Enter the first few characters of Company and click 'Go'

Notes to Accounts of Trigyn Technologies Ltd.

Mar 31, 2023

Rights, preferences and restrictions attached to shares

Equity shares: The Company has one class of equity shares having a par value of '' 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference Shares: The Company''s authorised capital is divided in equity share capital & preference share capital.

Shares reserved for issue under options - ''Refer Note 44 for details of shares to be issued under Employee stock option scheme.

Shares reserved for issue under options, contracts / commitments for sale of shares /disinvestments = Nil , Refer Note 44 for ESOP granted.

Particulars of calls in arrears by directors and officers of the company. - Nil Shares forfeited during the year = Nil Security convertible into equity shares: Nil

Company recognized contract assets when it satisfies its obligation by transferring the goods or services to the customer and right to receive the consideration is established which is subject to some conditions to be fulfilled by the company in future before receipt of consideration amount. Such assets are Rs Nil.

(d) Contract Liabilities

Upon execution of contract with the customers, certain amount in the form of EMD, Security Deposit, Margin Money, advance for payment of custom duty etc. received from the customers which is shown as advance received from customers under the heading "Other Financial Liabilities" and "Other Liabilities". The balances are Rs Nil

Other Pending legal suits

a) Legal case filed by the company against Millennium Synergy Pvt. Ltd. and Iram Technologies Pvt. Ltd.

The company has filed a special civil suit for the recovery of the damages from the above-mentioned parties. The next hearing is on 19th July, 2023.

b) Case filed by Iram Technologies Pvt. Ltd. against the Company

Cheque bouncing case has been filed by Iram Technologies Pvt. Ltd. against the company in Small Causes Court, Bengaluru under Section 138 of the Negotiable Instruments Act. In lieu of the above cheque, the company had cleared the liability and had requested the complainant to return the postdated cheques. However, the complainant has proceeded in filing the case against the company under Section 138 of the Negotiable Instruments Act. The companyâs lawyer presented arguments and filed written statements on behalf of the company. On 9th December 2021 relying on the purchase order, the Small Causes Court, Bengaluru had asked the company to deposit 20% of the purchase order value within 60 days. The company filed an appeal with Honorable High Court of Karnataka against the above order and obtained an interim stay on the order passed by the Small Causes Court, Bengaluru. The matter was posted for hearing on 11th July, 2023.

c) Toshniwal Enterprises Control Limited (TECL)

The company and TECL entered into an MOU on 24-April-2019 to work on the ONGC project. Insolvency proceeding against TECL was admitted on 22-11-2019 at NCLT - Kolkata. ONGC terminated the contract on 29-11-2019. The Companyâs advocate had filed an application with NCLT in September 2020. There were certain defects raised by the Registry department while scrutinizing the file. The same was duly corrected by the company''s advocate and the matter was heard by the NCLT Kolkata bench on April 8, 2021. The Bench condoned the delay in submitting the claim by the company. Further, it allowed the application of the company and directed the resolution professional to verify and accept the claim on its merit. NCLT has ordered the commencement of liquidation of the Toshniwal Enterprises Control Limited on 4th April 2022 and the stakeholders were called upon to submit their claim with proof. The matter was last heard on 27.06.2022 and Counsel appearing for Liquidator submitted the preliminary report and list of stakeholders. There has been no development in the case.

d) Suit filed against ESDS Software Solution Pvt. Ltd. by the Company

The company had filed a suit in the Bombay High Court on August 2, 2019, appealing that the above party is restrained from terminating the consortium agreement and honor their commitments under the master service agreement. The court has appointed an arbitrator in the above matter. The cross examination of witness was carried out on November 29, 30 and December 1, 2021. The hearing for cross examination of claimant witness was done on 05/06-08-2022. The process of re-examination of claimant has started. The virtual meeting was held on February 3, 2023, for production of certain documents by the respondent based on which the final judgement will be given by the arbitrator. On 17th and 18th March, 2023 Arbitration meeting was held to hear the final arguments by claimant and certain document were requested to be produced from STPI by the Justice. The next date for the Arbitration is fixed on 10th June 2023 with regard to the documents received from STPI for final hearing of Respondentâs arguments (and Claimantâs arguments in rejoinder).

e) Writ Petitions filed by the company relating to Tamil Nadu projects

i) Coimbatore Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Coimbatore Smart City Limited. The company''s bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 19th February 2021 with Madras High Court. The date of hearing for admission of the petition was 4th March 2021. The petition is pending for admission and a reply has been sought from the other party.

ii) Tiruppur Smart City Limited

The company had bid for the Selection of a System Integrator to Design, Supply, Implement, Operate, & Manage Integrated Command and Control Centre in Tiruppur Smart City Limited. The company''s bid got rejected and therefore a Writ Petition challenging the disqualification was filed in Madras High Court. The writ petition was filed on 11th February 2021 with Madras High Court. The date of hearing for admission was 23-02-2021. The petition is pending for admission and a reply has been sought from the other party.

The management has evaluated all the pending legal cases in consultation with their legal counsel and they believe that they have got a good case and expect a favorable outcome in the majority of the above cases.

iii) ISYX Technologies India Private Limited.

Trigyn had received a notice from District Legal Service Authority, Krishna at Machilipatnam under Commercial Courts Act 2015 for mediation on claim for Rs. 508.87 lakhs Principal and Rs. 241.66 lakhs as interest calculated till 28-10-2022.

Trigyn had requested for four weeks'' time, thereafter we have not received any communication from the authority.

38. Segment Reporting as per IND AS 108 on Operating Segment :

I n term of IND AS 108, The Company is having single reportable segment i.e. "Communications and information technology staffing support servicesâ, hence segment reporting as per IND AS 108 is not made in current year.

39. A search u/s 132 of the Income Tax Act was conducted by the Income Tax department on 29th August 2018. Thereafter the notices were issued for the block assessment for the period 2014-15 to 2019-20 (7 assessment years). The company has received the assessment orders for said Block raising a fresh demand of Rs.3.14 crores. The main reason for the demand is on account of adjustments to the returned income made at the processing stage and in one case dividend distribution tax credit has not been considered by the department which has resulted in wrongful addition. There being mistakes apparent from records, the company filed appeals/rectifications wherever applicable in consultation with the company''s tax advisors.

40. Corporate Social Responsibilities:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, healthcare, women empowerment, measures for the benefit of war widows and contributions to incubators by the company as per the Act. The funds were primarily allocated to a corpus and utilised through the year on these activities which are specified in schedule VII of the Companies Act, 2013.

43. Loans and Advances to Wholly Owned Domestic Subsidiaries:

The company had formed two domestic wholly owned subsidiaries for promoting its business. Due to the lack of business, the holding company has advanced loans to its wholly owned subsidiaries to meet the shortfall in payment of it expenses. These advances are interest free and carry no stipulation in regard of its repayment. The terms and conditions of these advances are not prejudicial to the interest of the company and the same are in compliance with provisions of Section 185 of the Companies Act, 2013. Auditors have relied on the management representation provided by the company in this regard. The above advances have been fully provided in the books of accounts of the company.

The company has fully provided towards impairment of investments in the two wholly owned domestic subsidiaries.

44. Employee Stock Option Plans

a. The 1998 Employee Stock Option Plan

i. The 1998 Employees Stock Option Plan (''the Plan'') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs. 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

No options were outstanding at the beginning of the year

ii. During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to employee of its subsidiary, at an exercise price of Rs. 380.00/- per option and the prevalent market price of the shares, on the date of grant of these options was Rs. 394.30/- per share.

