data)

Particulars Consolidated

March 31, 2015 March 31, 2014

Total Income 7,386.75 8,216.91

Total Expenses 5,810.08 6,682.81

EBITDA 1,576.67 1,534.10

Depreciation & Amortization 596.07 768.84

Profit / (Loss) Before Int & Tax 980.60 765.26

Finance Cost 126.87 137.69

Provision for Taxation 54.42 9.98

Minority Interest 100.48 37.59

Profit / (Loss) After Tax (after 698.83 580.00 Minority Interest)

Earnings Per Share 5.82 4.83

Equity Shares (in numbers)* 120,000,000 120,000,000

Particulars Standalone

March 31, 2015 March 31, 2014

Total Income 386.86 482.03

Total Expenses 245.55 224.35

EBITDA 141.31 257.68

Depreciation & Amortization 7.43 53.79

Profit / (Loss) Before Int & Tax 133.88 203.89

Finance Cost - 23.36

Provision for Taxation 20.70 9.43

Minority Interest - -

Profit / (Loss) After Tax (after 113.18 171.10 Minority Interest)

Earnings Per Share 0.94 1.43

Equity Shares (in numbers)* 120,000,000 120,000,000

*As per the guidance note on accounting for Employee share-based payments issued by ICAI, shares allotted to Trust but not transferred to employees is required to be reduced from share capital and reserves. Out of 2,400,000 equity shares allotted to Trust, no shares have been exercised by employees up to 31-03-2015. Accordingly the financial statements have been dealt in line with the guidance note.

2. Financial Performance

During the year under review, your Company earned a Consolidated Revenue of Rs. 7,387 Mn with an EBITDA margin of 21% as compared to Rs. 8,217 Mn with EBITDA of 19% in the fiscal 2014. The Standalone revenue was Rs. 387 Mn with an EBITDA of 37% compared to Rs. 482 Mn with EBITDA of 53%. The drop in revenue was due to the divestment of low margin businesses which has led to the increase in the operating profit.

3. Dividend

The Company paid the following Interim Dividends during the Financial Year:

* 1st Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on November 12, 2014

* 2ndInterim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on February 06, 2015

The said Interim Dividends were paid on December 05, 2014 and February 27, 201 5 respectively. Your Directors are now pleased to recommend a final Dividend of Rs. 0.40/- per Equity share (40%), which shall be payable on approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amounts to Rs. 1 /-per Equity share (100 %).

The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to Rs. 144.28 Mn.

The Register of Members and Share Transfer books will remain closed from August 22, 2015 to August 28, 201 5 (both days inclusive). The Annual General Meeting has been scheduled on August 28, 2015.

4. Holding Company

TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and the Present Equity Holding is 57.89%.

5. Subsidiaries (held directly)

* TAKE Solutions Global Holdings Pte Ltd, Singapore

* TAKE Business Cloud Private Limited, India

* APA Engineering Private Limited, India

Partner in Limited Liability Partnership

Navitas LLP (formerly known as TAKE Solutions Global LLP), India

Subsidiaries (held indirectly)

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

* Navitas,Inc (formerly known as TAKE Solutions, Inc), USA

* Navitas Life Sciences Limited (formery known as WCI Consulting Limited), UK

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

* Applied Clinical Intelligence LLC., USA

* Million Star Technologies Limited, Mauritius

* TAKE Enterprises Services Inc., USA

* TAKE Supply Chain De MexicoS De RI De CV, Mexico

* TAKE Solutions Information Systems Pte Ltd, Singapore

* TO WELL TAKE Investments LLC., Oman

* TO WELL TAKE Solutions LLC., Oman

* TAKE Solutions MEA Limited, UAE

* Mirnah Technologies Systems Limited, Saudi Arabia

* RPC Power India Private Limited, India

* APA Engineering Pte Ltd, Singapore

* TAKE Innovations Inc, USA

During the Financial Year, TAKE 10 Solutions Private Limited, India was divested and TAKE Intellectual Properties Management Inc., USA was merged with its parent company Navitas Inc, USA.

6. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Accounting Standard (AS) 21, and other recognized accounting practices and policies. The Consolidated Financial Statements are also available in the website of the Company.

Financials of the Company

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and SEBI's Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.04.2007 the Financial Statements are provided in abridged form in this Annual Report. Accordingly, an Abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of Profit & Loss, may write to the Company Secretary at the Registered Office of the Company. The detailed Financial Statements will be available for inspection at the Registered Office of the Company during working hours of the Company and also in the website of the Company (www.takesolutions.com).

Financials of Subsidiaries

The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request. However, as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1, forming part of the Annual Report.

7. Directors

The Composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company.

The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management.

Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 read with the Article 32 of the Articles of Association of the Company, Mr. S. Srinivasan, Non- Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Independent Directors' Appointment

Ms. Uma Ratnam Krishnan was appointed as an Additional Director by the Board on November 12, 2014. The Company has received a Notice under Section 160 of Companies Act, 2013 from the Members proposing her candidature to be appointed as Independent Director for a term of 5 years effective from November 12, 2014. Members' approval for her appointment as Independent Director has been sought in the Notice convening the Annual General Meeting of the Company.

Directors' resignation

Mr. D.A. Prasanna, Independent Director tendered his resignation with effect from April 16, 2015. The Board had approved the resignation by way of circular resolution dated April 17, 2015, which was noted by the Board in its ensuing meeting.

A brief note on the Director retiring by rotation and eligible for re-appointment as well as the Independent Director seeking appointment is furnished in the Report on Corporate Governance.

Declaration by Independent Directors

All Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013 confirming that they are in compliance with the criteria laid down in the Section 149(6) for being an Independent Director of the Company.

8. Number of Board Meetings

The Board of Directors met 7 (seven) times during the financial year 2014-15. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

9. Familiarization Programme

The Company has a familiarization program for Independent Directors pursuant to Clause 49 of the Listing Agreement. The same is uploaded in the Company's website: http://www.takesolutions.com/corporate- governance

10. Evaluation of the Board's Performance

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board along with the Nomination & Remuneration Committee, developed and adopted the criteria and framework for the evaluation of its performance.

The Independent Directors evaluated the performance of the Non- Executive Directors, Chairman and the Board at a meeting of Independent Directors held on March 19, 2015. Directors were evaluated on various criteria including attendance, participation in Board Meetings, engagement with the management in making decisions, understanding the Company's business and that of the industry and in guiding the company to follow the best industry practices.

The Independent Directors were also evaluated by the Board based on the professional conduct, roles and responsibilities as specified in Schedule IV to the Companies Act, 2013. The evaluation of the Board as a whole was based on composition and statutory compliance, understanding of business risks, adherence to process and procedures; overseeing management's procedures for enforcing the organization's code of conduct, ensuring that various policies, including the whistle blower policy of the Company were in force and actions taken as appropriate.

11. Secretarial Audit

The Board had appointed Mr. M. Alagar, Practicing Company Secretary, to carry out Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2015 is provided in the as Annexure 1.

The Secretarial Auditor's Report does not contain any qualification, reservation or adverse remark.

12. Auditors

The Statutory Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered Accountants, were appointed by the members in the 13th Annual General Meeting for a period of 3 years until the conclusion of the 16th Annual General Meeting subject to ratification by the shareholders at every Annual General Meeting. The Company has received a certificate from the Auditors to the effect that the appointment, if made would be within the limits prescribed under Section 141(g) of the Companies Act, 2013. Members ratification for the appointment of Statutory Auditor has been sought in the Notice convening the Annual General Meeting of the Company.

The Auditor's Report for the Financial Year does not contain any qualification, reservation or adverse remark.

13. Internal Audit

During the Financial Year, your Company had engaged the services of M/s G.D. Apte, Chartered Accountants, Pune as Internal Auditors to carry out internal audit for the Company and its subsidiaries. In the case of foreign subsidiaries, Internal Auditors were appointed in the respective countries. The reports of the internal auditors along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of the internal audits.

