Directors Report of Tricom India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the

accounts for the Financial Year ended March 31, 2015.

1. Financial Results : (Rs in Lacs)

Particulars Consolidated Standalone

2014-2015 2013-2014 2014-2015 2013-2014

Total Income from 3834.16 5603.13 2540.27 3481.95 Operations

Finance Cost 1015.79 1965.32 863.66 1796.13

Depreciation 1914.30 3282.67 1206.24 925.04

Profit before (2347.46) (4089.77) (1599.48) (1544.03) Taxation

Provisions for Taxes 191.16 349.20 139.87 297.01

Exceptional Items (1711.29) (143.98) (917.43) (1273.85)

Profit after Taxes (4249.92) (4582.95) (2516.92) (2817.88)

Balance brought 1891.04 6473.99 2930.41 6045.31 forward

Prior Period Income Nil Nil Nil Nil

Appropriations Nil Nil Nil Nil

Profit carried to (2419.30) 1891.04 219.14 2930.41 Balance Sheet

Earnings per share (5.37) (5.79) (3.35) (3.93)

2. Brief description of the Company's working during the year/State of Company's affair:

During the year the consolidated income from operations was Rs 3834.16 lacs as compared to income from operations of Rs 5603.13 Lacs during the previous financial year. The consolidated Loss was Rs 4249.92 Lacs as compared to loss of Rs 4582.95 Lacs during the previous financial year.

The standalone total income from operations was Rs 2540.27 Lacs as compared to total income from operations of Rs 3481.95 Lacs during the previous financial year. The standalone Loss was Rs 2516.92 Lacs as compared to loss of Rs 2817.88 Lacs during the previous financial year.

3. Dividend:

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2014-15.

4. Reserves:

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital:

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2015 was Rs 158410900. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme

6. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs. Chetna Kothari, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year under review, the members approved the appointments of Mrs. Chetna Kothari as a Non-Executive Non- Independent Woman Director who is liable to retire by rotation and Mr. Paresh Pathak and Mr. Rajesh Panamburkar as Independent Director who is not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and Clause 49 of the Listing Agreement with the stock exchanges.

7. Particulars of Employees:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report is annexed as Annexure I

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure I).

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings:

During the year nine Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:-

The Independent Directors of the Company, at their meeting (without the attendance of Non-Independent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-Independent Directors and the Board of the Company taking into account the views of Executive Directors and Non-Executive Directors and based on attendance record and intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and Management .

10. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy is attached as (Annexure- II).

11. Details of Subsidiary:

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries is given in Form AOC-I as (Annexure- III).

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. Auditors:

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors.

13. auditors' report

Qualifications mentioned in Auditors Report which are as follows:-

* Non compliance of Section 205(1A) of the Company's Act, 1956:- Due to liquidity crunch faced by the company, there has been a delay in payment of dividend to some shareholders.

* Non provision of interest amount :- Due to severe financial crisis, the Company has requested some of the lenders to waive off some part of their interest on loan and negotiation on said matter is going on between the Company and the lenders. On the basis of discussion with lenders, management feels that no interest provision is required on loan from some of the lenders however, if any interest provision is required as per final negotiation it will be made as and when required.

14. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. Jaanvi Joshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure IV) to this report. The report is self-explanatory and our reply to the comments are as follows:-

* During the year we did not get a suitable candidate for the post of Company Secretary and Chief Financial Officer in our Company as required in terms of Section 203(1) of the Companies Act, 2013. We are continuously posting our recruitment for the post of CS in news paper and on job portal website. We ensure you as soon as we get a suitable candidate we will appoint immediately.

* As mentioned by the Secretarial Auditor we have paid/ partially paid/ replied to each notices received by us under Section 58AA and Section 73 of the Companies Act, 1956 and Companies Act, 2013 respectively;

* As mentioned by the Secretarial Auditor there is a dispute between Company and Ahmadabad Stock Exchange for delisting of its securities and the matter is under dispute. Hence Company has not complied with the Listing Agreement with Ahmadabad Stock Exchange.