Presented below is a summary of the Company''s stock option plan activity during the year ended 31 March 2023:

The company has introduced employee stock option plan. This employee equity-settled compensation plan is known as The Employee Stock Option Plan - 2000 (the "Plan"). The employee stock option plan is approved by shareholder of the company in June 2000. This plan is designed to provide incentives to any person who is employed or engaged by the TTL, directors of TTL or any of its parent, subsidiary and/or affiliate.

I n the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.

150,000 stock options convertibles into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share were granted to Mr. Thomas Gordon, Senior Vice President Management

The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs.22.50 were forfeited during the year 2013-14.

The vesting period shall be minimum one year from the date of grant which shall be vested equally of the total options granted over a four-year period. The options granted shall be vested up to expiry of the plan. Any option granted shall be exercisable according to the terms and conditions as determined and as set forth in the option agreement. The exercise period shall be after one year from the date of grant valid till 6 May 2020. When exercisable, each option is convertible into one equity share of the company.

â¢ In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 10 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director).

â¢ In terms resolution passed in remuneration committee meeting held on May 26th, 2015 the Company granted 600,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs.10 per equity share under ESOP 2000 scheme to the following persons-:

* All the shares allotted to employees of the company 50,000 ESOP were forfeited on cessation of employment.

â¢ In terms resolution passed in remuneration committee meeting held on April 14, 2016 the Company granted 250,000 stock options convertible into equivalent amount of equity shares to the following persons-:

Fair value of the options granted:

The fair value of the options granted is mentioned below as per vesting period. The fair value of the options is determined using Black-Scholes-Merton model which takes into account the exercise price, the term of the option (time to maturity), the share price as at the grant date and expected price volatility (standard deviation) of the underlying share, the expected dividend yield and risk-free interest rate for the term of the option. The fair valuation of the options has been done by an Independent Expert.

Rationale for principle variables used:

â¢ Time to maturity of options is the period of time from the grant date to the date on which option is expected to be exercised. The minimum life of stock option is the minimum period before which the options cannot be exercised and maximum life is the period after which the options cannot be exercised.

â¢ The expected price volatility is based on the historic volatility, adjusted for any changes to future volatility due to publicly available information.

i. Defined contribution plans

The Company has recognized Rs. 353.20 Lakhs (31 March 2022: Rs. 238.66 Lakhs) towards contribution to provident fund and Rs. 1.91 Lakhs (31 March 2022: Rs. 1.56 Lakhs) towards employee state insurance plan and Labour welfare fund of Rs. 0.43 Lakhs (Rs. 0.37 Lakhs) in the statement of profit and loss

ii. Defined benefit plan

In accordance with the Payment of Gratuity Act, 1972, the Company is required to provide post-employment benefit to its employees in the form of gratuity. The Company has maintained a fund with the Life Insurance Corporation of India to meet its gratuity obligations. In accordance with the Standard, the disclosures relating to the Company''s gratuity plan are provided below.

The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instrument into three levels prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices

Level 3: If all significant inputs required to fair value an instrument are unobservable, the instrument is included in level 3.

47. Financial risk management

The Companyâs activities expose to a variety of financial risks viz., market risk, credit risk and liquidity risk. The Companyâs focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on itâs financial performance. The primary market risk to the Company is credit risk and liquidity risk. The Companyâs exposure to credit risk is influenced mainly by Government Orders.

The company resumes reviews each of these risks summarizes below:

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include trade and other payables, investments in unquoted equity shares, security deposit, loans to employees and others, trade and other receivables, deposits with banks.

The sensitivity analysis in the following sections relate to the position as at 31 March 2023 and 31 March 2022. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at 31 March 2023.

The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.

Companyâs activities expose it to variety of financial risks, including effect of changes in foreign currency exchange rate and interest rate.

a) Foreign currency risk

Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions primarily to USD. The company also incurs employee benefit expenses in foreign currency. The Company manages its foreign currency risk by natural hedging transactions that are expected to receive in USD and payable in USD.

Company do not enter into any derivative instrument in order to hedge its foreign currency risks.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD exchange rates, with all other variables held constant.

b) Interest rate risk & price risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company does not account for any fixed rate financial assets or financials liability at fair value through profit or loss therefore a change in interest rates at the reporting date would not affect profit or loss. The company does not have any financial instruments which is exposed to change in price.

ii) Credit risk

A) Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company''s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at reporting date.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporate this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company''s policy is to deal only with credit worthy counterparties.

The credit risk for cash and cash equivalents, bank deposits, loans and derivative financial instruments is considered negligible, since the counterparties are reputable organizations with high quality external credit ratings.

Trade receivables mainly consist of group companies. The Company follows âsimplified approachâ for recognition of impairment loss allowance. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good.

Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draw to apply consistently to entire population. For such financial assets, the Companyâs policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk.

B) As per the revised ECL policy for non-Government business, receivables in the ageing bucket "Greater than 365 days'' is considered as ''Loss'' and accordingly taken for the purpose of determining the historical loss rates. The historical loss percentage based on roll rate method is found out for non government business. For government business, the historical loss rate is computed based on the cumulative receivable amounts and the corresponding amount of loss given default for every bucket. Following percentage of receivables is considered as ''Loss'' (LGD) for government business:

The historical loss percentage is applied on the receivables'' balances at the valuation date. Two more scenarios are constructed based on an analysis of the regression between the forward-looking macroeconomic factors and the receivable balances and appropriate probability weight is assigned for the two scenarios and probability weighted expected credit loss is computed. Till date, the Company has provided below provision for ECL in the books of account.

iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Company''s objective is to, at all-time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including overdraft, debt from domestic and international banks at optimized cost. Company enjoys strong access to domestic and international capital market across debt, equity and hybrids.

iv) Capital management

The company policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain development of the business. Management monitors the return on capital on continuous basis.

The company has adequate cash and bank balances and no interest bearing liabilities (except for hire purchase facility for some of fixed assets lying under Property Plant and Equipment). The Company monitors its capital by a careful scrutiny of the cash and bank balances and a regular assessment of any debt requirements. In the absence of any interest bearing debt, the maintenance of debt equity ratio etc. may not be of any relevance of the company.

V) Risk towards global Pandemic Covid - 19

The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing these Standalone Financial Statements. The company will continue to closely monitor any material changes to future economic conditions.

*The company has carried forward in the book of accounts the balance of the above mentioned overseas subsidiaries which has been wound up. The company is awaiting approval from the Reserve Bank of India for writing off these balances.

Process for obtaining necessary approval and permissions from Reserve bank of India (RBI) under FEMA regulations are under progress. In view of this, Investments, Loans & advances and provision for doubtful debts and impairment in the value of investments are retained and other entries are given effect to in the books of account which are subject to the approval of RBI. This matter is being carried forward for over 7 years.

49. Impairment of Assets:

There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance with the accounting standard IND AS - 36 "Impairment of Assets".

Fixed Assets have been physically verified by the management at reasonable intervals. There are no discrepancies between the book records and the physical inventory. In our opinion, the frequency of verification is reasonable.

50. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial (Development & Regulation) Act, 1951.

The Company has separately disclosed all the dues payable to Micro & Small Enterprises under Trade Payables in Part I - Balance Sheet, details of which are given in Note 21 of Notes to the Financial Statements. This is required to be given under the Notification dated 04 September 2015 pertaining to alterations in Schedule III issued by MCA.

51. Public deposit:

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regard.

