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Trigyn Technologies Ltd.

BSE: 517562 Sector: IT
NSE: TRIGYN ISIN Code: INE948A01012
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OPEN 101.90
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VOLUME 15632
52-Week high 218.60
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P/E 305.15
Mkt Cap.(Rs cr) 310
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OPEN 101.90
CLOSE 100.15
VOLUME 15632
52-Week high 218.60
52-Week low 86.65
P/E 305.15
Mkt Cap.(Rs cr) 310
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trigyn Technologies Ltd. (TRIGYN) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting to you the Thirty Fifth Annual Report ofTrigyn Technologies Limited (the

"Company" or "TTL") along with the audited financial statements forthe financial year ended March 31 2021. The consolidated performance of the Company andits subsidiaries has been referred to wherever required.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31 2021 are given below:

Particular STANDALONE CONSOLIDATED
Year ended March-21 Year ended March-20 Year ended March-21 Year ended March-20
Total income 8823.15 7624.01 98541.42 91054.58
Operating expenses 8193.14 6975.44 88977.34 82492.06
Earnings before interest tax depreciation and amortisation (EBITDA) 630.01 648.57 9564.08 8562.52
Other Income 814.01 1709.86 265.04 475.77
Interest andfinancecharges 194.66 166.45 271.58 221.61
Depreciation 305.82 207.12 309.52 208.73
ECL & Provisions for doubtful advances 347.18 838.16 347.18 838.16
Profit before Exceptional and Extraordinary item and before taxes 596.36 1146.66 8900.83 7769.78
Exceptional Items (8.45) - - -
Profit/(loss)before exceptional items and tax 587.91 1146.66 8900.83 7769.78
Taxation 287.27 525.81 2683.54 2759.42
Net profit/(loss) after tax for the period 300.64 620.85 6217.29 5010.36
Other comprehensive income 55.93 (56.10) (678.81) 2258.70
Total comprehensive income 356.57 564.75 5538.48 7269.06

2. COMPANY’S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenueof Rs. 8823.15 lakhs as compared to Rs. 7624.01 lakhs in the previous year. The netprofit on standalone basis stood at Rs. 300.64 lakhs as compared to Rs. 620.85lakhs in the previous year.

During the year under review on a consolidated basis your company achieved TotalRevenue of Rs. 98541.42 lakhs as compared to Rs. 91054.58 lakhs in the previous year.The net profit on consolidated basis stood at Rs. 6217.29 lakhs as compared to Rs.5010.36 lakhs in the previous year.

For the year ended March 31 2021 on standalone basis EPS stood at Rs. 0.98/- and onConsolidated basis EPS stood at Rs. 20.20/-.

3. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2021 is Rs. 307857360divided into 30785736 equity shares of Rs. 10/- each. The paid-up share capital of theCompany held by the Promoters is 44.51% as on March 31 2021 all in dematerialized form.

The Company has not issued any equity shares with differential rights sweat equityshares or bonus shares. The Company has only one class of equity shares with face value ofRs. 10 each ranking pari passu.

4. DIVIDEND

In view to conserve cash/resources for the growth/future expansion your Directors doesnot recommend any dividend for the year under review.

5. DEPOSIT FROM PUBLIC

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

6. TRANSFER TO RESERVES

The Board of Directors has been decided to transfer NIL amount to General Reserve inthe financial 2022.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT

Impact of the CoVID-19 pandemic on the business:

In the month of March of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activities. This hascaused interruption in economic activities and poised challenges in logistics and abilityto maintain smooth operations of the Company.

The Company is a player into ITES industry and also operates as system integrator intovarious smart city projects of Governments. Although the effect of pandemic were feltsince last year by the industry across the Company continued to move forward at ameasured pace.

The overall impact of CoVID-19 on the businesses of the Company has varied depending onhealth and socioeconomic measures taken at the Government levels and hence cannot bereliably predicted.

Ability to maintain operations and schedule for restarting operations

As an ITES activities are concerned the Company was able to operate with the work forceworking from home. All the on-site government projects were suspended. After gettingnecessary permission from the Government and authorities these projects will start as pergovernment guidelines and approvals. The Company possesses its ability and readiness tostart its temporarily suspended projects however this also depends upon externalinterruptions which cannot be reliably forecasted at this point of time.

Operations during lockdown

Your Company is committed to follow all the Government directives and guidelines andensures health and safety of all the work force of the Company.

Work from home facility is provided to most of the employees and they are advised to bein touch with their immediate supervisors for any kind of support during any emergencysituation. Various measures are taken by the HR Department to keep the health (physicaland mental) of employees positive.

To estimate the further impacts in terms of numbers will become very speculativehowever the company has made and is also making every effort to come out of this situationand move fast forward.