* Due to financial difficulty there is delay in payment of listing fees to the stock exchanges.

* We have increased our Authorized Capital on 30.09.2013 Annual General Meeting. But due to heavy stamp duty fee and cash crunch in the company e-form was not filed with the Registrar of Companies and the same was not updated on MCA website. Because of that we could not able to file Annual return (E-Form 20B) in terms of Section 159 of the Companies Act, 1956 for the year ended March 31, 2014.4

* The Company has received multiple notices under Section 433 and 434 of the Companies Act, 1956 for default of repayment as Company is facing financial difficulty.

15. Vigil Mechanism/Whistle Blower Policy :

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism/ Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistle Blower Policy has been uploaded on the website of the Company at www.tilinfo.com under http://www.tilinfo.com/Policies.aspx.

16. Risk Management Policy:

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

17. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure V) .

18. Material changes and commitments, if any, 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:

There is no material changes and 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. 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 impacting the going concern status and company's operations in future.

20. Adequacy of internal Financial Controls.

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Internal Auditor and Statutory Auditor and periodical review by management. The Audit Committee of the Board addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.

21. Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Rs 5,77,63,021/-

(b) remained unpaid or unclaimed as at the end of the year; Rs 19,66,99,921/-

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year; Principle - Rs 68,71,000/- Interest - Rs 23,71,509/-

(ii) maximum during the year; Principle - Rs 4,32,50,116/- Interest - Rs 1,26,46,438/-

(iii) at the end of the year; Principle - Rs 4,32,50,116/- Interest - Rs 1,26,46,438/-

The Company has complied with all the requirements of Chapter V of the Act except Section 73(2) (C ), 73 (3) and 74 (1) (b) of the Companies Act, 2013.

The Company has filed an application under Section 74(2) of the Companies Act, 2013 to the Honorable Company Law Board for extension of time to repay deposits on 09.10.2014 and on amendment of the Company Law Board regulations, 1991 vide order no. F. No. 113/36/2001-CLB dated 28th January, 2015 (the "order"), the Company once again submitted a petition in the revised format on 31st March, 2015 to the Honorable Company Law Board thereby seeking extension of time to repay deposits.

22. Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

23. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As (Annexure VI).

24. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

25. Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

26. Disclosures:

Audit Committee:

Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak and Mr. Chetan Kothari. All the recommendations made by the Audit Committee were accepted by the Board.

27. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year Company has not received any complaint of harassment.

28. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Of Energy:

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. Technology Absorption And Research & Development:

Your Company develops software to provide efficient Business Process Outsourcing services to its customers. The systems team of your Company does continuous research and development for up gradation of the software, in order to provide better services to its clientele. Your Company also develops software products to process the data required for providing services to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs 2496.41 lakh and the total foreign exchange earned was Rs 168.58 lakh.

29. Corporate Social Responsibility (CSR):

The Company has constituted Corporate Social Responsibility Committee on 29th May, 2014 in terms of the provision of Section 135(1) of the Companies Act, 2013. It comprises three members namely Mr. Chetan Kothari, Mr. Paresh Pathak and Mr. Rajesh Panamburkar. This CSR Committee reviews and restates the Company's CSR policy in order to make it more comprehensive and aligned with the activities specified in Schedule Vll of the Companies Act, 2013.

As per Section 135(5) of the Companies Act, 2013 and applicable rules made there under, Company is required to spend in every financial year at least 2% of average net profits of the company made during the three immediately preceding financial years.

In this regard CSR committee after discussion arrived to the conclusion that our Company is not required to spend 2% of average net profits of the company made during the three immediately preceding financial years as Company has incurred average net loss during the three immediately preceding financial years.