52. Major Contracts of the companyA) Implementation and Management of Cloud-Based Virtual Classroom System in identified schools in Andhra Pradesh

The total contract value of the Andhra Pradesh State Fibernet Limited (APSFL) project amounts to Rs. 160 Crores inclusive of GST. This comprises Rs. 80 crores for the supply of materials and installation of video conferencing equipment and the balance Rs. 80 crores towards operations and maintenance. The company has completed a major portion of the supply contract. Balance work at 59 schools, 1 District Studio and Central Studio is still pending for completion due to non-allotment of sites from APSFL.

The Company has recognized revenue of Rs. 79.90 crores in respect of the supply contract which includes unbilled revenue of Rs. 49.73 lacs up to 31st March 2023. This is in line with InD AS 115 - (Revenue from contracts with customers) accounting for contracts based on completion of the performance obligation. Noncurrent Prepaid Expenses include an amount of Rs.454.41 Lakhs representing project work in progress in respect of this project.

Against the milestone billings done of Rs. 79.40 crores, Rs. 17.85 crores have been received and balance of Rs. 61.50 crores is outstanding for more than 3 years. The Company is also holding an inventory of Rs. 2.22 crores as on 31st March 2023.

The operation and maintenance part of the contract was taken up in February 2019. The management has not booked any Quarterly Guaranteed Revenue on this part of the contract amounting to Rs. 80 crores, in view of uncertainty of collection.

Keeping in view the old outstanding of Rs. 61.50 crores being carried forward and poor collection till date, the management is of the view that their decision for not accounting unbilled revenue for AMC charges is justified and proper due to uncertainty of collection. In support of the management''s stand, the company has obtained an opinion from a subject matter expert as of 31st March 2022.

The management has not classified the outstanding balance as doubtful of recovery and no provision has been made towards old outstanding. However, as per the Company''s Expected Credit Loss (ECL) policy, the company has made a provision of Rs. 16.81 crores during the financial year 2022-23. The cumulative ECL provision made is Rs. 30.78 crores for the above outstanding.

B) Design, Development, Implementation, Operation, and Maintenance of Smart Parking Solution at Nashik

Due to various reasons, there was no collection of tolls from the 15 commissioned parking sites in Nashik. The company is in discussion with Nashik Smart City Development Corporation Ltd to sort out various issues related to the Smart Parking Project. During the quarter, the company has charged in the statement of Profit & Loss, the total expenditure of Rs. 60.21 lacs, the company has also amortized an amount of Rs. 22.48 lacs in respect of the capitalized portion of completed sites.

The unamortized Capital Cost carried forward in the Balance Sheet as at 31.03.2023 of Rs. 7.72 Crores including Rs. 1.49 Crores (Capital WIP) is not considered as impaired and not provided for.

53. During the year, the company has received Dividends from its wholly-owned subsidiary Trigyn Technologies INC - 25,50,000 USD (Gross USD 30,00,000 less withholding tax in USA USD 450,000 ) i.e. USD 2973 per share (equivalent to 2973%). In the Previous year Dividend received was 19,12,500 USD (Gross USD 22,50,000 less withholding tax in USA USD 337,500) i.e. USD 2230 per share (equivalent to 2230%).

54. The new code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour and Employment (the Ministry) has released draft rules for the Code on November 13, 2020 and has invited suggestions from stake holders which are under active consideration by the Ministry. The Company will complete its evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the related rules are published.

55. The exceptional item for the quarter & year to date ended represents provision for loan given to subsidiary.

56. The company was served with an Audit report for its Andhra Pradesh unit under Section 65(6) of the CGST Act 2017 under rule 101(5) on 5th April 2021 for fY 2017-18 and FY 2018-19. The company did not agree with the contents of the said audit report and filed a detailed reply on 21st May 2021 raising various preliminary objections along with a rebuttal to various audit paras. The GST department issued one more audit report titled "Final Audit Report" dated 15th June 2021. The company replied to the final audit report vide its letter dated 26th June 2021 raising various preliminary objections against the said final audit report. The department issued a pre-SCN Consultation Notice dated 4th August 2021 to the company wherein tax amounting to Rs. 36.39 lakhs, interest amounting to Rs. 182 Lakhs and a penalty amounting to Rs. 102 Lakhs were quantified during the audit. The company paid Rs. 22.33 lakhs under protest against the said demand. The company has submitted to the GST department that the liability of tax, interest, and penalty as mentioned in Form DRC-01A is not acceptable. On 18th February 2022 GST department issued SCN and the company has replied on the same.

The case has been settled in May 2023 and Company has received an order from the GST Authorities dropping the substantial demand. This order is received after the balance sheet date but before the approval of financial statements.

Reasons for significant changes :

- Current ratio has dropped during the year because current liabilities have increased more than current assets due to advance taken against future services from subsidiaries

- Debt Equity ratio has decreased due to repayment of debt

- Debt service coverage ratio has increased because finance cost has decreased due to debt repayment and Earnings have increased during the year

- Return on equity ratio has increased due to receipt of dividend during the year

- Trade Receivable ratio has increased due to increase in revenue from operations during the year and decrease in sundry debtors - TTI (subsidiary company)

- Trade Payables Turnover ratio has increased substantially because of substantial increase in purchase due to increase in number of projects during the year

- Net Capital Turnover ratio has increased due to increase in revenue from operations

- Net profit margin has increased substantially due to dividend received from subsidiary during the year

- Return on Capital Employed has increased because of receipt of dividend during the year

The information in this e-mail is confidential and may be legally privileged. It is meant solely for intended recipients and access to the e-mail by anyone else is prohibited. If you are not an intended recipient and/or have received this email in error, please be advised that any disclosure, distribution or any action taken or omitted to be taken in reliance on it, is prohibited and may be unlawful.

58. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(iv) Utilisation of borrowed funds and share premium

I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

II The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.

(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

(viii) The Company has not used borrowings for purpose other than specified purpose of the borrowing.

(ix) There is no transaction with companies struck off under Companies Act, 2013 or Companies Act, 1956

59. DISCLOSURE AS PER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties as at 31st March, 2023 and 31st March, 2022.

60. DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investments made are given in Note No 4

(ii) There are no guarantees issued or loans given by the Company, other than to subsidiaries, as at 31st March, 2023 and 31st March, 2022.

61. During the year, the Company has made an investment of Rs. 8 Cr in Sampada Business Solutions Limited via Private Placement process. The share has a face value of Rs. 5 per share. It is fair valued at Rs. 90 per share as on 31.03.2023.

62. During the year, the company project teams and employees were "Working from Home". Some of the Group''s projects particularly the Cloud-Based Virtual Classroom System at Andhra Pradesh and toll collection from the Parking project at Nashik were badly affected on account of the prolonged lockdown. The management of respective companies of the Group has evaluated the possible impact of this pandemic on the business operations and the financial position of the Group where fixed expenditures such as permanent staff salary, office and godown rent, finance costs, manpower agency charges, and others which have been accounted but could not be covered by revenue billing due to the prolonged lockdown.

63. Unbilled revenue as on 31st March 2023, includes Rs 22.46 Crs related to UNDP / UNICC Project for which service has been rendered but LOI is still under finalisation .

64. The Company is maintaining gratuity fund for employees with LIC. There is balance of Rs. 193.33 lakhs lying with fund as on 31^st march 2023

65. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The Company does not have any derivative contracts

66. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.

67. Previous year figures

The previous year figures have been reclassified to conform to this yearâs classification wherever required.

Mar 31, 2018

1 The corporate overview

Trigyn Technologies Limited (âTTLâ or âthe companyâ) is a public company domiciled in India and incorporated under the provisions of Indian Companies Act. The companyâs registered office is at Unit 27, SDF I, SEEPZ - SEZ, Andheri (E), Mumbai 400096. The companyâs equity shares are listed on the Bombay Stock Exchange and National Stock Exchange in India.