14. Internal Control System

The Company follows a detailed process of Internal Control System. The financial and operational controls are firmly knit with these internal processes which are documented. All these processes are clearly communicated to all team members and can be easily accessed in the internal quality management systems. These controls are continuously monitored, and gaps if any, are identified and new or improved controls are implemented as and when required.

15. Risk Management

The Company has implemented a sustainable Risk Management framework that provides timely & accurate decision support and create an environment where every employee is an integral part of risk management. The Chief Risk Officer of the Company who is part of the Risk Management Committee monitors the framework and presents to the Audit Committee a quarterly report on the updates of the risk management and mitigation. The committee evolved and identified various risks pertaining to the industry in which the company operates. Mitigation measures for those identified risks are prepared in consultation with the employees of the Company. The prioritised Risk lists are reviewed and action plan drawn up to mitigate the same.

16. Related Party Transactions

All related party transactions of the Company are reviewed by the Audit Committee and presented to the Board on a quarterly basis. These transactions are at arm's length basis and in the ordinary course of business and are in compliance with the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 & Clause 49 of the Listing Agreement. The Audit Committee had given its prior approval to those transactions which could be foreseen and an omnibus approval up to Rs. 1 Cr per transaction was granted in respect of adhoc transactions that cannot be estimated. There were no materially significant related party transactions entered into by the Company. The disclosure pertaining to the same has been provided as Annexure 2.

The Policy on related party transactions as approved by the Board is uploaded in the Company's website:http://www.takesolutions.com/corporate-governance

17. Particulars of loans, guarantees or investments

During the Financial Year under purview, no loan, guarantee or investment has been provided by the Company.

18. Material changes and commitments, if any, affecting the financial position of the company

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies' (Acceptance of Deposits) Rules, 2014.

20. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a Policy on Prevention of Sexual Harassment (POSH) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Orientation of this policy is done to the employees at regular intervals and awareness is created through audio-visual presentations. The Policy is available in the intranet for access by employees. During the financial year, no complaints were received by the Internal Complaints Committee.

21. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and /or company's operations.

22. Report on Corporate Governance

The Company adheres to the code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI). In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchanges.

23. Management's Discussion and Analysis Report

Management's 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.

24. Corporate Social Responsibility

During the year under review, a CSR Committee was constituted by the Board and policy on CSR was also published in the website of the Company. The Company is committed to on-going contributions to Society through a comprehensive CSR framework. TAKE Solutions has contributed an amount of Rs. 35 lakhs towards Healthcare; Environment; Education & Sports during the FY 2014-15. The details of the CSR activities forms part of the Annual Report.

25. Extract of the Annual Return

The extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 forms part of the report and is attached as Annexure 3.

26. Particulars of Employees

As per Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 details of employees drawing a remuneration of more than Rs. 60 lakhs per annum, if employed throughout the financial year and Rs. 5 lakhs per month, if employed for part of the financial year shall be set out as annexure to this Report. However, none of the employees come under the purview of this section and hence, the said provisions are not applicable.

27. Policy on Directors' & KMP's appointment and remuneration

The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directors' and Key Managerial Personnel. The policy also provides for criteria to determine the qualifications, positive attributes, independence of a Director, recommend to the Board their appointment and remuneration for the Directors, Key Managerial Personnel and other employees.

The Managing Director of the Company does not draw any remuneration. The Independent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Sec 197 of the Companies Act, 2013. The Nomination & Remuneration Committee recommended the remuneration payable to the KMP's. A note on the remuneration policy is provided under the head Corporate Governance Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules, 2014 are provided under Annexure 4.

28. Employee Stock Options Scheme

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including up front payments, if any, is to be recognized and amortized on a straight line basis over the vesting period.

During the current Financial Year, stock options under ESOP 2007 have not been granted. Further, the Company has already recognized employee's compensation cost over the vesting period, using intrinsic value of option for the stock options granted on April 02, 2008 and May 26, 2008. Also, the difference between intrinsic value and fair value of the options were disclosed in the Directors' Report during the corresponding period. Hence, disclosure pertaining to the difference between intrinsic value and fair value of the option is not applicable for the Financial Year 2014-15.

Details of ESOP granted as on March 31, 2015

Disclosure in compliance with the Rule of 12 Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014

Sl. Description Take Solutions (Employees No Stock Option Scheme (ESOS) 2007

SERIES I SERIES II

1. Total Number of options granted 158,500 47,500 under the plan

2. Options Vested during the year NIL NIL

3. Options Exercised during the year NIL NIL

4. Total Number of shares arising as a NIL NIL result of exercise of options (as of March 31,2015)

5. Options lapsed 49,300 19,500

6. Exercise Price (Rs.) 73 73

7. Money realised by exercise of options NIL NIL during the year (Rs. )

8. Total Number of options in force at the end of the year (granted, vested and 109,200 28,000 unexercised / unvested and unexercised)

9. Employee wise details of options granted to NIL NIL

(I) Key Managerial Personnel NIL NIL

(II) any other employee who receives a grant of options in any one year of option NIL NIL amounting to five percent or more of options granted during that year

(III) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants NIL NIL and conversions) of the company at the time of grant

29. Conservation of Energy, Research and Development, Technology Absorption

a. Measures taken to reduce energy consumption:

The following measures are institutionalized across facilities:

* Optimal cooling of work areas and data centres.

* Regular UPS and AC plant maintenance to ensure efficient working of the equipments

* Switching off computers when not in use.

* Utilisation of lights and stand- alone air conditioners only when required.

* Replacements of CFL to LED * Saving paper through secured PIN based printers, to reduce the number of print- outs

* PaperRecycling

* Disposal of e-waste generated in-house through vendors with "Safe disposal practices" *

* Virtualization and consolidation of Servers and Storage resulting in reduced server footprints, greater use of the IT equipment capabilities and executing more workloads in less space and less energy

b. Technology Absorption -

Your Company absorbs appropriate technology advancements in providing the best services to its customers. The following technologies were absorbed in the Indian facility:

* Implemented WAN accelerator technology to improve better performance of application development & testing between India ODC and US sites.

* Implemented web based centralized monitoring & log management system for the critical IT infrastructure services at Datacenter. *

* Implemented Information Technology Infrastructure Library (ITIL) based service management tool to capture the IT infrastructure services and support.

Imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil.

30. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

Rs. 7.78 Mn (14-15) & for previous year Rs. 103.96 Mn (13-14)

Forex Used:

Rs. 1.57 Mn (14-15) & for previous year Rs. 21.49 Mn (13-14)

An amount of Rs. 70.86 Mn (Rs. 70.86 Mn) was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2014-15 and final dividend for the Financial Year 2013-14.

31. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors wish to express their gratitude for the assistance, support and cooperation extended by all investors, clients, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their co- operation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

By Order of the Board

Place : Chennai Date : May 15, 2015 Srinivasan H.R. D.V. Ravi Managing Director Director DIN : 00130277 DIN: 00171603


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the THIRTEENTH Annual Report of the Company together with the Audited Accounts for the year ended March 31,2014.

Financial Highlights

I. Consolidated Financial highlights of the Company and its Subsidiaries

(Rs. in Million except per share data) Year ended March 31 2014 2013

Total Income 8,216.91 8,386.16

Total Expenses 6,682.81 6,705.65

EBITDA 1,534.10 1,680.51

Depreciation & Amortization 768.84 463.75

Profit / (Loss) Before Int & Tax 765.26 1,216.76

Finance Cost 137.69 143.83

Provision for Taxation 9.98 181.88

Minority Interest 37.59 96.35

Profit / (Loss) After Tax (after Minority Interest) 580.00 794.70

Earnings Per Share 4.83 6.62

Equity Shares (in numbers) 120,000,000 120,000,000

Business Performances

The consolidated revenue of the Company for the year ended March 31, 2014 stood at Rs. 8,216.91 Mn, as against the previous year''s revenue of Rs. 8,386.16 Mn. The consolidated Net Profit for the fiscal year ended March 31, 2014 stood at Rs. 580.00 Mn as against the previous year''s consolidated Net Profit of Rs. 794.70 Mn.