Annual Report on CSR activities annexued herewith as Annexure VII

30. Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

31. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 this Act 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; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

32. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Registered Office: By Order of the Board Tricom House, Gandhi Estate Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400072 Chetan Kothari Chetna Kothari CIN:L65910MH1992PLC068953 Managing Director Director

Place: Mumbai

Date : September 1, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS ( Rs in lacs) Particulars Consolidated 2014 2013

Total Income from Operations 5,603.13 8,173.95

Interest 1,965.32 2,457.91

Depreciation 3,282.67 983.04

Profit before Exceptional Items & Taxes (4,089.77) (1,338.39)

Provisions for Taxes 349.21 141.83

Exceptional Items (143.98) 272.25

Profit after Taxes (4,582.95) (1,752.48)

Balance brought forward 6,473.99 8,226.47

Appropriations - -

Profit carried to Balance Sheet 1,891.04 6,473.99

Earnings per share (5.79) (2.30)

Particulars Standalone 2014 2013

Total Income from Operations 3,481.95 4,414.89

Interest 1,796.13 2,214.65

Depreciation 925.04 551.99

Profit before Exceptional Items & Taxes (1,544.03) (1,423.30)

Provisions for Taxes 297.01 116.71

Exceptional Items (1,2 73.85) _

Profit after Taxes (3,114.90) (1,540.02)

Balance brought forward 6,045.31 7,585.33

Appropriations 2,930.41 6,045.31

Profit carried to Balance Sheet Earnings per share (3.93) (2.02)

BUSINESS OPERATION

During the year the consolidated income from operations was '' 5,603.13 lacs as compared to income from operations of '' 8,173.95 lacs during the previous financial year. The consolidated loss was '' 4,582.95 lacs as compared to loss of '' 1,752.48 lacs during the previous financial year.

The standalone total income from operations was '' 3,481.95 lacs as compared to total income from operations of '' 4,414.89 lacs during the previous financial year. The standalone loss was '' 3,114.90 lacs as compared to loss of '' 1,540.02 lacs during the previous financial year.

DIVIDEND

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2013-14.

FIXED DEPOSITS

Total amount of deposits outstanding as on 31st March, 2014 was '' 24,23,60,647/-.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the Loss of your Company for the said period;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

As on 31st March, 2014, the Company has the following subsidiaries:

Domestic subsidiaries

1. eDATA Processing Private Limited (formerly known as Tricom I.T Services Private Limited)

2. Tricom Infotech Solutions Limited

3. Tricom Data Processing Private Limited (formerly known as Mastiff Tech Private Limited)

4. Tricom LPO Private Limited

Foreign subsidiaries

1. Tricom Document Management, Inc., USA,

2. Pacific Data Centers, Inc., USA,

3. Tricom Infotech Solutions, Inc., USA,

4. Tricom Infotech Solutions (Cyprus) Limited,

5. Tricom Data Services Inc., USA,

6. Tricom Litigation Coding Services, Inc., USA,

7. Tricom Software Services Inc., USA,

8. Grand Imaging & Technology Inc., USA,

9. Tricom Search Services Inc., USA.

PARTICULARS IN TERMS OF SECTION 212 OF THE COMPANIES ACT

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Report of Board of Directors and Auditors, Balance Sheet and Statement of Profit and Loss (financial statements) of its subsidiaries. In view of the general exemption granted by the Ministry of Corporate Affairs, Central Government vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 the said reports and financial statements of the subsidiaries are not attached. However, the financial data of the subsidiaries have been furnished under ''Details of Subsidiaries'' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended 31st March, 2014, together with reports of Auditors thereon and the statement pursuant to Section 212 of the Companies Act, 1956, are attached.

The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Director''s & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and form part of this Annual Report.

As on 31st March, 2014, the Board of Directors of your Company comprised of three Directors one of whom is the Managing Director. The remaining two Directors are Non-Executive and Independent Directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an Independent Directors for five consecutive years not liable to retire by rotation.

Mr. Baldev Boolani retired on 30th September, 2013. The Board places on record its appreciation for the distinguished service and contribution made by Mr. Baldev Boolani as a Director of the Company.

