1.20 Provisions and Contingencies
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event; it is probable that the Company will be required to settle the obligation in respect of which a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the management's best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made. Contingent assets: A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised but disclosed only when an inflow of economic benefits is probable.
1.21 Cash dividend to the equity holders of the Company
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. Final dividends on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
1.22 Exceptional items
Exceptional Items include income/expenses that are
considered to be part of ordinary activities, however of such significance and nature that separate disclosure enables the users of financial statements to understand the impact in more meaningful manner. Exceptional Items are identified by virtue of their size, nature and incidence.
1.23 Segment Reporting:
Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and the other Directors but do not include the Independent Directors.
1.24 Prior Period Adjustments
Errors of material amount relating to prior period(s) are disclosed by a note with nature of prior period errors, amount of correction of each such prior
Notes forming part of Standalone Financial Statements
period presented retrospectively, to the extent practicable along with change in basic and diluted earnings per share. However, where retrospective restatement is not practicable for a particular period then the circumstances that lead to the existence of that condition and the description of how and from where the error is corrected are disclosed in Notes on Accounts.
1.25 Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company
@ Refer Material Accounting Policy No 1.9. The recoverable amount is estimated based on the Value in Use and accordingly impairment loss is recognised in the Statement of Profit and Loss as an exceptional item in Note No 2.27. Factors like a significant decline in budgeted net cash flows or operating profit and significant increase in operating loss and loss of business led to the recognition of impairment loss.
i) During the previous year FY 2022-23, EAL has allotted 19,552,551 equity shares of T 10 each at a premium of T 50 per share on December 30, 2022 to TAKE on a
rights issue basis. TAKE has adjusted the advances and loans given to EAL including the interest accrued due from EAL towards amounts payable against the rights issue.
ii) During the current year FY 2023-24, the Company has acquired the stake held by Ecron Acunova Limited in Navitas LLP for T 9.99 Mn. With effect from 1st January 2024, the Company holds 99.99% stake in Navitas LLP and Ecron Acunova Limited holds 0.01% stake in Navitas LLP.
(c) The Company has only one class of shares referred to as equity shares having face value of T 1/- each. Each holder of equity share is entitled to one vote per share and to receive interim/ final dividend as and when declared by the Board of Directors/ at the Annual General meeting. In the event of liquidation of the Company, the holders of equity shares will
be entitled to receive the remaining assets of the Company in proportion to the number of equity shares held. Company declares and pays dividends in Indian rupees. For the year ended 31st March 2024, the Board of Directors has not proposed any dividend. (Previous year - TNil).
(f) The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the Balance Sheet date.
(g) Employee Stock Options
The Company measures the compensation expenses relating to employee stock options using the fair value method.The fair value is treated as employee compensation expenses and charged to Statement of Profit and Loss. The value of the options is treated as a part of employee compensation in the financial statements and is amortised over the vesting period.
Pursuant to Clause 5(3) of SEBI (Share Based Employee Benefits) Regulations, 2014 and para 10 of Employees Stock Option Scheme - 2007 of the Company, Remuneration
and Compensation Committee is authorised to make a fair and reasonable adjustment to the number of options and to the exercise price in respect of options granted to the employees under the plan in the case of Corporate actions such as right issue, bonus issue, merger, etc.
On December 10, 2007, the Company established Employees Stock Option Scheme - 2007 (ESOS -2007 or Scheme). Under the Scheme, the Company is authorised to issue up to 2,400,000 (originally 240,000) equity settled options of T 1/- each (originally T 10/- each) to employees (including employees of the subsidiaries). Remuneration and Compensation Committee has been constituted by the Board of Directors of the Company to administer the Scheme.
Other particulars of Employee Stock Options Scheme 2007 as at March 31, 2024 are given below:
Pursuant to the requirements of Division II to Schedule III, below is the nature and purpose of each reserve:
(a) Capital Reserve
The Company recognises profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments is transferred to capital reserve.
(b) Capital Redemption Reserve
Capital Redemption Reserve is created to the extent of the nominal value of the share capital extinguished.
(c) General Reserve
General reserve represents appropriation of profits. This represents a free reserve and is available for dividend distributions. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to the statement of profit and loss.
