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Directors Report of Trigyn Technologies Ltd.

Mar 31, 2016

To the members,

The directors submit Thirtieth annual report of Trigyn Technologies Limited (the “Company” or “TTL”) along with the audited financial statements for the financial year ended March 31, 2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31, 2016 are given below:

(Rs.In lakhs)

Particular

STANDALONE

CONSOLIDATED

Year ended

Year ended

Year ended

Year ended

March-16

March-15

March-16

March-15

Total income

15,290.59

15,000.35

62,540.79

49,289.34

Operating expenses

15,083.06

15,275.32

56,299.20

45,656.91

Earnings before interest, tax, depreciation and Amortization (EBITDA)

207.53

(274.98)

6,241.59

3,632.43

Other Income

178.44

253.42

180.12

354.28

Interest and finance charges

35.98

31.09

121.33

69.60

Depreciation

46.82

60.35

53.76

64.25

Profit before Exceptional and Extra-ordinary item and before taxes

303.16

(113.00)

6,246.62

3,852.85

Exceptional Items

(37.00)

163.33

(37.00)

163.33

Extraordinary Items

-

-

-

-

Profit before Tax

266.17

50.34

6,209.63

4,016.19

Taxation

86.86

48.09

2,357.90

1,568.67

Net profit / (loss)

179.31

2.24

3,851.73

2,447.52

2. COMPANY’S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenue of Rs.15,290.59 Lakhs as compared to Rs.15,000.35 lakhs in the previous year. The net profit on standalone basis stood at Rs. 179.31 lakhs as compared to Rs. 2.24 lakhs in the previous year.

During the year under review on a consolidated basis your company achieved Total Revenue of Rs.62,540.79 Lakhs as compared to Rs.49,289.34 lakhs in the previous year. The net profit on consolidated basis stood at Rs.3,851.73 lakhs as compared to Rs.2,447.52 lakhs in the previous year.

For the year ended March 31, 2016 on standalone basis EPS stood at Rs.0.6089/- and on Consolidated basis EPS stood at Rs.13.08/-.

3. DIVIDEND

In view of the accumulated losses, the Companies Act, 2013 doesn’t permit recommendation of any dividend till such accumulated losses are written off.

4. CAPITAL REDUCTION

Under Section 52 of the Companies Act, 2013, the balance in the Securities Premium Account can only be utilized for purpose specified therein and any utilization of Securities Premium Account for other purpose would be construed as reduction in capital and provision of Sections 100 to 104 of the Companies Act, 1956 will be applicable.

Hence, the Board of Directors believe that in order to present fair financial position of the Company and after an analysis of the various options available to the Company, the Board of Directors felt that it would be prudent to utilize the balance lying in the Securities Premium Account of the Company to the extent of writing off the Accumulated Losses of the Company which is the most practical and economically efficient option available to the Company in the present scenario. A Special resolution for the approval of members of the Company for approving the Scheme of Capital Reduction is proposed in the Notice for the 30th Annual General Meeting of the Company

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.

6. HUMAN RESOURCE MANAGEMENT

In its efforts to create better work environment, provide performance oriented growth opportunities and motivating and retaining the right talent, various employee engagement initiatives were carried out by the Company during the year. Some of the initiatives included monthly PoB (Pat on the Back) awards, Spot Peer Appreciation Awards along with Service Anniversaries and Stock Options.

Trigyn deploys its intellectual capability across the globe to create and deliver IT solutions that make a positive business impact for its customers. The key resource to make this happen is the talent within the organization. At Trigyn, we believe in nurturing our employees and hence undertake HR programs that focus on all aspects of the lifecycle of an employee which helps us attract and retain our best talent. The company continues to grow its global scale and footprint with a diverse talent base of employees, deployed across the globe. Efficient systems, processes and continuous investments in technology helps the company manage this complexity of a large, distributed and diverse workforce.

Amongst other initiatives, implementation of Rewards & Recognition Program and further improving the HRMS are some of the plans for the next year.

Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2015-16, the Company has received no complaints on sexual harassment.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors

Ratio to median Remuneration

Dr. Raja Mohan Rao

-

Mr.V.V.Prasad

0.90

Mr. Vivek Khare

0.90

Dr. B.R. Patil

0.85

Mr. A. R. Ansari

0.85

Mr. Mohan Narayanan

0.35

Executive directors

Mr. Ganapathi Ramachandran

64.93

Ms. Bhavana Rao

34.08

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors*, Chief Executive Officer, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Mr. R. Ganapathi

2

Ms. P. Bhavana Rao

153

Dr. B. R. Patil

-

Chi. V. V. Prasad

-

Mr. Vivek Khare

-

Mr. A. R. Ansari

-

Mr. Amin Bhojani

20

Mr. Parthasarathy Iyengar

9

The above percentage increase in the remuneration including ESOP exercises.

* The Sitting Fees for the Directors was increased to Rs. 20,000 per Board or Committee Meeting in the Board Meeting held on February 3, 2016. Earlier it was Rs.10,000 for Board / Audit Committee Meeting and Rs.5,000 for any other Committee Meeting.

c. The percentage increase in the median remuneration of employees in the financial year : 9.73%

d. The number of permanent employees on the rolls of Company: 607

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 11.76 %. However, during the course of the year, the total increase is approximately 11.82 %, after accounting for promotions and increase in hiring salaries for trainees. Increase in the managerial remuneration for the year was 78%.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company as none of the employees of the Company were drawing remuneration in excess of the limits specified.

7. QUALITY INITIATIVES:

Sustained commitment to highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

Trigyn has adopted and achieved the following international standards for process definition and improvement

- ISO 9001-2008

- CMMI - DEV Version 1.3 - Level 3

The Company has a strong mechanism for taking feedback from the Customers through satisfaction surveys. The feedback is analyzed across multiple dimensions to drive improvement in Customer experience.

8. STATE OF COMPANY’S AFFAIRS Strategy

During the year, we continued to work on our vision and strengthened focus on our core competence area of IT services. We also introduced a number of strategies for the overall growth and productivity of the Company. The following are some of the broad areas covered by these initiatives:

Cost optimization

A series of measures have been initiated to yield high level of cost optimization. This includes increasing offshore effort ratio, deploying people in right jobs and eliminating unnecessary costs.

Enhancing sales productivity

There is a considerable focus on the sales team for the purpose of acquiring large and profitable project. A new sales team is in place to bring more revenue yielding opportunities.

Delivery

The Delivery team has been strengthened further and it has started showing immediate results in the form of positive feedback from customers.