II. Standalone Financial highlights of the Company

(Rs. in Million except per share data) Year ended March 31 2014 2013

Total Income 482.03 706.93

Total Expenses 224.34 237.00

EBITDA 257.69 469.93

Depreciation & Amortization 53.80 45.88

Profit / (Loss) Before Int & Tax 203.89 424.05

Finance Costs 23.36 41.09

Provision for Taxation 9.43 16.52 Profit / (Loss) After Tax 171.10 366.44

Earnings Per Share 1.43 3.05

Equity Shares (in numbers) 120,000,000 120,000,000

For the financial year ended March 31, 2014 your Company''s gross

income was Rs. 482.03 Mn. The net profit for the financial year was Rs. 171.10 Mn.

Dividend

Your Directors had declared 1st Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on November 11, 2013 and 2nd Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on January 31, 2014. The said Interim Dividends were paid on December 3, 2013 and February 15, 2014 respectively. Your Directors are now pleased to recommend a final Equity Dividend of Rs. 0.40/- per Equity Share (40%), subject to Subsidiaries (held indirectly)

1. TAKE Solutions Inc., U.S.A

2. Applied Clinical Intelligence LLC., U.S.A

3. TAKE Enterprises Services Inc., U.S.A

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

5. TAKE Supply ChainDeMexicoS De RI De CV., Mexico

6. TAKE Solutions Information Systems Pte Ltd., Singapore

7. TAKE Global Limited., UK

8. WCI Consulting Limited., UK

9. WCI Consulting Limited., U.S.A

10. TOWELL TAKE Investments LLC., Oman

11. TOWELL TAKE Solutions LLC., Oman

12. TAKE Solutions MEA Ltd., UAE

13. Mirnah Technologies Systems Limited., Saudi Arabia

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

15. Million Star Technologies Ltd., Mauritius

16. TAKE 10 Solutions Private Limited., India

During the financial year, the entire investment in a step down subsidiary viz; CMNK Computer Systems Pte Ltd., Singapore was divested and another step down subsidiary in UK namely WCI Consulting Group Ltd was wound up.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the requirements of Accounting Standard (AS) 21, and as prescribed by the Central Government under Section 211(3C) of the Companies Act, 1956 and other recognized accounting practices and policies.

Subsidiary Accounts

In accordance with the General Circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Consolidated Balance Sheet of the Company shall include the financial information for each subsidiary. The audited accounts of the subsidiary companies are also kept for inspection by any member at the Company''s Registered Office and copies will be made available on request to the members.

However, as required, the financial data of the subsidiaries have been furnished under "Details of Subsidiaries" forming part of the Annual Report.

Corporate Governance

The Company adheres to the Code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI). In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges

Secretarial Audit

As a measure of good corporate governance practice, the Company appointed Mr. M. Alagar, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014 is provided in the Annual Report. The Secretarial Audit Report confirms that the Company is in compliance

DIRECTORS'' REPORT

the approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amounts to Rs. 1 /-per Equity Share (100 %).

The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Tax amounts to Rs. 140.43 Mn.

The Register of Members and Share Transfer books will remain closed from September 13, 2014 to September 19, 2014 (both days inclusive). The Annual General Meeting has been scheduled on September 19, 2014.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 06, 2013 (date of last Annual General Meeting) on the website of the Company (www.takesolutions.com), as also on the Ministry of Corporate Affairs website.

Abridged Accounts

SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.4.2007 allowed Listed Companies to send Abridged Annual Report to the shareholders in line with the requirement stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an Abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of Profit & Loss, may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Profit & Loss Account will also be available for inspection at the Registered Office of the Company during working hours of the Company and also in the website of the Company (www.takesolutions.com).

Green Initiative in Corporate Governance

In terms of provisions of Section 101 and Section 136 of the Companies Act, 2013 and Rules made there-under, Shareholders who have opted to receive the Notice convening the general meetings, Financial Statements, Directors'' Report, Auditors Report etc. in electronic form, by registering their e-mail addresses with the Company or whose e-mail addresses are made available to the Company by the Depositories, are being sent with such documents in the electronic form. These documents are also made available on the website of the Company viz., www.takesolutions.com. Your Company would like to continue the green initiative further and request all the shareholders to opt for electronic documents.

Holding company

TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and the present Equity H olding is 57.89%.

Overseas & Indian Subsidiaries

Subsidiaries

1. TAKE Solutions Global Holdings Pte Ltd, Singapore

2. TAKE Business Cloud Private Limited, India

3. APA Engineering Private Limited, India

Partner in Limited Liability Partnership

1. TAKE Solutions Global LLP, India

with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the Stock Exchanges, Depositories Act, 1996, SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, SEBI (Prohibition of Insider trading) Regulations, 1992 and all other guidelines and regulations of the Securities and Exchange Board of India (SEBI).

Management''s Discussion and Analysis Report

Management''s 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.

Directors

Directors'' retiring by rotation

Mr. D. V. Ravi and Mr. N. S. Nanda Kishore, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Independent Directors'' appointment

Mr. N. Kumar, Mr. S. Krishnamurthy, Mr. D. A. Prasanna, Prof. G. Raghuram,Mr. N. Rangachary and Mr. R. Sundara Rajan are being appointed as Independent Directors'' for a term of five years w.e.f. April 1, 2014. The Company has received a Notice under Section 160 of Companies Act, 2013 from the Members proposing their candidature. Members'' approval for their appointment as Independent Directors'' has been sought in the Notice convening the Annual General Meeting of the Company.

A brief note on Directors retiring by rotation and eligible for re-appointment as well as Independent Directors is furnished in the Report on Corporate Governance.

Fixed Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Auditors

The Auditors of the Company, M/s. Sundar Srini & Sridhar, Chartered Accountants, retire as the Auditors of the Company at conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment to hold the office from the conclusion of this 13th Annual General Meeting until the conclusion of the 16th Annual General Meeting, subject to ratification by the shareholders annually in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013. The Company has received a certificate from the Auditor to the effect that the appointment, if made would be within the limits prescribed under Section 141(g) of the Companies Act, 2013.

Internal Audit

During the financial year, your Company had engaged the services of M/s KPMG India Private Limited, Chennai and M/s G.D. Apte, Chartered Accountants, Pune as Internal Auditors to carry out internal audit on a regular basis. The reports of the internal auditors along with comments from the management are placed for review before the Audit Committee. The Audit Committee also scrutinizes the audit plan and the adequacy of the internal audits.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding the name and other particulars of employees are required to be set out in the annexure to this report. However, none of the employee comes under the purview of Section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

Employee Stock Options Scheme

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight line basis over the vesting period.

During the current financial year, stock options under ESOP 2007 have not been granted. Further, the Company has already recognized employee''s compensation cost over the vesting period, using intrinsic value of option for the stock options granted on April 02, 2008 and May 26, 2008. Also, the difference between intrinsic value and fair value of the options were disclosed in the Directors'' Report during the corresponding period. Hence, disclosure pertaining to the difference between intrinsic value and fair value of the option is not applicable for the financial year 2013-14.

