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Directors Report Year End : Mar '18    Mar 17

Directors'' Report as at 31 March 2018

Dear Members,

The Directors have pleasure in presenting the SEVENTEENTH Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2018.

1. Financial Highlights

(Rs, in Mn, except per share data)

Particulars

Consolidated

Standalone

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Total Income

1 5,936.54

13,574.21

352.44

412.06

Total Expenses

12,807.69

10,823.29

188.69

229.1 1

EBITDA

3,128.85

2,750.92

163.75

182.95

Depreciation & Amortisation

1,041.49

874.49

7.98

7.96

Profit before finance cost and tax expenses

2,087.36

1,876.43

155.77

174.99

Finance cost

207.58

226.1 5

8.34

29.23

Tax expenses

281.17

188.73

(5.08)

1.54

Profit for the year

1,598.61

1,461.55

152.51

144.22

Profit Attributable to :

Shareholders of the Company

1,604.56

1,430.77

152.51

144.22

Non-controlling interest

(5.95)

30.78

-

-

Total other comprehensive income

163.89

(340.26)

2.15

(0.13)

Total other comprehensive income attributable to:

Shareholders of the Company

1,768.30

1,121.29

154.66

144.09

Non-controlling interest

(5.80)

30.78

-

-

Opening balance of retained earnings

4,566.67

3,294.87

877.19

893.33

Amount available for appropriation

6,171.23

4,725.64

1,029.70

1,037.55

Appropriations:

Dividend on equity shares

131.12

130.94

133.24

133.24

Tax on dividends

27.87

27.14

27.12

27.12

Capital reserve

-

0.89

-

Merger/Acquisition/Investments

(32.43)

-

-

Closing balance of retained earnings

6,044.67

4,566.67

869.34

877.19

Earnings Per Share

12.19

11.22

1.14

1.11

Equity Shares (in numbers)*

131.59

127.50

133.64

129.73

*As per the IND-AS 102 for Employee share-based payments 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, 349,741 shares have been exercised by employees up to March 31, 2018.

2. Financial Performance

During the year under review, your Company earned a Consolidated Revenue of Rs, 15,937 Mn with an EBITDA margin of 20% as compared to Rs, 13,574 Mn with EBITDA of 20% in the financial year

2016-17.

The Company during the year had a Standalone revenue of Rs, 352 Mn with an EBITA margin of 46% compared to Rs, 412 Mn with EBITA margin of 44% in the financial year 2016-17.

3. Dividend

The Company continues its practice of distributing consistent dividend. During the Financial Year the dividend is consisting of:

- 1st Interim Dividend of Rs, 0.30/- per Equity Share (30%) declared at the meeting of the Board of Directors of the Company held on November 08, 2017

- 2nd Interim Dividend of Rs, 0.30/- per Equity Share (30%) declared at the meeting of the Board of Directors of the Company held on February 08, 2018

The said Interim Dividends were paid on December 02, 2017 and March 02, 2018 respectively. Your Directors are now pleased to recommend a one-time additional Dividend of Rs, 0.60/- per Equity share (60%) in addition to the usual final dividend declared at Rs, 0.40/- per Equity share (40%), marking the 10th year since the Company went public, 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, 1.60 /- per Equity share (160 %).

The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to Rs, 158.99 Mn.

The Register of Members and Share Transfer books will remain closed from Saturday, August 04, 2018 to Friday, August 10, 2018 (both days inclusive) for the payment of dividend. The Annual General Meeting has been scheduled on August 10, 2018.

4. Share capital

During the year under review, the Company has allotted 14,697,200 equity shares of Rs, 1 each at an issue price of Rs, 170.10 per equity share (including a Share Premium of Rs, 169.10 per share) on Preferential basis to TAKE Solutions Pte Ltd. (Promoter of the Company) on March 22, 2018 after obtaining the necessary approvals, including In-Principle approvals from both National Stock Exchange and Bombay Stock Exchange.

Pursuant to the aforesaid issue and allotment of Equity Shares, the paid-up share capital of the Company stood at Rs, 147,934,000 (147,934,000 shares of Rs, 1 each) as at March 31, 2018 as compared to Rs, 133,236,800 (133,236,800 shares of Rs, 1 each) as at March 31,

2017.