9. SUBSIDIARY COMPANIES

The Company has 3 subsidiaries as on March 31, 2016. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, as amended from time to time, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The names of companies which became Company’s subsidiary / joint venture / associate company during the financial year 2015-16 are as under:

1. Trigyn Digital Inc. (Canada) (step-down subsidiary). It is a subsidiary of Trigyn Technologies Inc. which is a wholly-owned subsidiary of Trigyn Technologies Limited.Trigyn Digital Inc. was incorporated on January 27, 2015 and was wound up on April 14, 2016.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (the “Act”), Chi. V. V. Prasad, Mr. Vivek Khare, Dr. B. R .Patil, Mr. A. R. Ansari and Mr. Mohan Narayanan were appointed as Independent Directors at the Annual General Meeting of the Company held on September 26, 2014. They have submitted the declaration that each of them meets the criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which affect their status as independent director during the year.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mr. R. Ganapathi, retires by rotation and being eligible has offered himself for re-appointment.

During the year, the non-executive directors of the Company had following pecuniary relationship or transactions with the Company.

Names

Sitting fees (Rs.)

Reimbursement of expenses incurred for attending the Meetings of the Company (Rs.)

Any other transaction (Rs.)

Mr. Ch. V.V. Prasad

90,000

2,815

NIL

Mr. Vivek Khare

90,000

337,596

NIL

Dr. B. R. Patil

85,000

239,055

NIL

Mr. A. R. Ansari

85,000

354,212

NIL

Mr. Mohan Narayanan

35,000

169,219

NIL

Dr. Raja Mohan Rao

Nil

277,694

2,282,929

*Sitting fees is Rs. 20,000 per meeting against Rs. 10,000 for Board or Audit committee and Rs. 5000 for any other meetings

Criteria of making payments to non-executive directors

Sitting fees is only paid to Independent and woman directors and no sitting fees is payable to any other nonexecutive or Executive Director for attending the meetings of the Company.

Any expenses incurred by the non-executive director for attending any meetings of the company or attending any business of the company is reimbursed by the company at actuals.

There are no shares or convertible instruments held by or issued to non-executive directors

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014 the appointments of Mr. R. Ganapathi, Chairman and Executive Director, Ms. P. Bhavana, Executive Director, Mr. Parthasarathy Iyengar, Company Secretary and Mr. Amin Bhojani, Chief Financial Officer as key managerial personnel of the Company were formalized.

Dr. Raja Mohan Rao, Non-Executive Director is the father of Ms. P. Bhavana Rao, Executive Director of the Company.

12. NUMBER OF MEETINGS OF BOARD

The Company’s Board of Directors met four times during the year 2015-16 and the required information has been placed before the Board. The Board Meetings took place on May 25, 2015, August 7, 2015, November 4, 2015 and February 3, 2016. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

13. COMMITTEES OF THE BOARD

Currently the Board has five committees, the Audit Committee, Nomination / Remuneration / Compensation Committee, Corporate Social Responsibility Committee, Stakeholders Relationship & Grievance Committee, and Risk Management Committee

A detailed note on the Board and its committee is provided under the Corporate Governance Report section in this Annual Report.

14. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination / Remuneration / Compensation Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

16. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Ford, Rhodes, Parks & Co. (now known as M/s Ford Rhodes Parks & Co. LLP), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twenty Eighth Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the Thirty First AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Secretarial Auditors

M/s Anmol Jha & Associates, Practicing Company Secretaries was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies act, 2013 and Rules there under.

19. AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT:

The auditors’ report and secretarial auditors’ report do not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

With respect to the observation by the Secretarial Auditor in the Secretarial Audit Report the management has the following explanation:

20. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

23. CORPORATE SOCIAL RESPONSIBILITY

Over the years, we have been striving to achieve a fine balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

24. EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

25. DISCLOSURE REQUIREMENTS

As per Para C of Schedule V of the SEBI Listing Regulations, corporate governance report with auditors’ certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL:http://www.trigyn.com/Investors/CodesandPolicies/FamiliarisationProgrammeforIndependentDirecectors. aspx).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: http:// www.trigyn.com/Investors/CodesandPolicies/PolicyonMaterialSubsidiaries.aspx).

Policy on dealing with related party transactions is available on the website of the Company (URL: http://www.trigyn. com/Investors/CodesandPolicies/RelatedPartyTransactionPolicy.aspx).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://www.trigyn.com/Investors/CodesandPolicies/WhistleBlowerPolicy.aspx).

26. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compared to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity.

a)

The steps taken or impact on conservation of energy

N.A.

b)

The steps taken by the company for utilizing alternate sources of energy

N.A.

c)

The capital investment on energy conservation equipments

N.A.

d)

Expenditure on R&D

N.A.

B. TECHNOLOGY ABSORPTION

The Company has not absorbed any new technology during the year under review.

a)

Efforts made towards technology absorption

N.A.

b)

Benefits derived like product improvement, cost reduction, product development or import substitution

N.A.

c)

Information regarding Imported Technology

N.A.

d)

Expenditure on Research and Development

Nil

C. FOREIGN EXCHANGE EARNING/OUTGO

The foreign exchange earnings of your Company during the year were Rs. 1,472,708,786/- (Previous year Rs.1,488,697,928/-), while the outgoings were Rs.1,113,484,857/-(Previous year Rs. 1,206,261,959/-).

i. EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) are set out in Annexure IV to this report.

The Company has obtained a certificate from auditors certifying that the said ESOP scheme have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the AGM for inspection by the members which is also attached to this report.

28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting shareholder’s expectations. As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors’ certificate thereon and Management Discussion and Analysis are attached and form part of this report. Several aspects of the Act, such as Whistle Blower Policy, Code of Conduct and Ethics, have been incorporated into our policies.

29. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the contributions made by employees at all level to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation for the support provided by the Customer, Vendors, Investors, Bankers, SEEPZ, regulatory and government authorities in India and abroad.