Details of ESOP Granted as on March 31,2014

In terms of Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, details of options granted under the Employee Stock Option Scheme - 2007 are given below:

Sl. ESOS 2007 Tranche 1 Tranche 2 No

01 Grant Date April 02, 2008 May 26, 2008

02 Options granted and outstanding 175,500 47,500 at the beginning of the year

03 Grant Price - Rs. 73 per share/ 73 per share option /option

04 Options vested during the Nil Nil Financial Year 05 Options Exercised Nil Nil

06 Money realized on exercise of Nil Nil option

07 Total number of shares arising as a Nil Nil result of exercise of options

08 Options Lapsed / Surrendered 17,000 Nil

09 Options granted and outstanding at the end of the year of which

Option vested 158,500 47,500

Option yet to vest Nil Nil

10 Variation of terms of options Nil Nil

11 Grant to Senior Management Nil Nil

12 Employees receiving 5% of the Nil Nil total number of options granted during the year

13 Employees granted options equal Nil Nil to or exceeding 1% of the issued capital

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

There are no particulars to be disclosed under Companies (Disclosures of Particulars in Report of Board of Directors) Rules, 1988 in regard to conservation of energy, technology absorption.

Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used Forex Earned:

Rs. 103.96 Million (13-14) & for previous year Rs. 159.92 Million (12-13). Forex Used:

Rs. 22.63 Million (13-14) & for previous year Rs. 35.74 Million (12-13).

An amount of Rs. 70.86 Mn (Rs. 113.37 Mn) was remitted during the year in foreign currencies on account of payment of two interim dividends for the financial year 2013-14 and final dividend for the financial year 2012-13.

Directors'' Responsibility Statement

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.

Acknowledgement

Your Directors take this opportunity to express gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performances at all levels during the year.

By Order of the Board

Srinivasan H.R. D.V. Ravi Managing Director Director

Place: Chennai Date: May 20, 2014


Mar 31, 2013

The Directors have pleasure in presenting the TWELFTH Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

Financial Highlights:

I. Consolidated Financial highlights of the Company and its Subsidiaries

(Rs. in Million except per share data) Year ended March 31 2013 2012

Total Income 8,386.16 7,188.09

Total Expenditure 6,705.65 5,585.68

EBITDA 1,680.51 1,602.41

Depreciation & Amortization 463.75 266.72

Profit / (Loss) Before Int & Tax 1,216.76 1,335.69

Finance Cost 143.83 182.82

Provision for Taxation 181.88 211.28

Minority Interest 96.35 85.80 Profit / (Loss) After Tax 794.70 855.79

(after Minority Interest)

Earnings Per Share 6.62 7.13

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

Business Performances

The Consolidated revenue of the Company for the year ended March 31, 2013 stood at Rs. 8,386.16 Mn, as against the previous year''s revenue of Rs. 7,188.09 Mn. The Consolidated Net Profit for the fiscal year ended March 31, 2013 stood at Rs. 794.70 Mn as against the previous year''s Net Profit of Rs. 855.79 Mn.

II Standalone Financial highlights of the Company

(Rs. in Million except per share data)

Year ended March 31 2013 2012

total Income 706.93 766.19

Total Expenditure 237.00 254.40

EBITDA 469.93 511.79

Depreciation & Amortization 45.88 45.34

Profit / (Loss) Before Int & Tax 424.05 466.45

Finance Cost 41.09 79.62

Provision for Taxation 16.52 36.13

Profit / (Loss) After Tax 366.44 350.70

Earnings Per Share 3.05 2.92

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

For the financial year ended March 31, 2013 your Company''s gross income was Rs. 706.93 Mn. The net profit for the financial year was Rs. 366.44 Mn.

Dividend

Your Directors had declared 1st Interim Dividend of Rs. 0.30/- per share (30%) at the meeting of the Board of Directors of the Company held on November 09, 2012 and 2nd Interim Dividend of Rs.0.30/- per share (30%) at the meeting of the Board of Directors of the Company held on February 14, 2013. The said Interim Dividends was paid on November 30, 2012 and March 4, 2013 respectively. Your directors are now pleased to recommend a final dividend of Rs. 0.40/- per share (40%), subject to the approval of the shareholders at the ensuing

Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amounts to Rs. 1 /- per share (100 %).

The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Tax amounts to Rs. 139.49 Mn.

The Register of Members and Share Transfer books will remain closed from August 31, 2013 to September 6, 2013 (both days inclusive). The Annual General Meeting has been scheduled for September 6, 2013.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 07, 2012 (date of last Annual General Meeting) on the website of the Company (www.takesolutions.com), as also on the Ministry of Corporate Affairs website.

Abridged Accounts

SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.4.2007 allowed listed Companies to send Abridged Annual Report to the shareholders in line with the requirement stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of Profit and Loss may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Statement of Profit and Loss will also be available for inspection at the Registered Office of the Company during working hours of the Company and also in the website of the Company (www.takesolutions.com).

Green Initiative In Corporate Governance

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate Governance that allows Companies to send notices / documents to shareholders electronically. The Green initiative endeavours to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company had sent documents like Notices convening Annual General Meeting, Audited Financial Statements, Director''s Report, and Auditors'' Report etc. in electronic form during the last Financial Year. Your Company would like to continue the green initiative further and request all the shareholders to opt for electronic documents.

Holding Company

TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and the present Equity Holding is 57.89%.

Overseas & Indian Subsidiaries

Subsidiaries

1. TAKE Solutions Global Holdings Pte Ltd, Singapore

2. TAKE Business Cloud Private Limited, India

3. APA Engineering Private Limited, India

Partner in Limited Liability Partnership

1. TAKE Solutions Global LLP, India

Subsidiaries (held indirectly)

1. TAKE Solutions Inc, USA

2. Applied Clinical Intelligence LLC., USA

3. TAKE Enterprises Services Inc., USA

4. TAKE Intellectual Properties Management Inc.,USA

5. TAKE Supply ChainDeMexicoS De RI De CV, Mexico

6. TAKE Solutions Information Systems Pte Ltd., Singapore

7. CMNK Computer Systems Pte Ltd., Singapore

8. TAKE Global Limited, UK

9. WCI Consulting Group Limited, UK

10. WCI Consulting Limited, UK

11. WCI Consulting Limited, USA

12. TOWELL TAKE Investments LLC., Oman

13. TOWELL TAKE Solutions LLC., Oman

14. TAKE Solutions MEA Ltd., UAE

15. Mirnah Technologies Systems Limited, Saudi Arabia

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

17. Million Star Technologies Ltd., Mauritius

18. TAKE 10 Solutions Private Limited

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the requirements of Accounting Standard (AS) 21 and as prescribed by the Central Government under Section 211(3C) of the Companies Act, 1956 and other recognized accounting practices and policies.

Subsidiary accounts

In accordance with the General Circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The consolidated Balance Sheet of the Company shall include the financial information for each subsidiary. The audited accounts of the subsidiary companies are also kept for inspection by any member at the Company''s Registered Office and copies will be made available on request to the members.

However, as required, the financial data of the subsidiaries have been furnished under "Details of Subsidiaries" forming part of the Annual Report.

Corporate Governance

The Company adheres to the code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI). In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchanges.

Secretarial Audit

As a measure of good Corporate Governance practice, the Company appointed Mr. M. Alagar, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2013 is provided in the Annual Report. The Secretarial Audit Report confirms that the Company is in compliance with all the applicable provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges, Depositories Act, 1996, SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, SEBI (Prohibition of Insider Trading)

Regulations, 1992 and all other guidelines and regulations of the Securities and Exchange Board of India (SEBI).

Management''s Discussion and Analysis Report

Management''s 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.

Directors

Appointment of Director

During the Financial Year Mr. S. Srinivasan was appointed as Additional Director of the Company with effect from February 14, 2013. He shall hold office up to the date of the ensuing Annual General Meeting of the Company. Taking into consideration his knowledge and experience, the Board commends his appointment as Director of the Company. The Company has received a Notice under Section 257 of the Companies Act, 1956 from a member of the Company proposing Mr. S. Srinivasan to be appointed as a Director. Members'' approval for his appointment as Director has been sought in the Notice convening the Annual General Meeting of the Company.