(d) Securities Premium
Securities Premium includes:
(i) The difference between the face value of the equity shares and the consideration received in respect of shares issued;
(ii) The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant to Stock Options Scheme.
This reserve is utilised in accordance with the provisions of the Act.
(e) Share Options Outstanding Account
The Share options outstanding account is used to record the fair value of equity- settled share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock options not exercised by employees.
(f) Other Items of Other Comprehensive Income
Other items of other comprehensive income consist of currency translation and re-measurement of net defined benefit liability net of taxes.
(g) Retained Earnings
Retained earnings comprise of the Company's undistributed earnings after taxes.
Related Party Disclosure for the year ended March 31,
2024
List of Related Parties
> Holding Company
TAKE Solutions Pte Ltd, Singapore
> Subsidiaries (held directly)
• Ecron Acunova Limited, India
• TAKE Solutions Global Holdings Pte Ltd, Singapore {Ceased w.e.f. 1st April 2022}
• TAKE Solutions Limited ESOP Trust, India
• Navitas LLP, India
• TAKE Consultancy Services Inc., USA (w.e.f. August 15, 2022)
> Subsidiaries (held indirectly)
• TAKE Enterprise Services Inc., USA {Ceased w.e.f. 1st April 2022}
• NLS Holdings SG Pte Ltd, Singapore (Previously known as TAKE Solutions Information Systems Pte Ltd.) {Ceased w.e.f. 1st April 2022}
• Navitas, Inc., USA {Ceased w.e.f. 1st April 2022}
• Navitas Lifesciences S.A.S., Colombia {Ceased w.e.f. 1st April 2022}
• Navitas Life Sciences Holdings Limited, UK {Ceased w.e.f. 1st April 2022}
• Navitas Life Sciences Limited, UK {Ceased w.e.f. 1st April 2022}
• Navitas Life Sciences Services Inc, USA {Ceased w.e.f. 1st April 2022}
• Intelent Inc., USA {Ceased w.e.f. 1st April 2022}
• TAKE Innovations Inc., USA {Ceased w.e.f. 1st April 2022}
• Acunova Life Science Inc., USA (Dissolved w.e.f. March 07, 2023)
• Navitas Life Sciences Company Limited, Thailand (Ceased w.e.f. January 1, 2023)
• Navitas Life Sciences SG Pte Ltd., Singapore {Ceased w.e.f. 1st April 2022}
• Navitas Life Sciences Services Limited, UK {Ceased w.e.f. 1st April 2022}
• Navitas Life Sciences LLC, Russia {Ceased w.e.f. 1st April 2022}
> Key Management Personnel and Independent Directors
1. Mr. N. Kumar - Chairman and Independent Director (Resigned w.e.f. 29-06-2022)
2. Mr. Srinivasan H.R. - Vice Chairman and Managing Director (Resigned w.e.f 27-06-2022), Non-Executive Director (Appointed w.e.f 30-06-2022)
3. Ms. Uma Ratnam Krishnan - Independent Director (Resigned w.e.f 30-06-2022)
4. Mr. Venkataraman Murali - Independent Director (Resigned w.e.f. 29-06-2022)
5. Mr. Balasubramanian Srinivasan-Independent Directors (Resigned w.e.f 30-06-2022)
6. Ms. N.S. Shobana (Cessation w.e.f 29-04-2022), Executive Director (Appointed w.e.f 18-08-2022)
7. Mr. Lalit Mahapatra - Chief Financial Officer (Resigned w.e.f. 30-06-2022)
8. Mr. V. Venkatesan - Chief Financial Officer
(Appointed w.e.f. 30-12-2022)
9. Mr. P. Srinivasan - Company Secretary (Resigned w.e.f 31-03-2024)
10. Mr. Raghavendra Seetharam Srivatsa-Independent Director (Resigned w.e.f 30-06-2022)
11. Mr. Chella Gowrishankar - Non-Executive Director (Appointed w.e.f 30-06-2022)
12. Mr. Ramesh Gopal - Independent Director (Appointed w.e.f 30-06-2022)
13. Mr. Rangasami Seshadri - Independent Director (Appointed w.e.f 27-09-2022)
Notes forming part of Standalone Financial Statements
14. Mr. Chandrasekaran Nagarajan - Independent Director (Appointed w.e.f 27-09-2022)
15. Ms. Kiran Sharma - Independent Director (Appointed w.e.f. 14-02-2023))
> Companies in which promotor has substantial interest
• Asia Global Trading (Chennai) Private Limited The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business.