For and on behalf of the Board of Directors of

Trigyn Technologies Limited

R. Ganapathi

Chairman and Executive Director

Place: Mumbai

Date: August 31, 2016


Mar 31, 2015

The directors submit twenty ninth annual report of Trigyn Technologies Limited (the "Company" or "TTL") along with the audited financial statements for the financial year ended March 31, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31, 2015 are given below:

(Rs. In lakhs)

ITEM STANDALONE CONSOLIDATED

Year ended Year ended Year ended Year ended March-15 March-14 March-15 March-14 Income

Income from operations 15000.35 15837.14 49289.34 45170.83

Other Income 253.42 474.90 354.28 510.72

Total Revenue 15253.77 16312.04 49643.62 45681.55

Less: Expenditure

Operating and Other Expenses 15306.42 15288.66 45726.51 40955.42

Depreciation 60.35 70.48 64.25 78.09

Profit/Loss before extraordinary items and tax (113.00) 952.90 3852.86 4648.04

Add/(Less) : Exceptional Items 163.33 60.43 163.33 60.43

Add: Extraordinary Items 0.00 5106.70 0.00 5106.71

Profit before Tax 50.33 6120.03 4016.19 9815.18

Tax Expenses 48.09 372.90 1568.66 1741.20

Net Profit 2.24 5747.13 2447.53 8073.98

2. COMPANY'S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenue of Rs. 15,253.77 as compared to Rs. 16,312.04 lakhs in the previous year. The net Profit on standalone basis stood at Rs. 2.24 lakhs as compared to Rs. 5,747.14 lakhs in the previous year. This was mainly due to exceptional items in the previous year.

For the year ended March 31, 2015 on standalone basis EPS stood at Rs. 0.00763/- and on Consolidated basis EPS stood at Rs. 8.33/-.

Your Company foresees a better outlook.

3. DIVIDEND

The Board of Directors of your Company is constrained to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs14,685,368 to the general reserve.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.

6. HUMAN RESOURCE MANAGEMENT

To ensure good human resource management at Trigyn, we focus in all aspects of the employee lifecycle. This provides a holistic experience for the employees as well. During their tenure at the company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channel to ensure that the feedback reach the relevant teams, including the leadership.

The Company continues to grow its global scale and footprint with a diverse talent base of 771 employees representing 18 nationalities, deployed across the globe. Efficient systems, processes and continuous investments in technology helps the Company manage this complexity of a large, distributed and diverse workforce

Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors Ratio to median remuneration

Dr. Raja Mohan Rao -

Dr. B. R. Patil 0.69

Chi .V. V. Prasad 1.04

Mr. Vivek Khare 1.04

Mr. A. R. Ansari 0.69

Mr. Mohan Narayanan 0.59

Executive directors

Mr. R. Ganapathi 69.79

Ms. P. Bhavana Rao 14.78

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer % increase in remuneration in the and Company Secretary financial year

Mr. R. Ganapathi -

Ms. P. Bhavana Rao -

Dr. Raja Mohan Rao -

Dr. B.R.Patil -

Chi .V.V.Prasad -

Mr. Vivek Khare -

Mr.A.R.Ansari -

Mr. Amin Bhojani 10.19

Mr. Parthasarathy Iyengar 21

c. The percentage increase in the median remuneration of employees in the financial year : 12.9%

d. The number of permanent employees on the rolls of Company: 771

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of approx. 9.7% in India. The individual increments varied from 2% to 41%, based on individual performance.

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 (Rs.Lacs) INR 119.47

Revenue (Rs.Lacs) 15000.00

Remuneration of KMPs (as % of revenue) 0.80

Profit before Tax (PBT) (Rs.Lacs) 50.00

Remuneration of KMP (as % of PBT) 238.95

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalization (Rs. In Crores) 103.56 82.24 25.92%

Price Earnings Ratio 3520 1.43 2,46,053.85%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 Date of IPO (IPO) % Change

Market Price (BSE) 35.20 March 16, 1995 Rs. 50 (29.6)

Market Price (ASE) Delisted January 1995 Rs. 50 -

Market Price (NSE) 35.85 April 9, 1998* (*Date of Listing) - Rs 534.90 ( Closing price on the date of listing)

BSE – Bombay Stock Exchange Limited

ASE – The Ahmedabad Stock Exchange Limited

NSE – National Stock Exchange of India Limited

The Company made its maiden public issue in January 1995 and got its Equity Shares listed at the Stock Exchange, Mumbai (BSE) (now known as Bombay Stock Exchange Limited) and The Ahmedabad Stock Exchange (ASE) (non known as The Ahmedabad Stock Exchange Limited). The Equity Shares were admitted for trading at NSE on March 24, 1998.

During January 1995 the company issued to the public through a prospectus. 8,22,334 No. of equity shares of Rs. 10 each at a premium of Rs. 40 per share.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 9.7% after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 8.6%.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. R. Ganapathi Ms. P. Bhavana Rao Mr. Amin Bhojani - Mr. Parthasarathy Iyengar - Executive Director - Executive Director Chief Financial Officer - Company Secretary

Remuneration in FY15 63.61 13.47 24.24 18.15 (Rs. lacs)

Revenue (Rs. Lacs) 15000.00

Remuneration as % of 0.42 0.09 0.16 0.12

Revenue

Profit before Tax (PBT) 50.00 (Rs. Lacs)

Remuneration 127.22 26.94 48.49 36.30

(as % of PBT)

k. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employees drew remuneration in excess of the highest paid director during the year

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company as none of the employees of the Company were drawing remuneration in excess of the limits specified.

7. QUALITY INITIATIVES:

Sustained commitment to highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

Trigyn has adopted and achieved the following international standards for process definition and improvement

- ISO 9001-2008

- CMMI - DEV Version 1.3 - Level 3

8. STATE OF COMPANY'S AFFAIRS

Strategy

During the year, we continued to work on our vision and strengthened focus on our core competence area of IT services. We also introduced a number of strategies for the overall growth and productivity of the Company. The following are some of the broad areas covered by these initiatives:

Cost optimization

A series of measures have been initiated to yield high level of cost optimization. This includes increasing offshore effort ratio, deploying people in right jobs and eliminating unnecessary costs.

Enhancing sales productivity

There is a considerable focus on the sales team for the purpose of acquiring large and Profitable project. A new sales team is in place to bring more revenue yielding opportunities.

Delivery

The Delivery team has been strengthened further and it has started showing immediate results in the form of positive feedback from customers.

9. SUBSIDIARY COMPANIES

The Company has 3 subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The names of companies which became Company' subsidiary / joint venture / associate company during the financial year 2014-15 are as under:

- Trigyn Digital Inc. (Canada) (step-down subsidiary. It is a subsidiary of Trigyn Technologies Inc. which is a wholly-owned subsidiary of Trigyn Technologies Limited).