As at 31^st March 2018 United Telecom Limited (UTL), holds 47.35% of the companyâs equity share capital. . Therefore, TTL is an associate company of UTL.

The company is engaged in the business of providing IT Solutions, staffing, consulting, systems integration, managed services, software development, maintenance, and other services.

The company caters to both domestic and international markets through network of its subsidiaries in India and abroad. These are the companyâs separate financial statements.

These financial statements are authorised for issue by the Board of Directors on 17^th May, 2018

a) Rights, preferences and restrictions attached to shares

Equity shares: The Company has one class of equity shares having a par value of ''.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference Shares: The Company''s authorised capital is divided in equity share capital & preference share capital. However the company has not yet issued any preference share.

c) Shares held by holding/ultimate holding Company and/or their subsidiaries/associates:

The Company does not have any holding or ultimate holding Company.

e) Shares reserved for issue under options

Refer Note 40 for details of shares to be issued under Employee stock option scheme.

f) There are no shares reserved for issue under options, contracts / commitments for sale of shares / disinvestments other than represented in (Refer Note 40) for ESOP granted.

g) Particulars of calls in arrears by directors and officers of the company. - Nil

h) There are no shares forfeited during the year. i) Security convertible into equity shares: Nil

Except as described above, there are no pending litigations which the company believes could reasonably be expected to have a material adverse effect on the result of Operations, cash flow or the financial position of the Company.

2. Segment Reporting as per IND AS 108 on Operating Segment :

I n accordance with Accounting Standard Ind As 108 âOperating Segment â, segment information has been given in the consolidated financial statements of Trigyn Technologies Limited, and therefore, no separate disclosure on segment information is given in these financial statements.

3. Assets under Hire purchase :

During the year company has acquired Computers and Printers under Hire purchase arrangement from various parties (other than bank and financial Institution) aggregating to Rs. 96.31 Lakhs. The said Arrangements carries finance charge rate of 9% p.a. repayable in installments ranging from 24 months on case to case basis with latest installment being payable by February, 2020.

The minimum hire installments outstanding as on 31.03.2018 in respect of assets under hire purchase agreement as follows:

4. Corporate Social Responsibilities:

i. CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the Company during the year is Rs.2.72 Lakhs

ii. Expenditure related to Corporate Social Responsibility is Rs. 5.74 Lakhs (Previous Year Rs.5.88 Lakhs).

Note:

i. In respect of ESOP exercised during the year Perquisites are computed under Income tax Method. During year ended under review out of earlier ESOPs granted to director & employees, options for 162,500 shares were exercised at a price of Rs.10/- each.

ii. Managerial remuneration to Whole Time Director Mr. R. Ganapathi includes value of ESOPs exercised during the year computed under Income tax method due to which the remuneration has exceeded limits specified under schedule V to the Companies Act 2013 for year 2016-17 and 2017-18. The company has therefore applied to the Central Government for necessary approval. As on signing of financials the company is yet to receive approval.

iii. Ms. Bhavana Rao was non-executive director from 7^th February 2016 in Trigyn Technologies Limited and hold office in Trigyn Technologies INC (subsidiary company).

iv. Managerial remuneration excludes reimbursement on actuals

v. Managerial remuneration includes Perquisite on exercise of ESOP rights amounting to Rs. 168.712 Lakhs for R. Ganapathi Rs. 7.33 Lakhs each for Amin Bhojani and Rs. 7.99 Lakhs to Parthasarathy Iyengar.

vi. The above remuneration to Chairman & Executive Director and an Executive Director does not include contribution to gratuity fund and provision for Leave encashment, as these are lump sum amounts for all relevant employees based on actuarial valuation.

5. Loans and Advances to Subsidiaries and Associates:

Considering that the subsidiaries and associates, overseas and domestic have been formed for promoting companyâs business, loans and advances to its various subsidiaries are interest free and carry no stipulation as to repayment.

Accordingly, the terms and conditions of these advances are not prejudicial to the interest of the company and the company is in the compliance with the provisions of sec 185 of the Companies Act 2013. Auditors have relied on the Managementâs representation. In respect of few of its subsidiaries efforts are being made to recover the advances, however due to financial weakness of those subsidiaries they are unable to repay and regularize the advance and in case of few of the subsidiaries these advances have been fully provided being doubtful for recovery. Under the aforesaid circumstances, the holding company is looking at various options to regularize the advance.

6. Employee Stock Option Plans

a. The 1998 Employee Stock Option Plan

i. The 1998 Employees Stock Option Plan (âthe Planâ) provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs. 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

No options were outstanding at the beginning of the year

Presented below is a summary of the Companyâs stock option plan activity during the year ended 31 March 2018:

The above ESOP are already vested and hence not fair valued

b. The Employee Stock Option Plan - 2000:

The company has introduced employee stock option plan. This employee equity-settled compensation plan is known as The Employee Stock Option Plan - 2000 (the âPlanâ). The employee stock option plan is approved by shareholder of the company in June 2000. This plan is designed to provide incentives to any person who is employed or engaged by the TTL, directors of TTL or any of its parent, subsidiary and/or affiliate.

The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs.22.50 were forfeited during the year 2013-14.

- In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 10 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director).

- In terms resolution passed in remuneration committee meeting held on May 26th, 2015 the Company granted 600,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs.10 per equity share under ESOP 2000 scheme to the following persons-:

* All the shares allotted to employees of the company 43,750 ESOP were forfeited on cessation of employment.

- In terms resolution passed in remuneration committee meeting held on April 14, 2016 the Company granted 125,000 stock options convertible into equivalent amount of equity shares to the following persons-:

- In terms resolution passed in remuneration committee meeting held on May 16, 2017 the Company granted 125,000 stock options convertibles into equivalent amount of equity shares to the following persons-:

1. Fair value and assumptions for the equity-settled grant made on 19 August 2013.

Rationale for principle variables used:

- T ime to maturity of options is the period of time from the grant date to the date on which option is expected to be exercised. The minimum life of stock option is the minimum period before which the options cannot be exercised and maximum life is the period after which the options cannot be exercised.

- The expected price volatility is based on the historic volatility, adjusted for any changes to future volatility due to publicly available information.

Employee-benefit expenses recognized in the standalone Financial Statements:

The company has recorded employee stock based compensation expense to the options provided to the employees and directors of Trigyn Technologies Limited as under:

There has been a change in policy and with the change, the fair value of options issued to employee of overseas subsidiary company now has been recovered, as against previous year, recognised as additional investment in subsidiary.

7. Employee Benefit

i. Defined contribution plans

The Company has recognized Rs. 142.35 (31 March 2017: Rs.134.34) towards contribution to provident fund and Rs. 1.40 (31 March 2017: Rs.0.33) towards employee state insurance plan in the statement of profit and loss

ii. Defined benefit plan

A quantitative sensitivity analysis for significant assumption is shown as follows:

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the present value of obligation. Sensitivity analysis is done by varying (increasing/ decreasing) one parameter by 100 basis points (1%)

8. Financial Instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments that are recognized in the financial statements

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. In addition, the Company internally reviews valuations, including independent price validation for certain instruments. Further, in other instances, Company retains independent pricing vendors to assist in corroborating the valuations of certain instruments.

The fair value of the financial assets and liabilities are included at the amount at which the instrument that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date.

The amount of fair value adjustment of the above financial asset and liabilities (except investment in unquoted securities which is fair valued through OCI) is considered to be insignificant in value and hence carrying value and the fair value is considered to be the same.