5. Transfer to General Reserve

During the year under review an amount of Rs, 4.21 Mn was transferred to General Reserve. The transfer is on account of Employee Stock Option Scheme when exercised/ lapsed by employees during the year. Apart from this no other amount has been transferred from Profit and Loss to General Reserve.

6. Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), the amount which remained unpaid or unclaimed for a period of Seven (7) years has to be transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Government of India. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly unclaimed amount of Rs, 74,371 which remained unclaimed from 2009-10 has been transferred to IEPF account within the specified timeline. Further, 1,30,998 corresponding shares were also transferred as per the requirement of the Rules. The unpaid dividend pertaining to the dividend declared for the Financial Year 2010-11 along with shares shall be transferred to IEPF on October 02, 2018. Details of unclaimed dividend as on March 31, 2018 has been provided under the Corporate Governance Report that forms part of this Annual Report.

Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary/Company''s Registrar and Share Transfer Agent (M/s. Link Intime India Private Limited).

7. Holding Company

TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and their Present Equity Holding is 57.83%.

8. Subsidiaries

The details of Subsdiaries have been covered under the Corporate Governance Report in Annexure1 to this report.

During the year the Company disinvested its entire stake held (through TAKE Global Holdings Pte. Ltd., a direct subsidiary of the Company) in Towell TAKE Solutions LLC Muscat (Joint Venture with Towell) on March 28, 2018 for a consideration of USD 2,000,000. Further the step down subsidiaries under Towell TAKE Investments LLC, Muscat (Towell TAKE Solutions LLC, Muscat , TAKE Solutions MEA Limited, Dubai and Mirnah Technologies Systems Limited, Saudi Arabia) also got dis-invested in the process.

9. Change 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, 2018.

10. Consolidated Financial Statements

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

Financials of the Company

The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provide along with this Annual Report and are also available at the website of the Company https://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.

11. 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 disclosures, as required under various provisions of the Companies Act, 2013 and Listing Regulations.

a) Directors retiring by rotation

Pursuant to Section 152 of the Companies Act, 2013 read with the Article 60(iv) of the Articles of Association of the Company, Mr. D. V. Ravi (DIN 00171603), Non- Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

A brief profile of Mr. D. V. Ravi is provided below:

Mr. D. V. Ravi is the Co- Founder of the Company and he has been working in the areas of Corporate strategy and services, finance compliance and governance. Mr. Ravi holds a Graduate Degree in Commerce and a Post Graduation in Management. He has over two decades of experience in Strategic planning, Business Process Re-engineering and Organization Change Management.

Mr. D V Ravi does not directly hold any shares in the Company.

b) Change in Designation of Mr. Ram Yeleswarapu (DIN 02363491) as an Executive Director

The Board of Directors, in its meeting held on November 08, 2017, approved the appointment of Mr. Ram Yeleswarapu (DIN: 02363491) as an Executive Director of the Company for a period of three (3) years with effect from November 08, 2017, who shall hold office up to November 06, 2020. The appointment is subject to the ratification of the shareholders. The Board recommends his appointment for shareholders'' approval.

A brief profile 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, he 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.

Mr. Ram Yeleswarapu was originally appointed as a Non-Executive Director of the Company. However, he has been actively involved in the operations of the group Companies in India and overseas locations for quite some time. The Board considers that his association in Executive Capacity would be of immense benefit to the Organisation.

Mr. Ram Yeleswarapu does not directly hold any shares in the Company.

12. Report on Corporate Governance

Our Company strives to maintain high standards of Corporate Governance in all our interactions 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 Obligations and Disclosure Requirements), Regulations 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms part of the Board''s Report as Annexure 1.

13. Declaration by Independent Directors

All Independent Directors of the Company have given declaration under Section 149(7) of the Companies Act, 2013 confirming that they are in compliance with the criteria laid down in the said section as well as Regulation 25 of the Listing Regulations for acting as an Independent Director of the Company.