Directors'' retiring by rotation

Mr. R. Sundara Rajan and Mr. Ram 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.

Managing Director

Mr. S. Sridharan, Managing Director of the Company resigned from the Board w.e.f. March 31, 2013. The Board places on record its appreciation for the contributions made by Mr. S. Sridharan for the success of the Company. In his place, the Board appointed the Vice- Chairman Mr. Srinivasan H.R as the Managing Director of the Company and re-designated him as the Vice-Chairman and Managing Director of the Company.

A brief note on Directors retiring by rotation and eligible for re- appointment as well as Directors appointed is furnished in the Report on Corporate Governance.

Fixed Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Auditors

The Auditors of the Company, M/s. Sundar Srini & Sridhar, Chartered Accountants, hold office till the conclusion of the Twelfth Annual General Meeting and being eligible offer themselves for reappointment.

Internal Audit

During the Financial Year, your Company had engaged the services of KPMG India Private Limited, Chennai and M/s G.D. Apte & Co Chartered Accountants, Pune as Internal Auditors to carry out internal audit on a regular basis. The reports of the internal auditors along with comments from the management are placed for review before the Audit Committee. The Audit Committee also scrutinizes the audit plan and the adequacy of the internal audits.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding the name 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 Reports 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.

Employee Stock Options Scheme

In accordance with the SEBI (Employees Stock Options Scheme and

Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight line basis over the vesting period.

During the current Financial Year, stock options under ESOP 2007 have not been granted. Further, the Company has already recognized employee''s compensation cost over the vesting period, using intrinsic value of option for the stock options granted on April 02, 2008 and May 26, 2008. Also, the difference between intrinsic value and fair value of the options were disclosed in the Director''s Report during the corresponding period. Hence, disclosure pertaining to the difference between intrinsic value and fair value of the option is not applicable for the Financial Year 2012-13.

The details of options granted under ESOP 2007 are as follows:

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

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 and technology absorption.

An amount of Rs. 113.37 Mn ( Rs. 70.86 Mn) was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2012-13 and final dividend for the Financial Year 2011-12.

Directors'' Responsibility Statement

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.

Acknowledgement

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their co-operation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

By Order of the Board

Srinivasan H.R. D.V. Ravi

Managing Director Director

Place: Chennai Date: May 24, 2013


Mar 31, 2012

The Directors have pleasure in presenting the ELEVENTH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Highlights:

I. Consolidated Financial highlights of the Company and its Subsidiaries

(Rs. in Millions except per share data)

Year ended March 31 2012 2011

Total Income 7188.09 5063.05

Total Expenditure 5585.68 3969.39

EBITDA 1602.41 1093.66

Depreciation & Amortization 266.72 21 5.77

Profit / (Loss) Before Int & Tax 1335.69 877.89

Finance Cost 182.82 77.42

Provision for Taxation 211.28 64.96

Minority Interest 85.80 35.57 Profit / (Loss) After Tax

(after Minority Interest) 855.79 699.94

Earnings Per Share 7.13 5.83

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

On a Consolidated basis, your Company achieved a Revenue of Rs. 7188.09 Million for the Financial Year ended March 31, 2012 compared to Rs 5,063.05 Million during the previous Financial Year. This resulted in an increase in Net Profit by 22% to Rs. 855.79 .Million.

II. Standalone Financial highlights of the Company:

(Rs. in Millions except per share data)

Year ended March 31 2012 2011

Total Income 766.19 639.02

Total Expenditure 254.40 271.80

EBITDA 511.79 367.22

Depreciation & Amortization 45.34 56.32

Profit / (Loss) Before Int & Tax 466.45 310.90

Finance Cost 79.62 42.84

Provision for Taxation 36.13 34.36

Profit / (Loss) After Tax 350.70 233.70

Earnings Per Share 2.92 1.95

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

For the financial year ended March 31, 2012, your Company achieved a gross income of Rs. 766.19 Million. The Company recorded a net profit of Rs. 350.70 Million for the financial year.

Dividend

Your Directors have pleasure in recommending a dividend of 100% (Rs. 1/- per Equity share of Rs. 1 each) for the year ended 31st March 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The total cash outflow on account of equity dividend payout, including dividend distribution tax, will be Rs.139.49 Million (FY2011 Rs. 139.96 Million) including payment to ESOP Trust.

The register of members and share transfer books will remain closed from Sep 1, 2012 to Sep 7, 2012, both days inclusive. The Annual General Meeting has been scheduled for September 7, 2012.

Abridged Accounts

SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.4.2007 permitted listed Companies to send an Abridged Financial Statement to the shareholders in line with the requirement stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged Standalone Financial Statement is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Financial Statements, may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Profit & Loss Account will be available for inspection at the Registered Office of the Company during working hours of the Company and is also posted in the Company's website (www.takesolutions.com).

Green Initiative In Corporate Governance

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate Governance that allows Companies to send notices/documents to shareholders electronically. The Green initiative endeavors to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company had sent documents such as Notice convening Annual General Meeting, Audited Financial Statement, Directors' Report, Auditors' Report, etc. in electronic form during the last Financial Year. Your Company would like to continue the green initiative for this year also and request all the shareholders to opt for electronic documents.

Holding Company

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%.

Subsidiary Companies

During the year, the Group underwent an internal restructuring bringing all its International Subsidiaries under TAKE Solutions Globa Holdings Pte Ltd Singapore, the Company's Wholly Owned Subsidiary. Towards this, the Company has divested its entire holdings of 507,909 equity shares of RO 1 each of TOWELL TAKE Investments LLC, Muscat and 11,400,000 equity shares of USD 1/- each of TAKE Solutions Inc. USA to TAKE Solutions Global Holdings Pte Ltd Singapore. Further, TAKE Business Cloud Private Limited, a Wholly Owned Subsidiary of the Company also divested its entire holding of 13,1 5,730 equity shares of SGD 1 each in TAKE Solutions Information Systems Pte Ltd, Singapore and 21,000,000 equity shares of USD 1 each in TAKE Solutions Inc., USA to TAKE Solutions Global Holdings Pte Ltd Singapore. This restructuring will have no impact on the Standalone and Consolidated Financial Statements of the Company, since the transfer is made within the Group.

Overseas & Indian Subsidiaries:-

Subsidiaries

TAKE Solutions Global Holdings Pte Ltd, Singapore TAKE Solutions Global LLP, India TAKE Business Cloud Private Limited, India APA Engineering Private Limited, India

Step Down Subsidiaries

TAKE Solutions Inc, USA

Applied Clinical Intelligence LLC., USA

TAKE Enterprises Services Inc., U.S.A.

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

TAKE Supply ChainDeMexicoS De RI De CV, Mexico

TAKE Solutions Information Systems Pte Ltd., Singapore

CMNK Computer Systems Pte Ltd., Singapore

TAKE Global Limited, UK

WCI Consulting Group Limited, UK

WCI Consulting Limited, UK

WCI Consulting Limited, USA

Towell TAKE Investments LLC, Oman.

Towell TAKE Solutions LLC., Oman

TAKE Solutions MEA Ltd., UAE

Mirnah Technologies Systems Limited, Saudi Arabia

RPC Power India Private Limited, India (by virtue of control over

composition of Board of Directors)

Million Star Technologies Ltd, Mauritius TAKE 10 Solutions Private Limited, India

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India. These together with the Auditors' Report thereon form part of the Annual Report.

Subsidiary Accounts

In accordance with the General Circular No.2/2011 dt. 8th February,

2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The consolidated Balance Sheet of the Company shall include the financial information for each Subsidiary. The audited accounts of the Subsidiary companies are also kept for inspection by any member at the Company's Registered Office and copies will be made available on request to the members.

Corporate Governance

The Company adheres to the code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI). In line with this, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchanges.