The carrying amounts of cash and cash equivalents, bank balance, advances, recoverable, trade receivable, trade payable, dues from subsidiary company, and other payables are considered to be the same as their fair values due to their short term nature.

Investment in subsidiaries are accounted at cost in accordance with Ind AS 27- separate financial statements Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instrument measured using quoted prices

Level 2: The fair value of financial instrument that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

During the year ended 31 March 2018 and 31 March 2017 there were no transfers between level 1 and level 2 fair value measurements and no transfers into and out of level 3 fair value measurement.

Financial risk management policy and objectives

The key objective of the Companyâs capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company is focused on maintaining a strong equity base to ensure independence, security, as well as financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.

Companyâs principal financial liabilities, comprise trade payable, employee benefits payable and other payables. The main purpose of these financial liabilities is to finance Company''s operations (short term). Companyâs principal financial assets include investments, loans to employees and others, security deposit, trade and other receivables, deposits with banks and cash and cash equivalents that derive directly from its operations.

Company is exposed to market risk, credit risk and liquidity risk.

The Companyâs senior management oversees the management of these risks. The Companyâs senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Companyâs senior management that the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Companyâs policy that no trading in derivatives for speculative purposes may be undertaken.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

i) Market risk

The sensitivity analysis in the following sections relate to the position as at 31 March 2018 and 31 March 2017. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt, proportion of financial instruments in foreign currencies are all constant at 31 March 2018.

Company''s activities expose it to variety of financial risks, including effect of changes in foreign currency exchange rate and interest rate.

a) Foreign currency risk

Company do not enter into any derivative instrument in order to hedge its foreign currency risks.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD and SGD exchange rates, with all other variables held constant.

b) Interest rate risk

ii) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and cash equivalents, deposits with banks and financial institutions, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company''s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized at reporting date.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporate this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The Companyâs policy is to deal only with credit worthy counterparties.

Trade receivables mainly consist of group companies. The Company has very limited history of customer default, and considers the credit quality of trade receivables that are not past due or impaired to be good.

Company provides for expected credit losses on financial assets by assessing individual financial instruments for expectation of any credit losses. Since the assets have very low credit risk, and are for varied natures and purpose, there is no trend that the company can draw to apply consistently to entire population. For such financial assets, the Company''s policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognized on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets."

iii) Liquidity risk

The table summarizes the maturity profile of group''s financial liabilities based on contractual undiscounted payments

iv) Capital management

10. Balances of wound up Subsidiaries:

Following balances in the accounts relating to subsidiaries and Step down subsidiaries which were wound up / liquidated / under liquidation in the earlier years are fully provided for: -

These balances are carried forward in the financial statements and would be written off upon compliance with formalities with Reserve Bank of India.

eCapital Solutions (Bermuda) Ltd was wholly owned subsidiary of Trigyn Technologies Ltd.

eCapital Solutions (Bermuda) Ltd has been wound up as on 12th March 2014 as per the applicable laws in the country of registration. To give the effect of winding up and distribution of assets on liquidation, the company has received the following:

1. Equity Shares 1009 shares in Trigyn Technologies Inc (USA), valuing Rs.9037.40/- Lakhs

2. Equity Shares 1,471,044 in Trigyn Technologies (India) Pvt Ltd valuing to Rs. 5.81/- Lakhs.

3. Amount due from Trigyn Technologies Inc. (USA) USD 10.19 Lakhs equivalent to Rs.609.12/- Lakhs and Cash of Rs.0.07/-.

After giving effect to the above in F.Y. 2013-14, the excess provision for diminution in the value of investment in eCapital Solutions (Bermuda) Ltd has been written back as an extraordinary item of Rs. 5106.70/- Lakhs in the statement of profit and loss of that year.

Process for obtaining necessary approval and permissions required to be obtained from Reserve bank of India (RBI) under FEMA regulations are under progress. Compounding or any other charges, if any will be accounted as and when arises In view of this Investments, Loans advances and provision for doubtful debts and impairment in the value of investments, are retained in the stand alone books and other entries are given effect to in the books of account subject to approval of RBI.

* Post necessary approval received from RBI during the year, the Investment in Applisoft INC and the provision has been written off in the books of accounts.

11. Impairment of Assets :

There is no impairment loss on fixed assets on the basis of review carried out by the management in accordance with the accounting standard IND AS - 36 âImpairment of Assetsâ.

12. The Company vide board resolution dated 9th July 2016, had considered and approved the proposal to write off its accumulated losses as on 31st March, 2016 amounting to Rs. 52825.91 Lakhs against the Securities Premium account balance of Rs. 66102.27 Lakhs as on that date with a view to give true and fair view of books of accounts of the company. Thereafter company made application to National Company Law Tribunal (NCLT) for their necessary approval and has now received Order dated 5th October, 2017 approving the proposal. The company has during year ended 31st March, 2018 given effect to above order from NCLt.

13. Suppliers covered by Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and Industrial (Development & Regulation) Act, 1951.

a) As represented by the management Based on the details regarding the status of the suppliers, to the extent obtained, no supplier is covered under the Micro, Small and Medium Enterprises Development Act, 2006. The auditors have relied upon the management information in this regard.

b) To the extent information available with the company, the company does not owe any sum to small scale industrial unit as defined in clause (j) of Section 3 of the Industrial (Development & Regulation) Act, 1951. The auditors have relied upon the management information in this regard.

c) As represented by the company, the company does not owe any sum to micro enterprises and small enterprises. Accordingly, the company has not made a separate disclosure under Trade Payables in Part I - Balance Sheet as required by the notification dated 04th September, 2015 pertaining to alterations in Schedule III issued by MCA.

d) In respect of above the auditors have relied upon the management information in this regard.

14. Lease Commitment as per IND AS 17

Trigyn Technologies Limited has entered into operating lease arrangements, for leasing office premises in Mumbai, Chennai & Andhra Pradesh. The office premises have been taken under a non-cancellable lease of 5 years, which is renewable at the option of the Company.

15. Public deposit:

16. The company has reviewed all the pending litigation and is of the opinion that no further provision is required impacting the financial position of the company

17. Project expenses - Andhra Pradesh State FiberNet Limited

I n respect of a composite works contract entered into by the Company, the company has started the work in the month of January, 2018. As per the terms of the contract, the billing for work done will be made based on milestone achievement. The company has not achieved the first milestone as on 31^st March 2018.

The total expenditure towards the contract till 31^st March 2018 is as under:

The Company has given performance guarantee of Rs.8 crore and Earnest Money Deposit/ Security Deposit of Rs. 50 lacs for the said contract.

As there is no billing during the period, no income is accrued for the contract and the expenditure for the contract has been carried forward in the Balance sheet as at 31^st March, 2018.

18. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company does not have any derivative contracts

19. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.

20. Previous year figures

The previous year figures have been reclassified to conform to this year''s classification wherever required.

Mar 31, 2016

(d) Rights, preferences and restrictions attached to shares -

Equity shares: The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The group declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference Shares: The Company''s authorized capital is divided in equity share capital & preference share capital. However the company has not yet issued any preference share. as in the previous years. The company and the group have a good presence in the market and a good clientele. Considering various measures taken by the company, the profits have accrued and the accumulated losses are reduced

1. Public deposit:

2. The company has reviewed all the pending litigation and is of the opinion that no further provision is required impacting the financial position of the company

3. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company does not have any derivative contracts

4. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.

5. Previous year figures

a) The previous year figures have been reclassified to conform to this yearâs classification wherever required.

b) The figures in brackets represent those of the previous year.