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confrm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (the "Act"), which came into effect from April 1, 2014, Chi. V. V. Prasad, Mr. Vivek Khare, Dr. B. R .Patil, Mr. A. R. Ansari and Mr. Mohan Narayanan were appointed as Independent Directors at the Annual General Meeting of the Company held on September 26, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted the declaration that each of them meets the criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which affect their status as independent director during the year.

In accordance with the requirements of the Act and the Articles of Association of the Company, Ms. P. Bhavana Rao, retires by rotation and being eligible has offered herself for re-appointment.

During the year, the non-executive directors of the Company had following pecuniary relationship or transactions with the Company.

Names Sitting fees (Rs.) Reimbursement of Any other transaction expenses incurred for (Rs.) attending the Meetings of the Company (Rs.)

Mr. Ch. V.V. Prasad 95,000 NIL NIL

Mr. Vivek Khare 95,000 2,07,810 NIL

Dr. B. R. Patil 65,000 2,12,092 NIL

Mr. A. R. Ansari 65,000 3,11,244 NIL

Mr. Mohan Narayanan 55,000 1,52,724 NIL

Dr. Raja Mohan Rao Nil 2,77,694 31,20,662

Criteria of making payments to non-executive directors

Sitting fees is only paid to Independent and woman directors and no sitting fees is payable to any other non- executive or Executive Director for attending the meetings of the Company.

Any expenses incurred by the non-executive director for attending any meetings of the company or attending any business of the company is reimbursed by the company at actual.

There are no shares or convertible instruments held by or issue to non-executive directors.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014 the appointments of Mr. R. Ganapathi, Chairman and Executive Director, Ms. P. Bhavana, Executive Director, Mr. Parthasarathy Iyengar, Company Secretary and Mr. Amin Bhojani, Chief Financial Officer as key managerial personnel of the Company were formalized.

Dr. Raja Mohan Rao, Non-Executive Director is the father of Ms. P. Bhavana Rao, Executive Director of the Company.

12. NUMBER OF MEETINGS OF BOARD

The Company's Board of Directors met four times during the year 2014-15 and the required information has been placed before the Board. The Board Meetings took place on May 23, 2014, August 8, 2014, November 7, 2014 and February 13, 2015. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

13. COMMITTEES OF THE BOARD

Currently the Board has five committees, the Audit Committee, Nomination / Remuneration / Compensation Committee, Corporate Social Responsibility Committee, Stakeholders Relationship & Grievance Committee, and Risk Management Committee A detailed note on the Board and its committee is provided under the Corporate Governance Report section in this Annual Report

14. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the Nomination / Remuneration / Compensation Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

16. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twenty Eighth Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the Thirty First AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Secretarial Auditors

M/s Anmol Jha & Associates, Practicing Company Secretaries was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies act, 2013 and Rules thereunder.

19. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

With respect to the observation by the Secretarial Auditor in the Secretarial Audit Report the management has the following explanation:

Trigyn Technologies Limited had incorporated some companies in the past at overseas locations with a view to expand business. However, over a period of time some of these entities were in-operative and no longer a part of the overall business strategy of the Company. However, in the meanwhile the promoters of the Company changed and these non-operative overseas entities didn't get due attention. The present promoters and management of the Company is working towards fulfilling the necessary compliance backlog in this regard and hence has applied for the administrative approval from RBI and will file for compounding as per prevailing FEMA regulations.

20. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. TRANSACTIONS WITH RELATED PARTY

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

23. CORPORATE SOCIAL RESPONSIBILITY

Over the years, we have been striving to achieve a fne balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

24. EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

25. DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.trigyn.com).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.trigyn.com)

Policy on dealing with related party transactions is available on the website of the Company (URL: www.trigyn. com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.trigyn.com).

26. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compare to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity.

a) The steps taken or impact on conservation of energy N.A.

b) The steps taken by the company for utilizing alternate sources of energy N.A.

c) The capital investment on energy conservation equipments N.A.

d) Expenditure on R&D N.A.

B. TECHNOLOGY ABSORPTION

The Company has not absorbed any new technology during the year under review.

a) Efforts made towards technology absorption N.A.

b) Benefits derived like product improvement, cost reduction, product development or import N.A. substitution

c) Information regarding Imported Technology N.A.

d) Expenditure on Research and Development Nil

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs 1,488,697,928/- (Previous year Rs. 1,578,241,459/-) ,while the outgoings were Rs. 1,206,261,959/- (Previous year Rs. 1,206,343,728/-).

28. EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) are set out in Annexure IV to this report.

The Company has obtained a certificate from auditors certifying that the said ESOP scheme have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the AGM for inspection by the members which is also attached to this report.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting shareholder's expectations. As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors' certificate thereon and Management Discussion and Analysis are attached and form part of this report. Several aspects of the Act, such as Whistle Blower Policy, Code of Conduct and Ethics, have been incorporated into our policies.

30. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by employee at all level to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation for the support provided by the Company's Bankers, Customers, Vendors, SEEPZ, regulatory and government authorities in India and abroad.

For and on behalf of the Board of Directors of Trigyn Technologies Limited

R. Ganapathi Chairman and Executive Director

Place: Mumbai Date : August 7, 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Financial Results (Standalone) for the period ended March 31, 2014 are given below:

(Rs. In lakhs)

UN-CONSOLIDATED I CONSOLIDATED

ITEM Year ended Year ended Year ended Year ended March 31,2014 March 31,2013 March 31,2014 March 31,2013

Income

Income from operations 15,837.14 3,929.05 45,170.83 34,842.45

Other Income 474.90 283.57 510.72 288.50

Total Revenue 16312.04 4212.62 45681.54 35130.94

Less: Expenditure

Operating and Other Expenses 15288.66 3552.55 40955.43 32660.53

Depreciation 70.48 77.40 78.09 81.80

Profit before Tax 952.91 582.67 4648.03 2388.62

Tax Expenses 372.90 146.64 1741.21 823.25

Profit / (Loss) after Tax 580.00 436.03 2906.83 1565.37

Add/Less : Exceptional Items 60.43 0.00 60.43 0.00

Add: Extraordinary Items 5106.70 0.00 5106.70 0.00

Net Profit 5747.141 436.031 8073.961 1565.37

REVIEW OF OPERATIONS

During the year under review on a consolidated basis your company achieved revenue of Rs. 45,170.83 lakhs a growth of 29.78% in revenue as compared to the previous year, while on standalone basis it grew by 306.86%. Your Company posted a net profit of Rs. 5747.14 lakhs on a standalone basis and Rs. 8073.96 lakhs on a consolidated basis.

For the year ended March 31, 2014 on consolidated basis EPS stood at Rs. 27.49/-.