Secretarial Audit

As a measure of good corporate governance practice, the Company appointed Mr.M.Alagar, Practicing Company Secretary, to conduct Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2012, is provided in the Annual Report. The secretarial audit report confirms that the Company is in compliance with all the applicable provisions of the Companies Act, 1956, Listing Agreements with the stock exchanges, Depositories Act,1996 and all the guidelines and regulations of the Securities and Exchange Board of India(SEBI).

Management's Discussion And Analysis Report

Management's 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.

Directors

Appointment of Director

During the Financial Year Mr. N. S. Nandakishore was appointed as an Additional Director of the Company with effect from February 3, 2012. He shall hold office up to the date of the ensuing Annual General Meeting of the Company. Taking into consideration his knowledge and experience, the Board commends his appointment as Director of the Company. Members' approval for his appointment as Director has been sought in the Notice convening the Annual General Meeting of the Company.

Directors retiring by rotation

Mr. D.A. Prasanna, Mr. N. Rangachary and Mr. S. Krishnamurthy, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Resignation of Director

Mr. Bala Latupalli, Director of the Company resigned from the Board with effect from 3rd February, 2012. The Board places on record its appreciation for the contribution made by Mr. Bala Latupalli for the success of the Company.

Fixed Deposits

The Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Auditors

The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered Accountants hold office till the conclusion of the Eleventh Annua General Meeting and being eligible offer themselves for reappointment.

Internal Audit

During the Financial Year, your Company had engaged the services of KPMG India Private Limited, Chennai and M/s G.D. Apte, Chartered Accountants, Mumbai as Internal Auditors to carry out internal audit on a regular basis. The reports of the Internal Auditors along with comments from the Management are placed for review before the Audit Committee. The Audit Committee also scrutinizes the audit plan and the adequacy of the internal audits.

Particulars of Employees

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.

Employee Stock Options Scheme

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying equity shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight line basis over the vesting period.

Your Company has adopted intrinsic method of accounting to compute employees' compensation cost. According to intrinsic method of accounting, the employees compensation cost is Rs. 614,230/-. If the compensation cost was computed using the fair value method of accounting, the compensation cost would have been at Rs. 40,34,610/- for the financial year 2011-12 and our profit would hence be reduced by Rs. 3,420,380/- The impact on EPS for financial year 2011-12 would be 0.02 and for diluted EPS by 0.02.

The details of options granted under ESOP 2007 are as follows:

Sl. No ESOS 2007 Tranche 1 Tranche 2

01 Grant Date 02/04/2008 26/05/2008

02 Options granted and outstanding at the beginning of the year 208,750 312,500

03 Grant Price - Rs. 73 per share/ 73 per share/

option option

04 Options Exercised - -

05 Money realized on exercise of option - -

06 Total number of shares arising as a result of exercise of options - -

07 Options Lapsed / Surrendered - 220,000

08 Options granted and outstanding at the end of the year of which

- Option vested 208,750 92,500

- Option yet to vest - -

09 Variation of terms of options - -

10 Grant to Senior Management - -

11 Employees receiving 5% of the total number of options granted during the year - -

12 Employees granted options equal to or exceeding 1% of the issued capital - -

13 Employees Compensation Cost using Intrinsic Method of Accounting 614,230

14 Employees Compensation Cost using Fair Value method of accounting 4,034,610



Methods and significant assumptions used to estimate fair value of options:

ESOS 2007

Particulars Tranche 1 Tranche 2

Exercise/Issue Price at the time of grant (in Rs.)* 730 730

Market Price at the time of grant (In Rs.) 820.05 692.9

Expected Life 1 to 3 1 to 3

Risk F ree Rate 5.19% 5.19%

Expected Volatility 15.50% 16.93%

Expected Dividend Yield 0.24% 0.29%

* The face value of the Equity Shares at the time of grant was Rs.10 per share. Subsequently it was sub divided from Rs.10 to Rs. 1 per Share.

Conservation Of Energy, Research And Development, Technology Absorption, Foreign Exchange Earnings And Outgo

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.

Foreign Exchange Earnings And Outgo

Total Foreign Exchange earned and used on cash basis Forex Earned:

Rs. 114.69 Mn (11-12) & Rs. 69.56 Mn (10-11)

Forex Used:

Rs. 42.67 Mn (11-12) & Rs. 24.97 Mn (10-11)

An amount of Rs. 70.86 Mn (Rs. 13.98 Mn) was remitted during the year in foreign currencies on account of payment of final dividend for the year

2010-11

DIRECTORS' RESPONSIBILITY STATEMENT

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.

ACKNOWLEDGEMENT

We thank our clients, shareholders, investors, vendors and bankers for their continuous support to the Company during the year Your Directors express their gratitude for the support extended by the various department of the Government of India, particularly the Software Technology Parks of India, the Tax authorities, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges and others and look forward to their support in all future endeavors.

Your Directors appreciate and value the contributions made by TAKE sters for the growth of the Company

By Order of the Board

Place : Chennai S. Sridharan D.V. Ravi

Date : May 26, 2012 Managing Director Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the TENTH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

I. Consolidated Financial highlights of the Company and its Subsidiaries

(Rs in Million except per share data)

Year ended March 31 2011 2010

Total Income 5060.58 3664.11

Total Expenditure 3969.89 2996.69

EBITDA 1090.69 667.42

Depreciation & Amortization 215.26 223.09

Profit / (Loss) Before Int & Tax 875.43 444.32

Interest & Finance Charges 74.95 39.00

Provision for Taxation 64.95 42.46

Minority Interest (MI) 35.57 38.60

Profit / (Loss) After Ta x (after MI) 699.95 324.26

Earnings Per Share 5.83 2.70 Equity Shares (in numbers) 122,400,000 122,400,000

TAKE Solutions reported consolidated total revenue of INR 5,061 million for the fiscal ended March 31, 2011, up 38.1% compared to the year ended March 31, 2010. Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) for the year increased 63.5% to INR 1,091 million and net profit increased 115.9% y o y to INR 700 million. Earnings per Share (EPS) for FY11 stood at INR 5.83.

II. Standalone Financial highlights of the Company:

(Rs in Million except per share data)

Year ended March 31 2011 2010

Total Income 636.63 555.70

Total Expenditure 272.39 310.58

EBITDA 364.24 245.11

Depreciation & Amortization 55.82 61.28

Profit / (Loss) Before Int & Tax 308.42 183.82

Interest & Finance Charges 40.37 35.52

Provision for Taxation 34.35 33.50

Profit / (Loss) After Tax 233.70 114.80

Earnings Per Share 1.95 0.95

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

For the financial year ended March 31, 2011, your Company reported a gross income of Rs. 636.63 Million. The Company recorded a net profit of Rs. 233.70 Million for this financial year.

DIVIDEND

Your Directors have pleasure in recommending a dividend of 100% (Re.1/ per Equity share of Re.1 each) for the year ended 31st March 2011, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The total cash outflow on account of equity dividend payments, including dividend distribution tax, will be Rs.140.33 Million (FY2010 Rs. 28.93 Million) including payments to ESOP Trust.

The register of members and share transfer books will remain closed from August 20, 2011 to August 26, 2011, both days inclusive. The Annual General Meeting has been scheduled for August 26, 2011.

ABRIDGED ACCOUNTS

SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.4.2007 permitted listed Companies to send Abridged Annual Report to the shareholders in line with the requirement stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Profit & Loss Account, may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Profit & Loss Account will also be available for inspection at the Registered Office of the Company during working hours of the Company and shall also be published in the website of the Company, www.takesolutions.com.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate Governance that allows Companies to send notices/documents to shareholders electronically. The Green initiative endeavours to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment a cause that we at TAKE are committed to. In support of the initiative announced by MCA your Company proposes to send documents like Notices convening Annual General Meeting, Audited Financial Statements, Director's Report, and Auditors' Report etc. in electronic form.