Further Mr. Jayant Tanksale resigned on 8th January, 2014. The Board places on record its appreciation for the distinguished service and contribution made by Mr. Jayant Tanksale as a Director of the Company.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one Woman Director. Ms. Chetna Kothari was appointed as an Additional Director of the Company w.e.f. 14th August, 2014 and will be regularized in forthcoming Annual General Meeting as Non Executive Non Independent Woman Director.

AUDITORS

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors.

AUDITORS REPORT

Qualification mentioned in Auditor Report regarding non provision of interest amount. Due to severe financial crisis, the Company has requested some of the lenders to waive off some part of their interest on loan and negotiation on aforesaid matter is going on between the Company and the lenders. On the basis of discussion with lenders, management feels that no interest provision is required on loan from some of the lenders however, if any interest provision is required as per final negotiation it will be made as and when required.

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

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 is as follows:

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

Your Company develops software to provide efficient Business Process Outsourcing services to its customers. The systems team of your Company does continuous research and development for up gradation of the software, in order to provide better services to its clientele. Your Company also develops software products to process the data required for providing services to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings of your Company during the year under review amounted to Rs.2,942.79 Lacs. The foreign exchange outflow during the year was Rs.413.12 Lacs.

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. At the end of March, 2014, your Company had approx 1,218 employees.

However, none of the employees throughout the financial year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 (''Act''), read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation extended by the banks and Government agencies giving support to your Company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your Company for their valuable services during the year.

Place : Mumbai BY ORDER OF THE BOARD Date : 27th August, 2014

Chetan Kothari CHAIRMAN

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Mar 31, 2013

Dear Members,

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

FINANCIAL RESULTS (Rs. in lacs)

Particulars Consolidated Standalone 2013 2012 2013 2012

Total Income from Operations 8,173.95 13,750.67 4,414.89 8,007.34

Profit before Interest, Depreciation and Taxes 2,102.55 4,349.40 1,343.33 3,467.29

Interest 2,457.91 1,813.27 2,214.65 1,520.98

Depreciation 983.04 944.02 551.99 535.62

Profit before Taxation (1,338.39) 1,592.11 (1,423.30) 1,410.69

Provisions for Taxes 141.83 579.35 116.71 503.14

Exceptional Items 272.25

Profit after Taxes (1,752.48) 1,012.76 (1,540.02) 907.55

Balance brought forward 8,226.47 7,212.96 7,585.33 6,677.77

Prior Period Income (0.74)

Appropriations

Profit carried to Balance Sheet 6,473.99 8,226.47 6,045.31 7,585.33

Earnings per share (2.30) 1.55 (2.02) 1.39

OPERATIONAL PERFORMANCE

During the year the consolidated income from operations»was Rs. 8173.95 lacs as compared to income from operations of Rs. 13750.67 Lacs during the previous financial year. The consolidated Loss after Tax was Rs. 1752.48 Lacs as compared to profit after tax of W 1012.76 Lacs during the previous financial year.

The standalone total income from operations was Rs. 4414.89 Lacs as compared to total income from operations of Rs. 8007.34 Lacs during e previous financial year. The standalone Loss after tax was Rs. 1540.02 Lacs as compared to profit aftertaxofRs.907.55Lacsduringthepreviousfinancialyear.

The financial year was a year of consolidation of the acquisitions made during the earlier years and the Company was able to maintain the grow momentum despite dismal export market scenario and increasingfinancial cost.

Your Company is providing services for the back office work to overseas customers in different verticals such as Healthcare, Litigation Support, Title Insurance, Indexing, E-Publishing and Software Development.

Considering the market potential for the existing services which your Company is providing, your Company is in the process of augmenting resources for long term grow, both in operations and marketing. Company is also providing services for prestigious set of clients in the government and public enterprises in sectors such as Finance and Banking, IT & Software, Legal, Title Insurance, General Insurance, Pharmaceutical and Logistics.