Your Company has improved its'' performance over previous year and foresees a better outlook.

TRANSFER TO RESERVES & DIVIDEND Please see Addendum I to the report.

FIXED DEPOSITS

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

BUSINESS

Strategy

During the year, we continued to work on our vision and strengthened focus on our core competence area of IT services. We also introduced a number of strategies for the overall growth and productivity of the Company. The following are some of the broad areas covered by these initiatives:

Cost optimization

A series of measures have been initiated to yield high level of cost optimization. This includes increasing offshore effort ratio, deploying people in right jobs and eliminating unnecessary costs.

Enhancing sales productivity

There is a considerable focus on the sales team for the purpose of acquiring large and profitable project. A new sales team is in place to bring more revenue yielding opportunities.

Delivery

The Delivery team has been strengthened further and it has started showing immediate results in the form of positive feedback from customers.

Awards

During the Year under review the Company won MTM Corporate Star Awards 2014 under the category for "Best Training Programme for Employee/Associates" for well-planned travel process.

The award criteria includes the planning, the effectiveness, the knowledge and efficiency with which travel activities are organised by corporate companies.

These premium awards are presented by MICE Travel Mart, India''s leading MICE Mart organised by Optimice Events Pvt Ltd. The awards recognise Corporate excellence in the field of Meetings, Incentives, Training and Business Travel. The awards are decided by a Jury comprising renowned personalities from the travel and incentive sector as well as eminent personalities from the judiciary and civil services.

QUALITY INITIATIVES:

Sustained commitment to highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

The Company was assessed for Development Divisions covering Software Development and Maintenance Projects at the maturity Level 3 for CMMI-DEV® (Development) version 1.3.

The Company successfully achieved the annual ISO certification for ISO 9001:2008 (Quality Management) and is in the process for implementing Security Management Standard ISO 27001:2013.

SUBSIDIARY COMPANIES

Exemption from attaching the Balance Sheets, etc. of the Subsidiary Companies with the Balance Sheet of the Company

As per Section 212 of the Companies Act, 1956 we are required to attach the Balance Sheet, Statement of Profit and Loss, and other documents of our Subsidiaries. The Ministry of Corporate Affairs ("MCA") has vide its circular no. 02/2011 dated 8th February, 2011, granted a general exemption under Section 212(8) of the Companies Act from attaching copies of the Balance Sheet, Profit and Loss Accounts, Directors'' Report and Auditors'' Report of its subsidiary companies with the Balance Sheet of the Company, subject to fulfillment of certain conditions. In terms of the said circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. The Company has presented Consolidated Financial Statements comprising Trigyn Technologies Limited and its subsidiaries duly audited by the Statutory Auditors of the Company. The Consolidated Financial Statements prepared by the Company are in compliance with the Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement with the Stock Exchanges. The Annual Accounts and related documents of all the Subsidiary Companies shall be made available for inspection to the shareholders of the Company and its subsidiaries at the Registered Office of the Company from Monday to Friday during the working hours. The Company will also make available physical copies of such documents upon request by any Member of the Company or its subsidiaries interested in obtaining the same and the same would also be made available on the website of the Company. A statement under Section 212 (8) is annexed to this report as Annexure II.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended on March 31, 2014 and doesn''t have any outstanding public deposits.

DIRECTORS

During the year Dr. C. Rao Kasarabada, Mr. C. V. Rao, Mr. Vivek Kulkarni and Mr. Maulik Shah resigned with effect from November 1, 2013, February 6, 2014, July 30, 2013 and July 26, 2013 respectively owing to personal commitments. Mr. A. R. Ansari and Mr. Mohan Narayanan joined the Company as Independent Directors with effect from July 27, 2013. The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Vivek Khare, Mr. Mohan Narayanan, Dr. B. R. Patil, Mr. Chi. V. V. Prasad and Mr. A. R. Ansari as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and the Articles of Association of the Company, Dr. Rajamohan Rao,Director, retires by rotation and being eligible has offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Statement of Accounts for the Financial Year 2013-2014, your Directors state and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year, and of the profit of the Company for the financial year;

3. your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

4. your directors have prepared the annual accounts on a "going concern" basis;

QUALITY INITIATIVES:

Sustained commitment to highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

The Company was assessed for Development Divisions covering Software Development and Maintenance Projects at the maturity Level 3 for CMMI-DEV? (Development)version 1.3. The Company successfully achieved the annual ISO certification for ISO 9001:2008 (Quality Management) and is in the process for implementing Security Management Standard ISO 27001:2013.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) are set out in Annexure I to this report.

The Company has obtained a certificate from auditors certifying that the said ESOP scheme have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the AGM for inspection by the members which is also attached to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report. AUDITORS

a) Auditors Report:

The Auditors Report form part of the Annual Report and your Directors are pleased to inform that there are no qualifications in the Auditors Report for the year ended March 31, 2014.

b) Appointment of Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, who are the statutory auditors of the Company,hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appointM/s. Ford, Rhodes, Parks & Co.as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 31st AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

EMPLOYEES:

None of the employees of the Company were drawing remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956 and the Rules made there under.

WHISTLE BLOWER POLICY:

The Company has in terms of Clause 49 of the Listing Agreement and Section 177(9) of the Companies Act, 2013 established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violiation of Company''s code of conduct or ethics policy.

The policy can be viewed at: http://www.trigyn.com/AboutTrigyn/WhistleBlowerPolicy.aspx.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compare to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity.

RESEARCH & DEVELOPMENT

a) Specific areas in which R&D carried out by the Company N.A.

b) Benefits derived as a result of the above R&D N.A.

c) Future plan of action N.A.

d) Expenditure on R&D N.A.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has not absorbed any new technology during the year under review.

The statement pursuant to Sec 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Reports of Board of Directors) Rules, 1988 is hereunder:

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefits derived as a result of the above efforts N.A.

c) Information regarding Imported Technology N.A.

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs. 1,578,241,459/- (Previous year Rs. 387,247,386/-) while the outgoings were Rs. 1,206,343,728/- (Previous year Rs 74,572,177/-) ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by employee at all level to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation for the support provided by the Company''s Bankers, Customers, Vendors, SEEPZ, regulatory and government authorities in India and abroad.

For and on behalf of the Board of Directors of Trigyn Technologies Limited

R. Ganapathi Chairman and Executive Director Place: Mumbai Date:May 23, 2014

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its Directors including Executive Directors, Nonexecutive Directors and Senior Management Officials, which is available on the Company''s web site.