14. Number of Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors met 5 (five) times on May 18, 2017, August 14, 2017, November 08, 2017, February 08, 2018 and March 22, 2018, during the financial year 2017-18. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Familiarization Programme

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

16. Evaluation of the Board''s Performance

The Board has carried out an evaluation of Directors as well as evaluation of Board and Committees as required under the provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation process was carried out based on various criteria including inter-alia their attendance, participation in Meetings, engagement with the management in making decisions, understanding of the Company''s business and that of the industry and guidance provided to the company to follow the best industry practices.

The Independent Directors reviewed the performance of the Non-Executive, Non-Independent Directors and the Board as a whole, as well as the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. At the meeting of Independent Directors held on March

22, 2018, they, inter alia, assessed the quality, quantity and timelines of flow of information between Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors were also evaluated by the Board based on the professional conduct, responsibilities etc. as specified in Section 178, read with 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. The outcome of Board evaluation was discussed by the Nomination and Remuneration Committee and the Board at their meetings held on March 22, 2018.

17. Changes in Key Managerial Personnel

As informed in previous year''s directors report, Ms. Shobana N S had resigned as the Chief Financial officer on March 31, 2017 and Ms. Subhasri Sriram was appointed as the Chief Financial officer with effect from April 01, 2017

18. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Alagar & Associates, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Audit Report is provided as Annexure 2 hereto.

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

19. Auditors

M/s. GD Apte & Co, Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of five years commencing from 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.

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

In terms of applicable provision of Companies (Amendment) Act, 2017, notified with effect from May 07, 2018, ratification of appointment of statutory auditors at every Annual General Meeting during their tenure of appointment, has been done away with.

20. Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its employees or officers, details of which would need to be mentioned in the Board''s Report.

21. Internal Audit

The internal audit was carried out by the Chief Internal Auditor of the Company. The reports of the internal auditor 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.

22. Internal control system

The Company follows a detailed process of Internal Control System. The financial and operational controls are firmly built in 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.

23. Adequacy of Internal Financial Controls with reference to the 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 statutes and policies, safeguarding of assets, prevention and detection of 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.

24. 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 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 prioritised risk lists are reviewed and action plans are drawn up to mitigate the same.

25. 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 in the future.

26. Extract of the Annual Return

The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 is provided as an Annexure-4 to this report

27. Related Party Transactions

The Audit Committee had reviewed all related party transactions that were entered into during the financial year and found them to be on arm''s length basis and in the 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 Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee had given its prior omnibus approval at the beginning of financial year for foreseeable related party transactions.

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 3.

All Related Party Transactions as required under applicable Accounting Standards are reported in 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 at: http://www.ta kesolutions.com/images/corporate%20governance/ policy-on-related-party-transactions.pdf

28. Particulars of loans, guarantees or investments

During the Financial Year under review, the Company had given loan amounting to '' 573.15 Mn to its wholly owned subsidiary M/s. Ecron Acunova Limited (f.k.a. Manipal Acunova Limited) and '' 208.23 Mn to TAKE Solutions Global Holdings PTE Ltd.

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

During the Financial year the Company had not made any investment.

29. 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 relates and the date of this Report.

30. 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.

31. 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. Familiarisation 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 Company''s POSH Committee.

32. 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) Regulations, 2015 is presented separately, which forms part of the Board''s Report as Annexure 5.

33. Corporate Social Responsibility

The Company is committed to on-going contributions to the society through a comprehensive Corporate Social Responsibility (CSR) framework. TAKE Solutions has contributed an amount of '' 87,00,000 towards Healthcare; Environment; Education & Sports during the FY 2017-18. Details of CSR Policy are available on our website, at https://www.takesolutions.com/index.php/investor-relation#corporate. The annual report on Company''s CSR activities forms part of the Board''s Report as Annexure 6.

34. Particulars of Employees

The ratio of remuneration of each Whole-Time Director and Key Managerial Personnel to the median of employees'' remuneration as per Section 197(1) of the Companies Act, read with Rule 5(1) of the Companies (Appointment of Managerial Personnel) Rules, 2014 forms part of the Board''s Report as Annexure 7A. 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, employed throughout the financial year, has drawn a remuneration of more than Rs, 1.20 crores per annum and no employee, employed for part of the financial year, has drawn a remuneration of more than Rs, 8.5 lakh per month.