DIVIDEND

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year2012-13.

CONVERSION OF WARRANTS INTO EQUITY SHARES OFRs. 2 EACH

Your company had allotted 50,00,000 Equity shares of Rs. 2 each against conversion of Fully Convertible warrants of Rs. 13.50 each.

The above shares on conversion were listed on Bombay Stock Exchange Limited (''BSE'') on October 30, 2012 and National Stock Exchange of India Limited (''NSE'') on October 12, 2012 and the same were permitted for trading over BSE from November 6,2012 and on NSE from November 6,2012.

FIXED DEPOSITS

Total amount of deposits outstanding as on March 31, 2013 was Rs. 16,49,70,068. There were Rs. 5,95,000 claimed but not Raid deposits as on Mach 31,2013.

AUDITORS REPORT

Qualification mentioned in the auditors'' report regarding non compliance of Section 205(1A) of the Company''s Act, 1956. Due to the liquidity crunch faced by the company, there has been a delay in rJayment of dividend to some shareholders which is being paid in the current financial year.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

1. Ih the preparation 6f the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures, if any;

2. That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your company asattheendofthefinancialyearandofthe LossofyourCompanyforthesaidperiod;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts have been prepared on a going concern basis. SUBSIDIARY COMPANIES

As on March 31,2013, the Company has the following subsidiaries: Domestic subsidiaries

1. Tricom IT. Services Private Limited (formerly known as Mastiff Internet Media Solutions Private Limited)

2. Tricom Infotech Solutions Limited

3. Mastiff Tech Private Limited r

4. Tricom LPO Private Limited

Foreign subsidiaries

1. Tricom Document Management, Inc., USA

2. Pacific Data Centers, Inc., USA

3. Tricom Infotech Solutions, Inc., USA

4. Tricom Infotech Solutions (Cyprus) Limited

5. Tricom Data Services Inc.; USA

6. Tricom Litigation CodingServices,lnc.USA

7. Tricom Software Services Inc.USA

8. Grand Imaging &Technology Inc.

9. Tricom Search Services Inc.

PARTICULARS IN TERMS OF SECTION 212 OF THE COMPANIES ACT

As per section 212 of the Companies Act, 1956, the Company is required to attach the Report of Board of Directors and Auditors, Balance Sheet and Statement of Profit and Loss (financial statements) of its subsidiaries. In view of the general exemption granted by the Ministry of Corporate Affairs, Central Government vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 the said reports and financial statements of the subsidiaries are not attached. However, the financial data of the subsidiaries have been furnished under ''Details of Subsidiaries'' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended March 31, 2013, together with reports of Auditors thereon and the statement pursuant to Section 212 of the Companies Act, 19,56, are attached. The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Directors & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and form part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Paresh Pathak, Director of the Company will retire by rotation at the forthcoming 21 Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. BaldevBoolani who retires by rotation being eligible, not offering himself for reappointment.

Further Mr. Gaurav Bhatia and Mr. Gautam Berry, Directors have resigned w.e.f. May 14,2012, Mr. Vijay Bhatia has resigned w.e.f. September 4, 2012 and Mr. Hiren Kothari has resigned w.e.f. October 31, 2012. Mr. Rasik Chaturvedi has resigned w.e.f. December 10,2012.The Board places on record its appreciation for the valuable services rendered by all the directors duringtheirtenure.

Further Mr. Rajesh Panamburkar appointed as an additional Director of the company on January 7, 2013 has now been regularized as a Director of the company in ensuing Annual General Meeting.

AUDITORS

M/s Koshal and Associates, Chartered Accountants, Mumbai, retire as auditors and have given their consent for re- appointment. The Shareholders are requested to elect auditors for the current year and to authorize your Directors to fix their remuneration as per item No.4 of the Notice. As required under the provisions of Section 224(1B) of the Companies Act, 1956, your Company has obtained written confirmation from the above auditors proposed to be re-appointed that the re-appointment, if made, would be in conformity with in the limits specified in the said section.