Mar 31, 2015

1. Contingent Liabilities:-

a) Bank Guarantee for Contract performance are as follows:-

i. HDFC Bank Guarantee $ 1,000,000/- secured against Bank FD of Rs. 74,930,795.71

ii. Punjab National Bank $ 6,83,800/- secured against mortgage of property for charge of 63.32 crs & Bank FDs of Rs. 28,216,884.

b) Disputed statutory liabilities under Income tax Act for various years aggregates to Rs. 32,63,84,127/-.

The company has fled / is in process of fling appeal / rectification to various IT authority in his respect.

2. Segment Information Business Segment:

a) 90% of the revenue relate to staff augmentation, therefore no reporting under primary business segment is required.

Geographical Segment:

b) 90% is from U.S.A, therefore no geographical segment is required.

(a) The above remuneration to Chairman & Executive Director and an Executive Director does not include contribution to gratuity fund and provision for Leave encashment, as these are lump sum amounts for all relevant employees based on actuarial valuation.

(b) ESOP issued to Chairman Â refer note 34(b)(i)

3. Employee Stock Option Plans

(a) The 1998 Employee Stock Option Plan

(i) The 1998 Employees Stock Option Plan ('the Plan') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

(b) Employee Stock Option Plan 2000

In June 2000 the shareholders of the Company approved the Employees Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of the Company including its subsidiaries and affiliates. These options would vest equally over a period of four years, with a minimum vesting period of one year from the date of the grant of these options.

In the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. HomiyarPanday, President - US Operations and Employee of the Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.

The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs. 22.50 were forfeited during the year 2013-14.

In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 7.15 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director). The vesting period for same is four year from the date of the grant. The member of the Company have amended the exercise price so as to ensure that exercise price is not below face value and in cases where the market price is below face value the face value shall be the exercise price. Thus the 100,000 stock options granted to Mr. R. Ganapathi is exercisable at Rs. 10/- per share.

Presented below is a summary of the Company's balance 2000 stock option plan activity during the years ended 31 March 2015.

C. Defined contribution plan :

The Company has recognized Rs. 11,930,713 (Rs. 11,900,112) towards contribution to provident fund and Rs. 49,968 (Rs. 53,206) towards employee state insurance plan in the Statement of Profit and Loss.

4. Following balances in the accounts relating to subsidiaries and Step down subsidiaries which were wound up / liquidated / under liquidation in the earlier years are fully provided for: -

*Liquidated

These balances are carried forward in the financial statements and would be written off upon compliance with formalities with Reserve Bank of India.

Ecapital Solutions (Bermuda) Ltd was wholly owned subsidiary of Trigyn Technologies Ltd.

Ecapital Solutions (Bermuda) Ltd has been wound up as on 12th March 2014 as per the applicable laws in the country of registration. To give the effect of winding up and distribution of assets on liquidation, the company has received the following:

1) Equity Shares 1009 shares in Trigyn Technologies Inc (USA), valuing INR 903,740,000

2) Equity Shares 1,471,024 in Trigyn Technologies (India) Pvt Ltd valuing to INR 580,935.

3) Amount due from Trigyn Technologies Inc. (USA) USD 1,019,271 equivalent to INR 60,911,641 and

4) Cash of INR 6,600

After giving effect to the above in F.Y. 2013-14, the excess provision for diminution in the value of investment in Ecapital Solutions (Bermuda) Ltd has been written back as an extraordinary item of INR 510,670,410 in the statement of Profit and loss of last year.

Process for obtaining necessary approval and permissions required to be obtained from Reserve bank of India (RBI) under FEMA regulations are under progress. Compounding or any other charges, if any will be accounted as and when arises In view of this Investments, Loans advances and provision for doubtful debts and impairment in the value of investments, are retained in the stand alone books and other entries are given effect to in the books of account subject to approval of RBI.

5. Exceptional item in current year represents :

a) Receipt of Rs.2,20,53,000/- from TTIPL which was provided for earlier years.

b) Provision for doubtful advance of Rs.57,19,504/- given to indian subsidiaries towards its expenditure.

6. As at 31st March 2015, the accumulated loss of Rs. 5,300,522,179 exceeds its networth. However the company has earned cash Profit before depreciation and non cash exceptional items during the year as well as in the previous years. The company and the group have a good presence in the market and a good clientele. Considering various measures taken by the company, the Profits have accrued and the accumulated losses are reduced. In view of the above the accounts have been prepared on the going concern basis.

7. Public deposit:

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regards.

8. Long term contracts and derivatives contract:

The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company does not have any derivative contracts

9. Investor Education and Protection Fund:

During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.

10. Previous year figures

a) The previous year figures have been reclassified to conform to this year's classification wherever required.

b) The figures in brackets represent those of the previous year.

Mar 31, 2014

1. GENERAL INFORMATION

Trigyn Technologies Limited (''TTL'' or ''the Company'') was incorporated on March 25, 1986. TTL has its software development center in Mumbai, India (''the Head Office'') and the Company operates in US through its subsidiary Trigyn Technologies Inc.

2. Rights, preferences and restrictions attached to shares -

Equity shares: The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Preference Shares: The Company''s authorised capital is divided in equity share capital & preference share capital. However the company has not yet issued any preference share.

(Figures in Rupees) As at March As at March 31, 2014 31, 2013

3. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

(A) Claims against the Company not acknowledged as debts

* Income tax matters 234,848,245 234,848,245

* Services tax matters 1,176,441 1,176,441

* Guarantees issued by banks on behalf of the Company 100,623,888 91,531,368

336,648,574 327,556,054

(B) Capital commitments 122,280,000 122,280,000

Total 458,928,574 449,836,054

4. Segment Information

The Company has only one reportable segment- "Communications and information technology staffing support services" - in terms of Accounting Standard 17 "Segment Reporting" mandated by Rule 3 of the Companies ("Accounting Standards") Rules, 2006. Based on the location of the customer, the Company has only one reportable geographical segment, i.e. United States of America.

5. Related Party disclosures :

a) Name of related parties and nature of relationship:

i) Subsidiary companies

Leading Edge Infotech Limited

Trigyn Technologies (India) Private Limited

Trigyn Technologies Inc.

eCapital Solutions (Bermuda) Limited (till March 12, 2014 as company was voluntarily liquidated) Applisoft Inc. (till May 18, 2010 as company was voluntarily liquidated)

Trigyn Technologies Europe GmbH (liquidated) eVector (India) Private Limited (Liquidated)

Trigyn Technologies Limited UK (Liquidated in 2004) eVector Inc. USA (Liquidated)

ii) Entity which has a substantial interest in the Company United Telecoms Limited

iii) Key management personnel (KMP)

R. Ganapathi

Bhavana Rao

iv) Others - Entities in which United Telecoms Limited has significant influence, with whom transactions has been entered into.

Andhra Networks Limited

Promuk Hoffmann International Limited

(b) Employee Stock Option Plan 2000

In June 2000 the shareholders of the Company approved the Employees Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of the Company including its subsidiaries and affiliates. These options would vest equally over a period of four years, with a minimum vesting period of one year from the date of the grant of these options.

In the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs. 10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.

The original 100,000 options issued in the year 2010-11 to Mr. R. Ganapathi (Chairman and Executive Director) at exercise price of Rs. 22.50 were forfeited during the year 2013-14.

In terms resolution passed in remuneration committee meeting held on August 19, 2013 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 7.15 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director). The vesting period for same is four year from the date of the grant. The Board of Directors subject to approval of the member of the Company have amended the exercise price so as to ensure that exercise price is not below face value and in cases where the market price is below face value the face value shall be the exercise price. Thus the 100,000 stock options granted to Mr. R. Ganapathi is exercisable at Rs. 10 per share.