I confirm that the Company has in respect of the financial year ended March 31, 2014, received from the Senior Management Officials of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Officials means personnel on the key management positions in the Company as on March 31, 2014.

For Trigyn Technologies Limited

R. Ganapathi Chairman and Executive Director

Mumbai Date: May 23, 2014


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS

Financial Results (Standalone) for the period ended March 31, 2013 are given below:

(Rs.In lakhs)

CONSOLIDATED CONSOLIDATED ITEM Year ended Year ended Year ended Year ended March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Income

Income from operations 3929.05 3008.46 34,842.45 27,393.56

Other Income 283.57 487.72 288.50 522.38

Total Revenue 4212.62 3496.18 35130.95 27915.95

Less: Expenditure

Operating and Other Expenses 3552.55 2733.14 32660.53 25854.54

Depreciation 77.40 93.72 81.80 100.00

Profit before Tax 582.67 669.32 2388.62 1961.40

Tax Expenses 146.64 147.77 823.25 482.76

Profit / (Loss) after Tax 436.03 521.55 1565.37 1478.65

Add : Exceptional Items 0.00 0.00 0.00 (404.86)

Net Profit 436.031 521.551 1565.371 1073.79

REVIEW OF OPERATIONS

During the year under review on a consolidated basis your company achieved revenue of Rs. 35,130.95 lakhs a growth of 25.8% in revenue as compared to the previous year, while on standalone basis it grew by 20.50%. Your Company posted a net profit of Rs. 436.03 lakhs on a standalone basis and Rs. 1,565.37 lakhs on a consolidated basis.

For the year ended March 31, 2013 on consolidated basis EPS stood at Rs. 5.33/-.

Your Company has improved its'' performance over previous year and foresees a better outlook.

TRANSFER TO RESERVES & DIVIDEND

In view of the carried forward losses the Board of Directors of your Company do not recommend any dividend for the year under review.

The Company has not made any transfer to the reserves during the year under review.

SUBSIDIARY COMPANIES

Exemption from attaching the Balance Sheets, etc. of the Subsidiary Companies with the Balance Sheet of the Company

The Ministry of Corporate Affairs ("MCA") has vide its circular no. 02/2011 dated 8th February, 2011, granted a general exemption under Section 212(8) of the Companies Act from attaching copies of the Balance Sheet, Profit and Loss Accounts, Directors'' Report and Auditors'' Report of its subsidiary companies with the Balance Sheet of the Company, subject to fulfillment of certain conditions. In terms of the said circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. The Company has presented Consolidated Financial Statements comprising Trigyn Technologies Limited and its subsidiaries duly audited by the Statutory Auditors of the Company. The Consolidated Financial Statements prepared by the Company are in compliance with the Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement with the Stock Exchanges. The Annual Accounts and related documents of all the Subsidiary Companies shall be made available for inspection to the shareholders of the Company and its subsidiaries at the Registered Office of the Company from Monday to Friday during the working hours. The Company will also make available physical copies of such documents upon request by any Member of the Company or its subsidiaries interested in obtaining the same and the same would also be made available on the website of the Company. A statement under Section 212 (8) is annexed to this report as Annexure II.

MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report as annexed hereto and form an integral part of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended on March 31, 2013 and doesn''t have any outstanding public deposits.

DIRECTORS

During the year Mr. Maulik Shah and Mr. Vivek Kulkarni resigned from directorship owing to personal commitments. Mr. A. R. Ansari and Mr. Mohan Narayanan were appointed as Additional Directors in the Board Meeting held on August 14, 2013.

The Company has received notice u/s 257 of the Companies Act, 1956 from a member proposing candidature of Mr. A. R. Ansari and Mr. Mohan Narayanan for the office of Independent Director.

Mr. R. Ganapathi was appointed as Chairman and Executive Director of the Company with effect from April 1, 2012 for a period of three years. His appointment was duly approved by the members vide special resolution in the 26th Annual General Meeting held on September 28, 2012. There is no change in his remuneration, however for better clarity his detailed break-up of salary and appointment is placed for approval of the members at the ensuing Annual General Meeting.

Ms. Bhavana Rao was appointed as Executive Director with effect from April 1, 2012 for a period of three years. Her appointment was duly approved by the remuneration committee and the board of directors of the Company. There is no change in her remuneration, however for better clarity her detailed break-up of salary and appointment is placed for approval of the members at the ensuing Annual General Meeting.

Dr. Raja Mohan Rao, Shri Chi V. V. Prasad and Dr. B. R. Patil, directors of the Company who retire by rotation under Article 124 of the Article of Association of the Company and pursuant to Sec 255 of the Companies Act, 1956, being eligible for re-appointment, offer themselves for re-appointment.

A brief profile of all the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Statement of Accounts for the Financial Year 2012-2013, your Directors state and confirm that:

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

2. your 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 of the Company for that year;

3. your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

4. your directors have prepared the annual accounts on a "going concern" basis:

EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance for the year 2012-13 is given separately in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

With a noble cause to help the deserving people in the society, during the year, your Company has donated Rs. 35,000/- to the charitable institutions engaged in the activity of medical Centre, upliftment of the down trodden and assisting the old age people.

The donation amount is within the limits prescribed under Section 293(1) (e) of the Companies Act, 1956.

AUDITORS

a) Auditors Report:

The Auditors Report form part of the Annual Report and your Directors are pleased to inform that there are no qualifications in the Auditors Report for the year ended March 31, 2013.

b) Appointment of Auditors

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have expressed their willingness to be re-appointed as Auditors of the Company and are qualified to be appointed under Section 224(1 B) of the Companies Act, 1956. It is therefore proposed to re- appoint M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as statutory auditors of the Company. A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

EMPLOYEES:

The details of employees whose Information is required to be given under the provisions of section 217 (2A) of the Companies Act, 1956 and the rules framed there under are set out in Annexure III to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compare to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity. RESEARCH & DEVELOPMENT

a) Specific areas in which R&D carried out by the Company N.A.

b) Benefits derived as a result of the above R&D N.A.

c) Future plan of action N.A.

d) Expenditure on R & D NA

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has not absorbed any new technology during the year under review. The statement pursuant to Sec 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Reports of Board of Directors) Rules, 1988 is hereunder:

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefits derived as a result of the above efforts N.A.

c) Information regarding Imported Technology N.A.

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs. 387,818,092/- (Previous year Rs. 285, 473,559/) while the outgoings were Rs. 74,572,177/- (Previous year Rs. 63,403,583/-).