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

The information as prescribed under Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 is as follows:

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT -

Your Company develops software to provide efficient Business Process Outsourcing services to its customers. The systems team of your Company does continuous research and development for upgradation of the software, in order to provide better services to its clientele. Your Company also develops software products to process the data required for providing services to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings of your Company during the year under review amounted to Rs. 3/943.07 Lacs. The foreign exchange outflow during the year was Rs. 3,214.08 Lacs

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. At the end of March, 2013, your Company had approx 2037 employees. *

However, none of the employees throughout the financial year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 (''Act''), read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation extended by the banks and Government agencies giving support to your company. Your Directors also thank all the shareholders for theircontinued support and all the employees and vendors of your company for their valuable services during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai

Date : September 3,2013 CHETAN KOTHARI

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

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

Financial results (Rs. In Lacs)

particulars Consolidated Standalone 2010 2009 2010 2009

Total Income from Operations9020.69 8526.28 5472.07 4536.84 Profit before Interest,

Depreciation and Taxes 3067.63 2730.79 2772.06 2431.87

Interest 941.59 615.60 789.37 518.84

Depreciation 480.14 531.21 368.28 319.28

Profit before Taxation 1645.90 1583.98 1614.41 1593.75

Provisions for Taxes 21.83 (21.42) 25.50 (23.57)

Exceptional Items 154.25 188.43 154.25 188.86

Prior Period Items - 2.66 - 0.43

Profit after Taxes 1469.82 1414.31 1434.66 1428.46

Balance brought forward 4213.51 2935.85 4163.96 2872.15

Appropriations 263.98 136.65 263.98 136.65 Reserves carried to Balance

Sheet 5419.35 4213.51 5434.64 4163.96

Earnings per share 2.52 2.43 2.46 2.45

operatIonaL performance

The consolidated income from operations increased to Rs.9020.60 Lacs from Rs.8526.28 Lacs a growth of 5.80% over the previous financial year. The consolidated profit after tax has increased to Rs 1469.83 Lacs from Rs.1414.33 Lacs over the previous financial year.

The standalone total income increased from Rs.4536.84 Lacs to Rs.5472.07 Lacs , a growth of 21% over the previous financial year. The standalone profit after tax has increased from 1428.46 Lacs to Rs.1434.66 Lacs over the previous financial year. The stagnation in net profit despite increase in total income during the year as compared to the previous year is attributable to the exceptional loss of Rs.596.74 Lacs on account of foreign currency exchange rate fluctuations and increase in the interest expenses.

The financial year was a year of consolidation of the acquisitions made during the previous year and the Company was able to maintain the growth momentum despite dismal export market scenario and increasing financial cost.

Your Company is providing services for the back office work to overseas customers in different verticals such as Healthcare, Litigation Support, Title Insurance, Indexing, E-Publishing and Software Development. Considering the market potential for the existing services which your

Company is providing, your Company is in the process of augmenting resources for long term growth, both in operations and marketing. Your Company is also providing services for prestigious set of clients in the government and public enterprises in sectors such as Finance and Banking, IT & Software, Legal, Title Insurance, General Insurance, Pharmaceutical and Logistics.

Your Companys and its subsidiaries infrastructure consists of about 1,00,000 sq. ft. spread across 8 locations in India and USA.

Dividend

The Directors have recommended a dividend @ 12% (i.e. Rs.0.24/-) per equity share of face value of Rs.2/- each on paid up equity share capital of the Company for the financial year 2009-10 The dividend on Equity Shares, if approved by the shareholders at the 18h Annual General Meeting, would amount to Rs. 163.98 Lacs (including dividend tax of Rs. 23.82 Lacs) and will be paid to those members whose names appear on the Register of Members of the Company as on 30th September, 2010.