Mar 31, 2013

1. GENERAL INFORMATION

Trigyn Technologies Limited (''TTL'' or ''the Company'') was incorporated on March 25, 1986. TTL has its software development center in Mumbai, India (''the Head Office'') and the Company operates in US through its subsidiary Trigyn Technologies Inc.

2. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

(A) Claims against the Company not acknowledged as debts

- Income tax matters 234,848,245 196,846,518

- Services tax matters 1,176,441 1,176,441

- Guarantees issued by banks on behalf of the Company 91,531,368 87,305,030

327,556,054 285,327,989

(B) Capital commitments 122,280,000 122,280,000

Total 449,836,054 407,607,989

3. Provision for decline other than temporary in the value of investments

The Company has made provisions for decline in the value of investments in eCapital Solutions (Bermuda) Limited, Leading Edge Infotech Limited and Applisoft Inc. aggregating Rs. 6,034,595,454 upto the year end March 31, 2013 (includes part provision of Rs 5,607,966,375 against carrying value of investment of Rs 6,064,716,375 in eCapital Solutions (Bermuda) Limited). Carrying value of investment in eCapital Solutions (Bermuda) Limited as on March 31, 2013 isRs. 456,750,000.

The management had carried out the business valuation as of 31st Mar 2012 of its step down subsidiary viz Trigyn Technologies Inc, a subsidiary of the Company''s subsidiary, eCapital Solutions Bermuda Limited (under voluntary liquidation), from an Independent valuer. The Management has not carried out such valuation as of 31st March 2013 however the management has reviewed the valuation under present conditions as of 31st March 2013. Based on the valuation report and review, the Board of Directors believes that the diminution in value, other-than-temporary, in the carrying value of its investment in eCapital Solutions Bermuda Limited has been adequately provided for, as above.

4. Segment Information

The Company has only one reportable segment- "Communications and information technology staffing support services" - in terms of Accounting Standard 17 "Segment Reporting" mandated by Rule 3 of the Companies ("Accounting Standards") Rules, 2006. Based on the location of the customer, the Company has only one reportable geographical segment, i.e. United States of America.

5. Related Party disclosures :

a) Name of related parties and nature of relationship:

i) Subsidiary companies

Leading Edge Infotech Limited Capital Solutions (Bermuda) Limited (under voluntary liquidation)

Applisoft Inc. (till May 18, 2010 as company was voluntarily liquidated)

ii) Step down subsidiary companies

Trigyn Technologies (India) Private Limited

Trigyn Technologies Europe GmbH (under voluntary liquidation)

Trigyn Technologies Inc.

eVector (India) Private Limited (Under Liquidation)

Trigyn Technologies Limited UK (Liquidated in 2004)

eVector Inc. USA (Liquidated)

iii) Entity which has a substantial interest in the Company

United Telecoms Limited

iv) Key management personnel (KMP) R. Ganapathi Bhavana Rao

v) Others - Entities in which United Telecoms Limited has significant influence, with whom transactions has been entered into.

Andhra Networks Limited

Promuk Hoffmann International Limited

6. Employee Stock Option Plans

(a) The 1998 Employee Stock Option Plan

The 1998 Employees Stock Option Plan (''the Plan'') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

Presented below is a summary of the Company''s 1998 stock option plan activity during the year ended 31 March 2013:

During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to employee of its subsidiary, at an exercise price of Rs 380 per option and the prevalent market price of the shares, on the date of grant of these options was Rs 394.3 per share.

(b) Employee Stock Option Plan 2000 ''

In June 2000 the shareholders of the Company approved the Employees Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of the Company including its subsidiaries and affiliates. These options would vest equally over a period of four years, with a minimum vesting period of one year from the date of the grant of these options.

In the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the step down Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options.

The period for exercise of the option has been extended to May 6, 2020

During the previous year, in terms board resolution passed in board meeting and remuneration committee meeting held on May 7, 2010 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 22.40 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director) The vesting period for same is within one year from the date of the grant.

These balances are carried forward in the financial statements and would be written off upon compliance with formalities with Reserve Bank of India.

The Company had, in earlier years, applied to Reserve Bank of India for condonations/ permissions in respect of certain non-compliances relating to non-realisation of export debtors. These applications are pending disposal. Most of these non-compliances were a result of the persistent down trend in the past in the software industry, particularly in the United States, which was the largest customer market for the Company. These unrealised balances included in sundry debtors have been fully provided in earlier years.

7. The Company derives significant part of its revenue from its step down subsidiary, Trigyn Technologies Inc, which has contracts with United Nations. One of its significant contracts with United Nations is due to expire on October 31, 2013. The management is hopeful for the long term renewal of the contract.

8. Previous year figures

a) The previous year figures have been reclassified to conform to this year''s classification wherever required.

b) The figures in brackets represent those of the previous year.

Mar 31, 2012

1. GENERAL INFORMATION

Trigyn Technologies Limited ('TTL' or 'the Company') was incorporated on March 25, 1986. TTL has its software development center in Mumbai, India ('the Head Office') and the Company operates in US through its subsidiary Trigyn Technologies Inc.

(a) Rights, preferences and restrictions attached to shares -

Equity shares: The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(b) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

During the year, the promoter exercised the option to convert 1,445,000 (1,380,000) preference warrants into equity shares. Accordingly 1,445,000 (1,380,000) equity shares of face value of Rs. 10 each were issued at premium of Rs. 8.81 resulting in increase in share capital by Rs. 14,450,000 (Rs. 13,800,000) and share premium by Rs. 12,720,450 (Rs. 12,157,800). As at the year end Nil (1,445,000) warrants are outstanding, which are pending to be converted into equity shares at the option of promoters. Upfront money of Rs. Nil (Rs. 6,795,113) paid against these warrants is reflected as 'Equity share warrants'.

2. Provision for decline other than temporary in the value of investments

The Company has made provisions for decline in the value of investments in eCapital Solutions (Bermuda) Limited, Leading Edge Infotech Limited and Applisoft Inc. aggregating Rs. 6,034,595,454 upto the year end March 31, 2012 (includes part provision of Rs 5,607,966,375 against carrying value of investment of Rs 6,064,716,375 in eCapital Solutions (Bermuda) Limited). Carrying, value at investment in eCapital Solutions (Bermuda) Limited as on March 31, 2012 is Rs. 456,750,000.

During the year, the management has carried out the business valuation of its step down subsidiary, Trigyn Technologies Inc, a subsidiary of the Company's subsidiary, eCapital Solutions Bermuda Limited, from an Independent valuer. Based on the valuation report, the Board of Directors believes that the diminution in value, other- than-temporary, in the carrying value of its investment in eCapital Solutions Bermuda Limited has been adequately provided for.

3. Segment Information

The Company has only one reportable segment- "Communications and information technology staffing support services" - in terms of Accounting Standard 17 "Segment Reporting" mandated by Rule 3 of the Companies ("Accounting Standards") Rules, 2006. Based on the location of the customer, the Company has only one reportable geographical segment, i.e. United States of America.

4. Related Party disclosures :

a) Name of related parties and nature of relationship:

i) Subsidiary companies Leading Edge Infotech Limited eCapital Solutions (Bermuda) Limited

Applisoft Inc. (till May 18, 2010 as company was voluntarily liquidated)

ii) Step down subsidiary companies

Trigyn Technologies (India) Private Limited Trigyn Technologies Europe GmbH Trigyn Technologies Inc

iii) Entity which has a substantial interest in the Company United Telecoms Limited

iv) Key management personnel (KMP)

R. Ganapathi

v) Others - Entities in which United Telecoms Limited has significant influence, with whom transactions have been entered into.