Estimation of the future impact of CoVID-19 on its operations

The suspended government projects are likely to have significant financial impact onthe operations of the Company.

Also the Company predict substantial drop in new business avenues in the forthcomingcouple of quarters. The payment for the completed Government project will be deferred andwill result in increase in cost of project capital. There will be fewer new projects andthe Company foresee halt in the bids in which the Company was a bidder.

To estimate the further impacts in terms of numbers is very speculative however thecompany is making every effort to come out of this situation and move fast forward.

Details of impact of CoVID-19 on certain performance parameters -

Performance Parameters Impact
Capital and Financial resources Financial resources will be stretched to an extent of non-payment for the completed Government Projects and suspended Projects.
Profitability There will be an impact on the profitability of the Company and its details and . estimatescanonlybeascertaineduponconductionofafinancial audit
Liquidity position The delay in payment will create liquidity crunches however the Company is committed to impose rigorous cashflow controls.
Ability to service debt and other financing arrangements The Company has manageable long-term debts like Finance Lease Obligation.
The Company will wherever possible try to renegotiate and mitigate the risk.
Assets No major impact on the Assets used for ITES however the work-in-progress assets and other assets used in the system integration projects will be impacted.
Internal financial reporting and All the internal financial reporting and controls are in place and continues to function as usual.control The Company will use all the available measures to ensure that the risk is minimised.
Supply chain Due to restriction in the movements of goods and people the system integration projects will be strained. However post lockdown period the availability of skilled labour needs to be evaluated. The Company will use all the available measures to ensure that the risk is minimised.
Demand The demand of new projects will be lower as there will be cut in Government spending on non-essential projects.

8. HUMAN RESOURCE MANAGEMENT

Human Resource has always been the prime focus at Trigyn. The organization stronglybelieves that human resource is the key factor to achieve success in the business. AtTrigyn we recruit train and recompense people according to a strategy that aims toorganize our businesses effectively; accelerate development of our people; grow andstrengthen our leadership capabilities; and enhance employee performance through strongengagement. Regular feedbacks are obtained from every participant to determine whether thetraining is effective or any further training is needed.

In order to cater to the efficiency of the employees Trigyn aids them inCertification. Trigyn also provides for online courses to the employees so that they canperform more efficiently.

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

9. SEXUAL HARASSMENT AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Sexual Harassment Committee through which we address complaints ofsexual harassment at the workplace. The Company has zero tolerance for sexual harassmentat workplace and thus has adopted a policy on prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rulesthereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2020-21 the Company has received no complaints on sexualharassment.

10. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details are required to befurnished pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are as given below:

a. The ratio of the remuneration of each Director to the median remuneration of theemployees of the

Company for the financial year:

Directors Ratio to Median Remuneration
Mr. CH V.V. Prasad 0.17
Mr. Vivek Khare 0.31
Dr. B.R. Patil 0.31
Mr. A. R. Ansari 0.35
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja# 0.19
Mr. Kodumudi Sambamurthi Sripathi 0.21
R. Ganapathi (Chairman & Non-Executive Director from 1st October 2019) 3.98*
R. Ganapathi (Chairman & Executive Director upto 30th September 2019) -
Mr. Dilip Hanumara -
Ms. Bhavana Rao -
  • Includes Sitting Fees Rs. 1.40 Lakhs & Consultancy Fees (in Professional Capacity) Rs. 40.00 Lakhs
  • # Mr. Pradeep Kumar Panja resigned from the position of Independent Director in the FY 2021-22 w.e.f. July 1 2021
  • b. The percentage increase in remuneration of each Director Chief Executive Officer Chief Financial Officer Company Secretary in the financial year:
Directors Chief Executive Officer Chief FinancialOfficerand Company Secretary % increase in remuneration in the financial year
Mr. CH V.V. Prasad 28.57
Mr. Vivek Khare -
Dr. B.R. Patil 220.00
Mr. A. R. Ansari 28.57
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja# (9.09)
Mr. Kodumudi Sambamurthi Sripathi -
Ms. Bhavana Rao -
Mr. R. Ganapathi (Chairman & Non-Executive Director from October 1 2019) 95.28*
Mr. R. Ganapathi (Chairman & Executive Director upto September 30 2019) (100.00)
Mr. Dilip Hanumara -
Mr. Amin Bhojani -
Mr. Mukesh Tank -

* Includes Sitting Fees Rs. 1.40 Lakhs & Consultancy Fees (in ProfessionalCapacity) Rs. 40.00 Lakhs. The above percentage increase in the remuneration is excludingbonus paid ESOP perquisite value and reimbursement of other expenses.