Employees Stock option Scheme

The Company has not granted any options to subscribe to the equity shares of the Company to any of the employees of the Company under “TIL Employee Stock Option Scheme-2004” (TIL ESOS). There were no outstanding options to be exercised during the year pursuant to the previous Stock Options Scheme of the Company.

Fiesed Deposits

Total amount of deposits outstanding as on March 31, 2010 was Rs. 95 Lacs. There were no unclaimed deposits as on March 31, 2010.

Directors responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

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

b. That appropriate accounting policies have been selected and applied consistently, and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at the end of the financial year and of the profit of your Company for the said period;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared on a going concern basis.

SUBSIDISARY Companies

As on 31st March, 2010, the Company has the following subsidiaries:

Domestic subsidiaries Tricom Infotech Solutions Limited, foreign subsidiaries

o Tricom Document Management, Inc., USA.

o Pacific Data Centers, Inc., USA.

o Tricom Infotech Solutions, Inc., USA.

o Tricom Infotech Solutions (Cyprus) Limited

o Tricom Data Services Inc.; USA.

o Tricom Litigation Coding Services, Inc. USA,

o Tricom Software Services Inc.USA.

o Tricom Data Discovery Services, Inc.USA.

particulars In terms of SectIon 212 of tHe Companies act

In terms of the approval received from the Central Government vide their letter dated 25th August, 2010 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under ‘Details of Subsidiaries’ forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended March 31, 2010, together with reports of Auditors thereon and the statement pursuant to Section 212 of the Companies Act, 1956, are attached. The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered/head office of the Company and that of the subsidiary concerned.

Corporate Governance and management discussion and analisis report

Reports on Corporate Governance and Management Discussion and Analysis, Managing Directors & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and form part of this Annual Report.

DIrectors

The Board has approved the appointment of Mr. Chetan Kothari as Managing Director of the Company subject to shareholders approval with effect from 4th December, 2009.

Mr. Rasik Chaturvedi, was appointed as Additional Director of the Company w.e.f 30th January, 2010. Mr. Chaturvedi will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Members proposing the candidature of Mr. Chaturvedi for being appointed a Director of the Company.

Further, Mr. Shailesh Bathiya, Director has resigned w.e.f. 29th May, 2010. The Board places on record its appreciation for the valuable services rendered by Mr. Shailesh Bathiya during his tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hiren Kothari, Mr.Jayant Tanksale & Mr. Baldev Boolani, Directors of the Company will retire by rotation at the forthcoming 18th Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. J. L. Bhatt & Co., Chartered Accountants, Mumbai, retire as auditors and have given their consent for re- appointment. The shareholders are requested to elect auditors for the current year and to authorize your Directors to fix their remuneration as per item No. 04 of the Notice. As required under the provisions of Section 224 (1B) of the Companies Act, 1956, your Company has obtained written confirmation from the above auditors proposed to be re- appointed that the re-appointment, if made, would be in conformity with in the limits specified in the said Section.

Conservation of energy, research & Development, technology absorption, foreiGn exchange earnings & outgo The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 is as follows:

a. Conservation of energy

The operations of your Company are not energy- intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage , as far as possible.

B. technology absorption and research & Development

Your Company develops software to provide efficient Business Process Outsourcing services to its customers. The systems team of your Company does continuous research and development for upgradation of the software, in order to provide better services to its clientele. Your Company also develops software products to process the data required for providing services to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. foreign exchange earnings and outgo

The foreign exchange earnings of your Company during the year under review amounted to Rs. 5472.07 Lacs. The foreign exchange outflow during the year was Rs.1015.26 Lacs.

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. At the end of March, 2010, your Company had 1591 employees as against 2264 as at end of March, 2009.

The information as per Section 217(2A) of the Companies Act, 1956 ("Act"), read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of your Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company at the Registered Office.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation extended by the banks and Government agencies giving support to your company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your company for their valuable services during the year.

For and on behalf of the Board,

PLACE: MUMBAI B.L.BooLanI

DATE : 25th August, 2010 CHAIRMAN