Andhra Networks Limited

Promuk Hoffmann International Limited

(a) The above remuneration to Chairman and Executive Director does not include contribution to gratuity fund and provision for Leave encashment, as these are lump sum amounts for all relevant employees based on actuarial valuation.

(b) Since no commission is payable during the year, computation of net profit for the year under section 198 of the Companies Act, 1956 has not been given

5. Employee Stock Option Plans

(a) The 1998 Employee Stock Option Plan

The 1998 Employees Stock Option Plan ('the Plan') provided for the issue of options up to 5% of the paid up equity share capital at a minimum exercise price of Rs 265 per equity share, with a vesting period of 36 months from the date of grant of option. In 2002, the Company revised the Plan, whereby the options granted to the employees would vest in four equal installments from the date of the grant of the options.

(b) Employee Stock Option Plan 2000

In June 2000 the shareholders of the Company approved the Employees Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of the Company including its subsidiaries and affiliates. These options would vest equally over a period of four years, with a minimum vesting period of one year from the date of the grant of these options.

During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to employee of its subsidiary, at an exercise price of Rs 380 per option and the prevalent market price of the shares, on the date of grant of these options was Rs 394.3 per share.

In the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the step down Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares, if opted for are to vest after a lock in period of one year from the date of grant of the said stock options.

The period for exercise of the option has been extended to May 6, 2020

During the previous year, in terms board resolution passed in board meeting and remuneration committee meeting held on May 7, 2010 the Company granted 100,000 stock options convertible into equivalent amount of equity shares at an exercise price of Rs. 22.40 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi (Chairman and Executive Director) The vesting period for same is within one year from the date of the grant.

*The expected rate of return on plan assets is based on expectation of the average long term rate of return expected on investment of the fund during the estimated term of the obligations.

**The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors such as supply and demand factors in the employment market. The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario.

These balances are carried forward in the financial statements and would be written off upon compliance with formalities with Reserve Bank of India.

The Company had, in earlier years, applied to Reserve Bank of India for condonations/ permissions in respect of certain non-compliances relating to non-realisation of export debtors. These applications are pending disposal. Most of these non-compliances were a result of the persistent down trend in the past in the software industry, particularly in the United States, which was the largest customer market for the Company. These unrealised balances included in sundry debtors have been fully provided in earlier years.

6. The Company derives significant part of its revenue from its step down subsidiary, Trigyn Technologies Inc, which has contracts with United Nations. One of its significant contracts with United Nations is due to expire on October 31, 2012. The management is hopeful for the long term renewal of the contract.

7. Previous year figures

a) The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

b) The figures in brackets represent those of the previous year.

Mar 31, 2010

1. Background

Trigyn Technologies Limited (TTL or the Company) was incorporated on March 25, 1986. TTL has its software development center in Mumbai, India (the Head Office) and the Company operates in US through its subsidiary Trigyn Technologies Inc.

I). Employee stock option plan 2000

In June 2000 the shareholders of the Company approved the Employees Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of the Company including its subsidiaries and affiliates. These options would vest equally over a period of four years, with a minimum vesting period of one year from the date of the grant of these options. The Company has reconstituted a compensation committee as prescribed by the SEBI guidelines in March 2005, for the purpose of administering this Plan.All the options have been granted at 100% of fair value unless otherwise stated speceifically.

During the year ended March 31, 2001, the Company issued 156,060 options including 34,250 options to empolyee of its subsidiary, at an exercise price of Rs 380 per option and the prevalent market price of the shares, on the date of grant of these options was Rs 394.3 per share.

In the AGM held on 30 December 2003, the Company passed a resolution to grant Mr. Homiyar Panday, President - US Operations and Employee of the step down Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of 240,000 stock options convertible into equivalent amount of equity shares in one tranche at an exercise price of Rs.10/- per equity share. These shares., if opted for, are to vest after a lock in period of one year from the date of grant of the said stock options. The Company has accordingly provided the price differential in its books of accounts in terms of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999.

The period for excerise of the option has been extended to May 6, 2020

2. Regulatory matters

The Company had, in earlier year, applied to Reserve Bank of India for condonations / permissions in respect of certain non-compliances relating to non-realisation of export debtors. These applications are pending disposal. Most of these non-compliances were a result of the persistent down print in the past in the software industry, particularly in the United States, which was the largest customer market for the Company. These unrealised balances included in sundry debtors have been fully provided in earlier years.

3. The Company is presently depended on business from its wholly owned step down subsidiary, Trigyn Technologies Inc. As at the balance sheet date, the Company has confirmed business for more than a year and the subsidiary company is confident of sourcing long term confirmed business beyond that period. The management is also actively pursuing business from other sources by the way of concerted marketing efforts.

4. Contingent Liabilities

Guarantees given by bank on behalf of the company Rs 72,048,000 (2009: Rs 52,170,000) to United Nations.

5. Related party transactions

Details of related parties including summary of transactions entered into by the Company during the year ended March 31, 2010 are summarized below:

Names of related parties:

Subsidiary Companies Key Management Personnel

Leading Edge Infotech Limited

eCapital Solutions (Bermuda) Limited R. Ganapathi

Applisoft Inc Refer note 13 below

Step down Subsidiary Companies

Trigyn Technologies (India) Private Limited

Trigyn Technologies Europe GmbH

Trigyn Technologies Inc

eCapital Solutions (Mauritius) Limited

(till December 30,2009 as company voluntary liquidated)

eVector (Cayman) Limited

eVector Inc. USA

eVector (India) Private Limited

eVector (UK) Limited

Entity which has a substantial interest in the Company

United Telecom Limited

Transactions with Key Management Personnel:

For remuneration paid to Directors, refer note no. 12 (i) to schedule 16 to the financial statements

6. Applisoft Inc, a step down subsidiary had made an application during the year for the voluntary winding up. The winding up proceeding were completed subsequent to the year end. However, this has no impact on these financial statements.

7. During the year the Company allotted 41,40,000 preference warrants to the promoters, which are convertible in to equity shares at the option of the holders, at a premium of Rs 8.81 per shares. The options for conversion are exercisable within 18 month from the date of issue. The promoters had paid upfront amount of Rs 19,468,350 representing 25% of the issue price. During the year, the promoter exercised the option to convert 1,315,000 preference warrants into equity shares. Accordingly 1,315,000 equity shares were issued at premium of Rs. 8.81 resulting in increase in share capital by Rs 13,150,000 and share premium by Rs. 11,585,150. Balance amount of upfront money of Rs. 13,284,563 (2,825,000 share warrants) against which options are pending reflected as Equity share warrant.

8. The Company is in process of identifying Micro, Small and Medium Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. Hence disclosure relating to amounts unpaid as at the year end together payable with interest thereon has not been given.

9. The current assets, loans and advances are stated at the value, which in the opinion of the Board, are realisable in the ordinary course of the business. Current liabilities and provisions are stated at the value payable in the ordinary course of the business.

10. The balances of certain amounts under loans and advances, debtors and creditors are subject to confirmation/ reconciliation and consequential adjustment, if any. The management does not, however, expect any significant impact on the financial statements on this account.

11. Provision for income tax represents, tax paid in USA in respect of New Jersey branch.

12. There is no provision for current tax liability as the Company has unabsorbed brought forward losses / depreciation under the Income tax act, 1961. As the Company carries on its business from Special Economic Zone the provisions of section 115 JB of the Income Tax Act, 1961 (Minimum Alternate Tax) are not applicable to the Company.

13. Prior year comparatives

Prior year figures have been reclassified to conform to current years presentation.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article