#Mr. Pradeep Kumar Panja resigned from the position of Independent Director inthe FY 2021-22 w.e.f. July 1 2021

c. The percentage increase in the median remuneration of employees in the financialyear:0%

d. The number of permanent employees on the rolls of Company: 501 as on March 312021

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

The average annual increase was around 1 %. However during the course of the year thetotal increase is approximately 1.51 % after accounting for promotions and increase inhiring salaries for trainees. Increase in the managerial remuneration including KeyManagerial Personnel’s for the year was 1 %.

The Management has changed Increment cycle from July to June to April to March.

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

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

g. The statement containing particulars of top ten employees and the employees drawingremuneration in excess of limits prescribed under Section 197(12) of the Act read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report and isavailable on the website of the Company at under Investor section Financial Reports. Interms of the proviso to section 136 (1) of the Act the reports and accounts are beingsent to the shareholders excluding the aforesaid Annexure. Shareholders interested inobtaining this information may access the same from the Company website or send a writtenrequest to the Company.

In accordance with Section 136 of the Companies Act 2013 the annexure is open forinspection at the Registered Office of the Company during business hours on all workingdays 21 days before the Annual General Meeting and copies may be made available inrequest.

h. Further In terms of rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 -

1. No employees were employed throughout the financial year were in receipt ofremuneration for that year which in the aggregate was not less than One Crore and Twolakh rupees per annum.

2. No employees were employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan Eight Lakh and Fifty Thousand Rupees per month.

3. No employees were employed throughout the financial year or part remuneration inthat year which in the aggregate or as the case may be at a rate which in theaggregate is in excess of that drawn by the Managing Director or Whole-Time Director andholds by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the Company.

11. CERTIFICATIONS ON ISO STANDARDS AND QUALITY FRAMEWORKS

Your Company continues journey of delivering value to clients through its rigorousdiscipline in adhering to ISO Standards and Quality Frameworks. Sustained commitment tohighest levels of quality and robust information security practices helped the Companyattain significant milestones during the year.

Your Company has adopted and achieved the following international standards and processimprovement framework for process definition and improvement:

• ISO 9001-2015

• ISO 27001:2013

• ISO 20000:2018

• CMMI DEV Version 2.0 ML 5*

Your Company also aims to achieve compliance with the ISO 14001:2015 EnvironmentalManagement standard in FY 2021-22 which will provide assurance to stakeholders that ourorganizations products services and processes meet the industry specific environmentalstandards.

Your Company has a strong mechanism for taking feedback from the Customers throughsatisfaction surveys. The feedback is analyzed across multiple dimensions to driveimprovement in Customer experience.

*Capability Maturity Model Integration (CMMI) Maturity Level 5.

12. STATE OF COMPANY’S AFFAIRS Strategy

Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while generating profitable growth for our investors. Duringthe year we continued to work on our vision and strengthened focus on our core competencearea of IT services. We also introduced a number of strategies for the overall growth andproductivity of the Company. The following are some of the broad areas covered by theseinitiatives:

Cost optimization

A series of measures have been initiated to yield high level of cost optimization. Thisincludes increasing offshore effort ratio deploying people in right jobs and eliminatingunnecessary costs.

Enhancing sales productivity

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

Delivery

The Delivery team has been strengthened further and it has started showing immediateresults in the form of positive feedback from customers. Our strategy is to leveragesoftware-based automation to deliver solutions and services to our clients in the mostcost-effective manner while at the same time optimizing our cost structure to remaincompetitive.

13. SUBSIDIARY COMPANIES

The Company has 4 subsidiaries as on March 31 2021. There are no associate companieswithin the meaning of Section 2(6) of the Companies Act 2013 ("Act"). There hasbeen no material change in the nature of the business of the subsidiaries.

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

Pursuant to the provisions of section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Companyat https://www.trigyn.com/investor-relations .

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c. they have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; e. they have laiddown internal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively; and

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company’s internal financial controls were adequate andeffective during the financial year 2020-21.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the

Company Ms. P. Bhavana Rao (DIN 02326788) Executive Director of the Company beinglongest in the office shall retire by rotation at ensuing 35th Annual GeneralMeeting of the Company and being eligible has offered herself for re-appointment. Aresolution seeking shareholders’ approval for her re-appointment forms part of theNotice.

Appointments and cessations of Directors & Key Managerial Personnel’s are asunder:

Appointments:

The Board of Directors approved the appointment of Ms. Lakshmi Potluri (DIN: 07382768)as an Additional Director to hold office upto the date of ensuing Annual General Meetingof the Company. A resolution seeking shareholders’ approval for her appointment as anIndependent Director of the Company forms part of the Notice. The Board recommend herappointment at the ensuing AGM.

Change in Directorship:

There was no change in directorship in the year 2020-21.

Cessation:

There were no cessation in directorship in the year 2020-21.*

*During the FY 2021-22 Mr. Pradeep Kumar Panja (DIN: 03614568) Independent Directorof the Company resigned from the position w.e.f. July 1 2021.