HOLDING COMPANY

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%.

SUBSIDIARY COMPANIES

In order to create a sustainable base in the other geographies, the Company has set up wholly owned subsidiaries in the United Kingdom and Singapore. Subsequently, the Company acquired WCI Consulting Group Limited, UK through its wholly owned step down subsidiary viz., TAKE Global Ltd., UK. The Company also acquired CMNK Computer Systems Pte Ltd., Singapore.

During the Financial Year, the Company has divested its 100% holdings in two of its step subsidiaries namely CMNK Services Private Limited, India and TAKE Solutions GmbH, Switzerland.

Clear Orbit Inc., a step down subsidiary of the Company merged with TAKE Solutions Inc., USA.

OVERSEAS & INDIAN SUBSIDIARIES:- Subsidiaries

TAKE Solutions Global LLP, India

TAKE Solutions Inc, USA

TAKE Solutions Global Holdings Pte Ltd, Singapore

CMNK Consultancy & Services Private Ltd, India

TOWELL TAKE Investments LLC, Muscat

APA Engineering Private Limited, India

Step Down Subsidiaries

Applied Clinical Intelligence LLC, USA

TAKE Enterprise Services Inc., U.S.A.

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

TAKE Solutions Information Systems Pte Ltd., Singapore

CMNK Computer Systems Pte Ltd., Singaproe

TAKE Global Limited, UK

WCI Consulting Group Limited, UK

WCI Consulting Limited, UK

WCI Consulting Limited, USA

TOWELL TAKE Solutions LLC, Oman

TAKE Solutions MEA Ltd., UAE

Mirnah Technologies Systems Limited, Saudi Arabia

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India, which together with the Auditors' Report thereon forms part of the Annual Report.

SUBSIDIARY ACCOUNTS

In accordance with the General Circular No.2/2011 dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Consolidated Balance Sheet of the Company shall include the financial information for each subsidiary. The audited accounts of the subsidiary companies are also kept for inspection by any member at the Company's Registered Office and copies will be made available on request to the members. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

CORPORATE GOVERNANCE

The Company adheres to the code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and accordingly have implemented all the major stipulations prescribed. In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchanges.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's 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.

DIRECTORS

Directors' retiring by rotation

Mr. Srinivasan H. R. and Mr. D. V. Ravi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re appointment.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered Accountants, hold office till the conclusion of the Tenth Annual General Meeting and being eligible offer themselves for reappointment.

INTERNAL AUDIT

During the Financial Year, your Company had engaged the services of KPMG India and M/s G.D. Apte, Chartered Accountants, Mumbai 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 the Audit Committee. The Audit Committee also scrutinizes all the programmes and the adequacy of the internal audits.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2) A of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975, there are no employees drawing salary of more than Rs.500,000 per month.

EMPLOYEE STOCK OPTIONS SCHEME

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying equity shares as of date of the grant over the exercise price of the option, including up front payments, if any, is to be recognized and amortized on a straight line basis over the vesting period. Your Company has adopted intrinsic method of accounting to compute employees' compensation cost. According to intrinsic method of accounting, the employees compensation cost is Rs.215,813/ . If the compensation cost was computed using the fair value method of accounting, the compensation cost would have been at Rs. 1,217,558 for the financial year 2010 11 and our profit would hence be reduced by Rs. 1,001,745/ . The impact on EPS for financial year 2010 11 would be 0.01 and for diluted EPS by 0.04.

The details of options granted under ESOP 2007 are as follows:

Sl. ESOS2007 Tranche 1 Tranche 2 NO 01 Grant Date 02/04/2008 26/05/2008

02 Options granted and outstanding at the beginning of the year 274,000 710,000

03 Grant Price Rs. 73 per share 73 per share / option / option

04 Options vested during the Financial Year Nil Nil

05 Options Exercised Nil Nil

06 Money realized on exercise of Nil Nil option

07 Total number of shares arising as a result of exercise of options Nil Nil

08 Options Lapsed / Surrendered 65,250 397,500

09 Options granted and outstanding at the end of the year of which

Option vested 125,250 187,500

Option yet to vest 83,500 1,25,000

10 Variation of terms of options Nil Nil

11 Grant to Senior Management Nil Nil

12 Employees receiving 5% of the total number of options granted during the year Nil Nil

13 Employees granted options equal to exceeding 1% of the issued capital Nil Nil

14 Employees Compensation Cost using Intrinsic Method of Accounting Rs.215,813 Nil

15 Employees Compensation Cost using Fair Value method of accounting Rs.1,217,558 Nil

Methods and significant assumptions used to estimate fair value of options:

ESOS 2007

Particulars Tranche 1 Tranche 2

Exercise/Issue Price at the time of grant (in Rs) 730 730

Market Price at the time of grant (In Rs) 820.05 692.9

Expected Life 1 to 3 1 to 3

Risk Free Rate 5.19% 5.19%

Expected Volatility 15.50% 16.93%

Expected Dividend Yield 0.24% 0.29%

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO Total Foreign Exchange earned and used on cash basis

Forex Earned: INR 69.56 Million (10 11) & INR 203.79 Million (09 10)

Forex Used: INR 7.37 Million (10 11) & INR 6.98 Million (09 10)

DIRECTORS' RESPONSIBILITY STATEMENT

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.

ACKNOWLEDGEMENT

The Board of Directors thanks the clients, shareholders, investors, vendors and bankers for their unstinted support to the Company during the year. Your directors would like to thank for the support extended by the various departments of the Government of India, particularly the Software Technology Parks of India, the Tax authorities, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges and others and look forward to their support in all future endeavors.

Your directors appreciate and value the contributions made by TAKEsters at all levels for the growth of the Company.

By Order of the Board

D.V. Ravi Director

S. Sridharan Managing Director

Place : Chennai Date : May 27, 2011


Mar 31, 2010

The Directors have pleasure in presenting the NINTH Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS:

I. Consolidated Financial highlights of the Company and its Subsidiaries

(Rs in Million except per share data)

Year ended March 31 2010 2009

Total Income 3664.11 3433.00

Total Expenditure 2996.69 2650.73

EBITDA 667.42 782.27

Depreciation & Amortization 223.09 169.48

Profit / (Loss) Before Int & Tax 444.32 612.79

Interest & Finance Charges 39.00 17.80

Provision for Taxation 42.46 55.00

Profit / (Loss) After Tax 324.26 528.49

Earnings Per Share 2.77 4.44

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

During the year, the economy of the country continued to witness the after effects of the global meltdown. However, your Company has once again given satisfactory performance in terms of turnover under the current environment. The Company reported consolidated revenue of INR 3,664 Mn (USD 76.7 Mn), during the financial year, up 7.7% compared to the year ended March 31, 2009 on account of higher volume growth. However, profit reduced in 2009-10 due to pricing pressure in the Supply Chain Management segment and higher SG&A expenses. During the financial year, Earnings Before Interest Tax Depreciation and Amortization reduced 14.7% to INR 667 Mn (USD 14.0 Mn) and net profit reduced 38.7% to INR 324 Mn (USD 6.8 Mn).

II. Standalone Financial highlights of the Company:

(Rs in Million except per share data)

Year ended March 31 2010 2009

Total Income 555.70 602.06

Total Expenditure 310.58 366.41

EBITDA 245.11 235.65

Depreciation & Amortization 61.28 68.11

Profit / (Loss) Before Int & Tax 183.82 167.54

Interest & Finance Charges 35.52 14.00

Provision for Taxation 33.50 26.13

Profit / (Loss) After Tax 114.80 127.39

Earnings Per Share 0.95 1.06

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

For the financial year ended March 31, 2010, your Company reported a gross income of Rs. 555.70 Million. The Company recorded a net profit of Rs. 114.80 Million for this financial year.