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by employee at all level to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation for the support provided by the Company''s Bankers, Customers, Vendors, SEEPZ, regulatory and government authorities in India and abroad.

For Trigyn Technologies Limited

R. Ganapathi Chairman and

Executive Director Place: Mumbai

Date August 14,2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

Financial Results for the period ended March 31, 2012 are given below:

(Rs. In lakhs)

Item Year ended Year ended March 31, March 31, 2012 2011

Income

Income from operations 3008.45 2746.92

Other Income 487.72 184.11

Total Revenue 3496.17 2931.03

Expenditure

Operating and Other Expenses 2733.14 2297.29

Depreciation 93.72 89.73

Profit before Tax 669.31 544.00

Tax Expenses 147.77 0.00

Profit after Tax 521.54 544.00

Add : Exceptional Items 0.00 0.00

Net Profit 521.541 544.00

REVIEW OF OPERATIONS

During the year under review the income from operations was Rs. 3008.45 lakhs higher by about 9.52% against Rs. 2746.92 lakhs in previous year. Deducting there from the expenditure incurred and Rs. 93.72 lakhs for Depreciation, the Net Profit for the year stood at Rs. 521.54 lakhs.The net gain on foreign currency transactions and translations accounted for Rs. 357.82Lakhs. The expenditure on account of Taxation amounted to Rs. 147.77 Lakhs.

Your Company has improved performance in the current fiscal and foresees a better future outlook.

TRANSFER TO RESERVES & DIVIDEND

In view of the carried forward losses the Board of Directors of your Company do not recommend any dividend for the year under review.

The Company has not made any transfer to the reserves during the year under review.

SUBSIDIARY COMPANIES

Exemption from attaching the Balance Sheets, etc. of the Subsidiary Companies with the Balance Sheet of the Company

The Ministry of Corporate Affairs ("MCA") has vide its circular no. 02/2011 dated 8th February, 2011, granted a general exemption under Section 212(8) of the Companies Act from attaching copies of the Balance Sheet, Profit and Loss Accounts, Directors' Report and Auditors' Report of its subsidiary companies with the Balance Sheet of the Company, subject to fulfillment of certain conditions. In terms of the said circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. The Company has presented Consolidated Financial Statements comprising Trigyn Technologies Limited and its subsidiaries duly audited by the Statutory Auditors of the Company. The Consolidated Financial Statements prepared by the Company are in compliance with the Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement with the Stock Exchanges. The Annual Accounts and related documents of all the Subsidiary Companies shall be made available for inspection to the shareholders of the Company and its subsidiaries at the Registered Office of the Company from Monday to Friday during the working hours. The Company will also make available physical copies of such documents upon request by any Member of the Company or its subsidiaries interested in obtaining the same and the same would also be made available on the website of the Company. A statement under Section 212 (8) is annexed to this report as Annexure II.

MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report as annexed hereto and form an integral part of this report.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the years ended on March 31, 2012 and doesn't have any outstanding public deposits.

DIRECTORS

Mr. R. Ganapathi was appointed as Executive Directors of the Company with effect from April 1, 2012 for a period of Three years subject to the approval at the ensuing Annual General Meeting. Ms. P. Bhavana Rao was appointed as Executive Director for a period of three years with effect from April 1, 2012. Her remuneration being within the limits of Section 198 read with Sections 309, 310 and 269 and Schedule XIII part B the approval of Remuneration Committee and Board of Directors of the Company were duly accorded.

Mr. Maulik Shah, Mr. Vivek Khare and Mr. C.V. Rao directors of the Company who retire by rotation under Article 124 of the Article of Association of the Company, being eligible for re-appointment, offer themselves for re-appointment. A brief resume of the above mentioned Directors being appointed are attached to the Notice for the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Statement of Accounts for the Financial Year 2011-2012, your Directors state and confirm that:

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

2. your 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 of the Company for that year;

3. your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

4. your directors have prepared the annual accounts on a "going concern" basis;

EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance for the year 2011-12 is given separately in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

With a noble cause to help the deserving people in the society, during the year, your Company has donated Rs.560,000/- to the charitable institutions engaged in the activity of medical Centre, upliftment of the down trodden and assisting the old age people.

The donation amount is within the limits prescribed under Section 293(1) (e) of the Companies Act, 1956.

AUDITORS

a) Auditors Report:

The Auditors Report form part of the Annual Report and your Directors are pleased to inform that there are no qualifications in the Auditors Report for the year ended March 31, 2012.

b) Appointment of Auditors

M/s. Price Waterhouse, Chartered Accountants, the existing Auditors retire at the ensuing Annual General Meeting of your Company. They have expressed their unwillingness in writing to be re-appointed as Auditors of the Company. It is therefore proposed to appoint M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as statutory auditors of the Company. M/s. Ford, Rhodes, Parks & Co., Chartered Accountants has shown their willingness to be appointed as statutory auditors of your Company are qualified to be appointed under Section 224(1B) of the Companies Act, 1956. A resolution seeking your approval for the appointment of the said auditors has been included in the Notice convening the Annual General Meeting.

EMPLOYEES:

The Company has no employee whose Information is required to be given under the provisions of section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your company consumes electricity only for the operation of its computer and administration of its offices. Though the consumption of electricity is negligible as compare to the total turnover of the company, your company always endeavors to take effective steps to reduce the consumption of electricity.

RESEARCH & DEVELOPMENT

a) Specific areas in which R&D carried out by the Company N.A.

b) Benefits derived as a result of the above R&D N.A.

c) Future plan of action N.A.

d) Expenditure on R&D N.A.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has not absorbed any new technology during the year under review. The statement pursuant to Sec 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Reports of Board of Directors) Rules, 1988 is hereunder

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefits derived as a result of the above efforts N.A.

c) Information regarding Imported Technology N.A.

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs. 285,473,559/-(Previous year Rs. 272, 349,741/-) while the outgoings were Rs. 62,706,382/- (Previous year Rs.39, 360,422/-).

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by employee at all level to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation for the support provided by the Company's Bankers, Customers, Vendors, SEEPZ, regulatory and government authorities in India and abroad.

For Trigyn Technologies Limited

Sd/-

R. Ganapathi

Chairman and Executive Director Place: Mumbai

Date August 27, 2012


Mar 31, 2010

The Directors present the Twenty Fourth Annual Report and audited statement of accounts of Trigyn Technologies Limited for the year ended March 31, 2010.