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

ESOS - 2007

Particulars

Series - III

Series - IV

1. Grant Price - ''

73.00

73.00

2. Grant Date

August 07, 2015

March 24, 2016

3. Vesting commences on

August 06, 2016

March 23, 2017

4. Vesting Schedule

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

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

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

1,035,023

1,00,000

6. Option granted during the year

Nil

Nil

7. Option lapsed and /or withdrawn during the year

50,000

Nil

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

185,014

Nil

9. Option granted and outstanding at the end of the year of which

- Options vested

- Options yet to vest

366,009

434,000

60,000

40,000

10. Money realised by exercise of options during the year -

13,506,022

Nil

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

3 5. Pol i cy on D i re ctors '' & KM P'' s appointment and remuneration

The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directors'' and Key Managerial Personnel (KMP). 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 to this Board''s Report.

The Managing Director of the Company does not draw any remu neration . The I ndependent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Section 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 Corporate Governance Report that forms part of this Annual Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules,

2014 are provided under Annexure 7A.

36. Employee Stock Options Scheme

In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.

During the current Financial Year, the Company has not granted any options to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.

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

a) Measures taken to reduce energy consumption:

- Continual improvement of 9% efficiency by Optimal cooling of work areas and data centers, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and standalone air conditioners only when required and disposal of HW obsolesces.

- New TAKE corporate office is outfitted with LED lighting with controls programmed for usage and shut-off with manual override by using motion sensor in the cabins and meeting rooms. Cassette AC round flow of 360° air discharge for optimum energy efficiency and comfort. Motion Sensors have been placed in meeting rooms & amp; Cabin areas to control the lighting usage effectively, by turn off the lights when no one is using the room helps to not waste excess energy and improve the environment.

b) Technology Absorption -

- Your Company absorbs appropriate technology advancements in providing the best services to its customers.

- Adoption of Cloud computing technology to focus and innovate in niche services such as product demo, Microsoft Dynamics CRM online, document library system, Backup and Disaster recovery instance, are benefiting cost optimization, gains in efficiencies, collaborative atmosphere, shorter time to value and improvements in quality.

- Our Technology Partnership with Azure & amp; Amazon provide the right and scalable Infrastructure solutions that are either hosted on, or integrated with, business solutions.

- Implemented singe domain active directory services enable collaboration for E-mail, unified communication, Intranet and in-house business applications.

- Implemented Mobile Device Management (MDM) solutions for protecting organization data from the mobile devices and protecting Sensitive Data Leakage at the user''s end point devices by Using Data Loss Prevention (DLP) tool.

- Adoption of Office 365, which is Microsoft''s state of the art Enterprise IT environment and is changing the way businesses work, provides environment to work anywhere from any device, provides virtually anywhere access to familiar Office tools, plus enterprise email with larger e-mail quotas, conferencing, Office web apps and more IT services like Yammer, Share Point, One Drive etc., that are hosted in the Cloud.

c) Imported technology (imported during the last three years

reckoned from the beginning of the financial year) - Nil.

38. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

For the financial year 2017-18: '' 2758.40 Mn

For the financial year 2016-17: '' 2.25 Mn

Forex Used:

For the financial year 2017-18: '' 330.52 Mn For the financial year 2016-17: '' 14.01 Mn

An amount of '' 70.86 Mn was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2017-18 and final dividend for the Financial Year

2016-17.

39. Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report has been prepared for the FY 2017-18 and the same is available at www.takesolutions.com

40. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it 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 Directors had 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 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

We thank our investors, customers, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their assistance, support and cooperation extended. We place on record our appreciation for the co m m itted s ervices of all our employees.

By Order of the Board

Srinivasan H.R. D.V. Ravi

Place : Chennai Managing Director Director

Date : May 17, 2018 DIN : 00130277 DIN: 00171603

Source : Dion Global Solutions Limited
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