Awarded BSNLS WIMAX license

Your Company had bid for BSNLs WiMax business on a revenue share franchisee basis. We were issued the Letter of Intent to roll out offerings in the awarded three regions i.e., Tamil Nadu (category A), Uttar Pradesh (West) (category B) and Orissa (category C) since TAKE emerged the successful bidder in these regions. Through this, the Company has created an asset for its shareholders.

DIVIDEND

Preference Dividend

The Board of Directors has declared on July 31, 2009 an interim dividend of 5% p.a. on pro-rata basis, amounting to Rs 90,596/- on 5% Non-Cumulative redeemable Non-Convertible Preference Shares. The Board recommended that this interim dividend be treated as final dividend for the year 2009-10. During the year, the said shares were fully redeemed on maturity.

Equity Dividend

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 2010, subject to the approval of the shareholders at the ensuing Annual General Meeting.

The total cash outflow on account of equity dividend payments, including dividend distribution tax, will be Rs.28.93 Million (FY2009 Rs. 28.93 Million) including payments to ESOP Trust.

The register of members and share transfer books will remain closed from August 27, 2010 to September 02, 2010, both days inclusive. The Annual General Meeting has been scheduled for September 02, 2010.

ABRIDGED ACCOUNTS

SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/ 26/4 dated 26.4.2007 permitted listed Companies to send Abridged Annual Report to the shareholders in line with the requirement stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Profit & Loss Account, may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet and Profit & Loss Account will also be available for inspection at the Registered Office of the Company during working hours of the Company.

BRANCH OFFICE

During the Financial Year, the Company wound up its branch operations in USA.

HOLDING COMPANY

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%.

SUBSIDIARY COMPANIES

During the year, the Company had incorporated an entity in the form of Limited Liability Partnership viz., TAKE Solutions Global LLP and invested an amount of Rs.99,000/- for a 99% share.

During the year, your Company disinvested the equity holding of 51% in TAKE United Sdn.bhd., Malaysia amounting to INR 28,875,084.

OVERSEAS & INDIAN SUBSIDIARIES:- Subsidiaries TAKE Solutions Inc, USA

APA Engineering Private Limited (Formerly known as Autopartsasia Private Ltd), India

TOWELL - TAKE Investments LLC, Muscat

CMNK Consultancy & Services Private Ltd, India TAKE Solutions Global LLP, India

Step Down Subsidiaries Applied Clinical Intelligence LLC, USA

Clear Orbit Inc, USA TAKE Enterprises Solutions Inc. U.S.A.

TAKE Intellectual Properties Inc. U.S.A. TAKE Solutions GmbH, Switzerland

TAKE Solutions MEA Ltd, UAE

TOWELL TAKE Solutions LLC. Oman

CMNK Services Private Limited, India

SUBSIDIARY ACCOUNTS

In terms of the approval granted under Section 212 (8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide their letter no. 47/40/ 2010-CL-III dated 5th February 2010, the Company has been exempted from complying with the provisions contained in sub-section (1) of Section 212 of the Companies Act, 1956. As per the terms of the exemption letter, a statement containing brief financial details of the Companys subsidiaries for the year ended March 31, 2010 is included in the Annual Report.

The audited accounts of the subsidiary companies are also kept for inspection by any member at the Companys Registered Office and copies will be made available on request to the members.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India, which together with the Auditors’ Report thereon forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is continuously committed to maintain the highest standards of Corporate Governance. The Company follows the code of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI) and accordingly have implemented all the major stipulations prescribed. In line with that, a report on Corporate Governance, along with a certificate from the Statutory Auditors has been included in the Annual Report, detailing the compliances of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Managements 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.

DIRECTORS

Appointment of Director

Mr. Bala Latupalli was appointed as an Additional Director of the Company with effect from Jan 30, 2010. He holds office up to the date of the forthcoming Annual General Meeting of the Company. Taking into consideration his knowledge and experience, the Board recommends his appointment as Director of the Company. Members approval for appointment of Mr. Bala Latupalli as Director has been sought in the Notice convening the Annual General Meeting of the Company.

Directors retiring by rotation

Mr. N. Kumar and Professor G. Raghuram, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Resignation of Director

Mr. R. Seshadri, Executive Director of the Company resigned from the Board w.e.f Jan 30, 2010. The Board places on record its appreciation for the valuable contributions made by Mr. Seshadri in guiding the growth and success of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered Accountants, hold office till the conclusion of the Ninth Annual General Meeting and being eligible offer themselves for reappointment.

INTERNAL AUDIT

During the Financial Year, your Company had engaged the services of KPMG India and M/s G.D. Apte, Chartered Accountants, Mumbai 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 the Audit Committee. The Audit Committee also scrutinizes all the programmes and the adequacy of the internal audits.

PARTICULARS OF EMPLOYEES

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.

EMPLOYEE STOCK OPTIONS SCHEME

In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the market price of the underlying equity shares as of date of the grant over the exercise price of the option, including up front payments, if any, is to be recognized and amortized on a straight line basis over the vesting period.

Your Company has adopted intrinsic method of accounting to compute employees compensation cost. According to intrinsic method of accounting, the employees compensation cost is Rs.256,518/- If the compensation cost was computed using the fair value method of accounting, the compensation cost would have been at Rs. 4,969,812 for the financial year 2009-10 and our profit would hence be reduced by Rs.4,713,294. The impact on EPS for financial year 2009-10 would be 0.04 and for diluted EPS by 0.05.

The details of options granted under ESOS 2007 are as follows:

Sl. No ESOS 2007 Tranche 1 Tranche 2

01 Grant Date 02/04/2008 26/05/2008

02 Options granted and outstanding at the beginning of the year 362,500* 777,500*

03 The Pricing Formula Rs.73/-* per Rs.73/-* per

share / option share / option

04 Options Vested during the financial year Nil Nil

05 Options Exercised Nil Nil

06 Money realized on exercise of option Nil Nil

07 Total number of shares arising as a result of exercise of options Nil Nil

08 Options Lapsed / Surrendered 191,800 497,000

09 Total number of options in force at the end of the year 82,200 213,000 10 Variation of terms of options Nil Nil

11 Grant to Senior Management Nil Nil

12 Employees receiving 5% + of the total number of options granted during the year Nil Nil

13 Employees granted options equal to or exceeding 1% of the issued capital Nil Nil

14 Employees Compensation Cost using Intrinsic Method of Accounting Rs.256,518/- Nil

15 Employees Compensation Cost using Fair value method of accounting Rs.4,969,812/- Nil

*The number of options and the issue price has been adjusted pursuant to the sub-division of the Equity Shares from Rs.10/- to Re.1/- per share.

Methods and significant assumptions used to estimate fair value of options:

ESOS 2007

Particulars Tranche 1 Tranche 2

Exercise/Issue Price at the time of grant (in Rs) 730 730

Market Price at the time of grant (In Rs) 820.05 692.9

Expected Life 1 to 3 1 to 3

Risk Free Rate 5.19% 5.19%

Expected Volatility 15.50% 16.93%

Expected Dividend Yield 0.24% 0.29%

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange earned and used on cash basis

Forex Earned:

INR 203.79.Million (09-10) INR 246.27 Million (08-09)

Forex Used:

INR 69.83 Million (09-10) INR 77.47 Million (08-09)

DIRECTORS RESPONSIBILITY STATEMENT

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.

ACKNOWLEDGEMENT

The Board of Directors thanks the clients, shareholders, investors, vendors and bankers for their continuous support to the Company during the year. Your directors would like to acknowledge with thanks the support extended by the various departments of the Government of India, particularly the Software Technology Parks of India, the Tax authorities, the Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges and others and look forward to their support in all future endeavors.

Your directors appreciate and value the contributions made by TAKEsters at all levels for the growth of the Company.

By Order of the Board

S. Sridharan D.V. Ravi

Managing Director Director

Place : Chennai

Date : May 21, 2010

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