FINANCIAL RESULTS:

(Rs. In Lakhs) Item Year ended Year ended

March 31, 2010 March 31, 2009

Income from operations 2528.13 2105.32

Other Income 177.89 354.41

Depreciation 79.86 55.17

Other Expenditure including Personnel costs 1946.61 1395.07

Profit before Tax 679.55 980.52

Fringe benefit tax 0.80 8.32

Profit after tax 678.75 971.94

Add : Exceptional Items 409.65 60.92

Net Profit 1088.40 1032.85

Add: Balance Brought Forward (61025.91) (62058.77)

Balance To Be Carried Forward (59937.52) (61025.91)

OPERATIONS :

During the year under review, the Company achieved a net turnover of Rs.2528.13 lakhs as against Rs.2105.32 lakhs in the previous year. Deducting there from the expenditure incurred and Rs.79.86 lakhs for Depreciation, the operations of your Company resulted in to a profit of Rs.678.75 lakhs. Adding thereto Rs.409.65 lakhs towards exceptional items, your company has earned net profit of Rs.1088.40 lakhs.

In terms of the SEBI (ICDR) Regulations, your Company issued and allotted 41,40,000 warrants to United Telecoms Limited (UTL), the Promoters, on preferential basis, eligible for conversion within 18 months from the date of allotment i.e. December 4, 2009, in to equal number of equity shares of Rs.10/- each at a premium of Rs.8.81 per share.

The first tranche of warrants was exercised by UTL by conversion of 13,15,000 warrants on March 31, 2010. The amount mobilized by preferential issue of shares was utilized for meeting working capital needs.

Your Directors are confident that in view of the aforesaid financial commitment by the Promoters, your Company will continue to be a debt free Company with an improved performance in the current fiscal and foresee a better future outlook.

CHANGES IN SHARE CAPITAL:

The Company has issued and allotted 2,03,250 equity shares to the employees under ESOP 2000 and 13,15,000 equity shares to UTL on conversion of warrants. Consequent to allotment of the equity shares, as stated above, the paid up share capital of your Company has increased to Rs.26,52,37,360/-.

DIVIDEND:

In view of carried forward losses, your Board of Directors do not recommend any dividend.

SUBSIDIARIES:

As required under section 212 of the Companies Act, 1956, the financial statements of the subsidiaries, other than the one having implications of liquidation, are enclosed alongwith the Annual Report. The appropriate provision for losses of these subsidiaries has been made by the Company, wherever required.

As a part of ongoing restructuring of Trigyn Group by closing the dormant subsidiaries, Applisoft Inc., USA and eCaptial Solutions (Mauritius) Ltd. were voluntary wound up as per the certificate issued by the respective regulatory authorities.

Particulars of loans /advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual report of the Company pursuant to clause 32 of the Listing Agreement and loans and advances in the nature of loans to subsidiaries are given in the statement of accounts forming part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report as annexed hereto and forms an integral part of this report.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits and as such, no principal or interest amount is outstanding as on the Balance Sheet date.

CERTIFICATIONS

Your Company has been accredited with CMMI VER 1.2 Level 3 certification, implying strong management practices and processes in place aiding in planning and execution of projects.

Your Company also has an accreditation from Microsoft Corporation as the "Microsoft Gold Certified Partner" in the area of Custom Development Solution and Data Management Solution, recognizing the highest level of technological excellence, market place impact and satisfaction of customers through Microsoft products and services".

Your Company has also entered into a Channel Partner Agreement with EMC Corporation, USA to provide services related to Content Management EMC Software. This Partnership will enable your Company to provide product implementation, customization, transition and building solution around the products for various verticals.

During the year your Company has successfully renewed and certified with ISO 9001:2008.

DIRECTORS:

Mr. Vivek Khare was appointed as Additional Director of the Company w.e.f. October 6, 2009 subject to the approval of the members at the ensuing Annual General meeting.

Mr. Richard Raja resigned from the Directorship of the Company w.e.f. October 6, 2009 and the Board places on record it’s appreciation for the contribution made by him during his tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. V. Rao, Dr. C. Rao Kasarabada and Mr. Vivek Kulkarni retires by rotation and being eligible offers themselves for the re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act 1956, the Directors confirm that :

i) The annual accounts have been prepared as per the applicable accounting standards, along with proper explanations relating to material departures.

ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit & loss account for the year ended March 31, 2009.

iii) 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 the Company and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP):

Details required to be provided under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure I to this Report. In the interest of the employees the ESOP 2000, has been extended up to May 6, 2020.

CORPORATE GOVERNANCE:

A Report on Corporate Governance for the year 2009-10 is given separately in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

With a noble cause to help the deserving people in the society, your Company has donated Rs.50,000/- to Dwarkamai Charitable Trust, Shirdi engaged in the activity of upliftment of the down trodden and assisting the old age people. The donation amount , is within the limits prescribed under Section 293(1)(e) of the Companies Act, 1956.

AUDITORS QUALIFICATIONS :

The Auditor’s remarks in the Auditor’s Report are self explanatory. The management is taking appropriate measures to rectify the same.

EXCEPTIONAL ITEMS

In consultation with the Auditors, provisions for doubtful debt no longer required of Rs. 5.32 crores and Rs. 1.23 crores towards provisions for doubtful loans was written back netting off to Rs. 4.09 crores for the year ended March 31, 2010.

AUDITORS:

M/s Price Waterhouse, Chartered Accountants, have confirmed their willingness and eligibility for their re-appointment as Statutory Auditors for the financial year 2010-11 subject to approval of members at the ensuing Annual General Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities that are being carried on by your Company, rule 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption, respectively, are not applicable to your company. Your company is, however, making all efforts for reducing energy consumption at office facilities by installing computer systems designed for low power consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings of your Company during the year were Rs.25,28,12,830/- (Previous year Rs. 21,05,31,511/-) while the outgoings were Rs.90,97,109/- (Previous year Rs.93,11,510/-).

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:

Information to be provided under section 217(2A) of the Companies Act, read with the Companies (Particulars of Employees) Rules 1975 as amended from time to time forms a part of this report. However as per the provisions of section 219 (1)(b)(iv) of the Act, the report and accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Act. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for a copy.

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the contributions made by the employees towards the success of your Company.

Your Directors are also thankful for the co-operation and assistance received from its shareholders, customers, vendors, bankers, SEEPZ, regulatory and Government authorities in India and abroad.



On behalf of the Board of Directors

R. Ganapathi

Chairman and Executive Director

Mumbai,

Date: August 13, 2010

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