The leased building premises are used to carry out business operations and related support activities. The future cash outflows on lease payments are fixed in nature, subject to escalations. The lease agreements tenor extensions and termination conditions are subject to respective lease agreements.
8. Financial Instruments (a) Capital Management
The Company's capital management is intended to maximise the return to shareholders for meeting the longterm and short-term goals of the Company through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual and long-term operating plans and strategic investment plans. The funding requirements are
met through equity and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
For the purpose ofthe capital management, capital includes paid up equity share capital, securities premium and all other reserves attributable to the equity shareholders. Net debt includes all the long-term and short-term borrowings net off cash and cash equivalents
> Cash and cash equivalents
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies. Counterparty credit limits are reviewed by the Company periodically and the limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments. One bank individually
accounted for more than 10% of the Company's deposits and bank balances for the years ended 31 March 2024 and 31 March 2023. None of the other financial instruments of the Company result in material concentration of credit risk.
> Other Financial Assets
Where Management estimates any major risk with respect to its recovery, financial loss on financial assets is estimated and impaired.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintain financial flexibility.
The table below summarizes the maturity profile remaining contractual maturity period at the balance sheet date for its financial liabilities based on the undiscounted cash flows.
9. Segment Reporting
Operating Segments are reported in a manner consistent with the reporting to the Chief Operating Decision Maker (CODM). The CODM as identified by the Board of Directors include the Executive and the other Directors but do not include the Independent Directors.
The company on a standalone basis operates in the business segment of promotion of services related to Life Sciences and hence there is only one business segment. The company on a standalone basis is primarily operating in India, which is considered as single geographical segment. Accordingly, segment information has not been separately disclosed.
11. Additional Disclosures
a) Details of Benami Property Held:
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
b) Wilful Defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
C) Relationship With Struck Off Companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
d) Details of Crypto Currency Or Virtual Currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
e) Compliance With Number of Layers Of Companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
f) Undisclosed Income
The Company does not have any transaction recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
g) Valuation of Property, Plant and Equipment & Intangible Asset
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
h) Registration of Charges or Satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period
There are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There have been no funds that have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
13. Going Concern Assumption
The Company has incurred huge loss after tax of INR 2072.51 Million for the year ended March 31, 2024 on account of recognition of impairment loss on certain financial assets resulting in substantial reduction in networth of the Company as on March 31, 2024 and there has been significant reduction in the volume of business. Furthermore, the Company has significant unpaid statutory dues. The cumulative effect of these factors may indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, the Standalone Financial Statements have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Company is exploring various funding options for expansion and also expects substantial improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capital investment and other expansion plans undertaken during the reporting period in the said business.
14. Subsequent Events
There are no significant subsequent events that would require adjustments or disclosures in the standalone financial statements as on the balance sheet date other than the event disclosed in the footnote to Note 2.26.
15. Others
a) Impact of Code on Social Security, 2020
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020.The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
b) Resignation of Company Secretary
Pursuant to Section 203 of the Companies Act, 2013, the company is required to have a whole time Company Secretary. No Company Secretary has been appointed for the vacancy created on March 31, 2024 by the resignation of the erstwhile Company Secretary, however, the time limit prescribed under Section 203(4) of Companies Act, 2013 has not expired.
16. Comparative Figures
Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year's classification.
For Sundar Srini & Sridhar For and on behalf of the Board of Directors of
Chartered Accountants TAKE Solutions Limited
Firm's Registration Number: 004201S CIN: L63090TN2000PLC046338
V. Vijay Krishna Srinivasan H R N. S. Shobana
Partner Director Executive Director
Membership Number: 216910 DIN: 00130277 DIN: 01649318
Place: Chennai V. Venkatesan
Date: 30th May, 2024 Chief Financial Officer
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