Your Company had appointed following Non-Executive (Independent) Directors pursuant toRegulation 17 of the Listing Regulations and they are not liable to retire by rotation asper Companies Act 2013 (the Act);

1. Mr. Atiqur Rahman Ansari (DIN 00200187)
2. Mr. Venkata Cherukuri Varaprasad (DIN 00556469)
3. Mr. Kodumudi Sambamurthi Sripathi (DIN 02388109)
4. Mr. Vivek Virendra Khare (DIN 02877606)
5. Dr. Bhiva Rao Rajdhar Patil (DIN 03279483)
6. Mr. Pradeep Kumar Panja## (DIN 03614568)

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (7) of Section 149 of the Act and Regulation 16 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. In terms of regulation 34(3) read withschedule V of listing regulations company has obtained a certificate from VKM &Associates practicing Company Secretaries confirming that none of the Directors on theBoard have been debarred or disqualified from being appointed or continuing as Director ofcompany either by SEBI or MCA or any other statutory authorities. The said certificate isannex with Annual Report (Annexure IV).

During the year the Non-Executive Directors of the Company had following pecuniaryrelationship or transactions with the Company.

(Rs. in Lakhs)
Names Sitting fees (Rs.) Reimbursement of expenses incurred for attending the Meetings of the Company (Rs.) Any other transaction** (Rs.)
Mr. Ch. V.V. Prasad 1.80 - -
Mr. Vivek Khare 3.20 0.24 -
Dr. B. R. Patil 3.20 0.40 -
Mr. A. R. Ansari 3.60 0.24 -
Dr. Raja Mohan Rao - - 13.03
Mr. Pradeep Kumar Panja## 2.00 0.02 -
Mr. Kodumudi Sambamurthi Sripathi 2.20 0.22 -
Mr. R. Ganapathi (Chairman & Non-Executive Director from 1st October 2019) 1.40 - 57.72*
R. Ganapathi (Chairman & Executive Director upto 30th September 2019) - - -
  • Includes Consultancy Fees (in Professional Capacity) Rs. 40.00 Lakhs & Reimbursement expenses Rs. 17.72 Lakhs
  • ** Include actual Reimbursement other than attending the meetings of the Company

## Mr. Pradeep Kumar Panja resigned from the position of Independent Director in the FY2021-22 w.e.f. July 1 2021

Criteria of making payments to Non-Executive Directors

Sitting fees is paid to Independent Woman and Non-Executive Directors. No sitting feesis paid to Executive Directors for attending the meetings of the Company. Dr. Raja MohanRao Non-Executive Director has waived his right to receive sitting fees for attending theboard/committee or any other meetings of the Company.

Ms. Bhavana Rao Executive Director of the Company for the year under review is anemployee of Trigyn Technologies Inc a wholly owned subsidiary of the Company and is paidremuneration from the wholly owned subsidiary of the Company. Ms. Bhavana Rao wasappointed as Executive Director of the Company with effect from May 17 2018 with NilRemuneration in your Company.

Mr. Dilip Hanumara Executive Director & Chief Executive Officer of the Company isalso a Director of Trigyn

Technologies Inc. a wholly owned subsidiary of the Company and is paid remunerationfrom the wholly owned subsidiary of the Company. Mr. Dilip Hanumara was appointed as anAdditional Director of the Company with effect from December 1 2019 with Nil Remunerationin your Company and the same was approved by the shareholders of the company in the 34thAnnual General Meeting 2019-20.

The Criteria of making payments to Non-Executive Directors can be viewed at the websiteof our company athttps://www.trigyn.com/investor-relations/codes-policies/criteria-for-making-payment-of-sitting-fee-to-non-executive-directorsPursuant to Regulation 46(2) (f) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") following are the criteria for making payments to Non –executiveDirectors of the Company:

Sitting Fee: The Non-executive Director(s) shall receive Sitting fees for attendingmeetings of the Board or Committee thereof or any other meeting as may be required todischarge their duties as Directors not exceeding the limits prescribed under CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as may be applicable from time to time.

Reimbursement of actual expenses incurred: NEDs may also be paid/reimbursed such sumsincurred as actuals for travel incidental and/or actual out of pocket expenses incurredby such Director/Member for attending Board/Committee/any other meetings/business of theCompany.

The above criteria and policy are subject to review by the Nomination &Remuneration Committee and the Board of Directors of the Company from time to time.

There are no convertible instruments held by or issued to Non-Executive Director.

Pursuant to the provisions of Section 203 the Key Managerial Personnel of the Companyare – Mr. Dilip Hanumara Executive Director &Chief Executive Officer (w.e.f.December 1 2019)

Mr. Mukesh Tank Company Secretary and Mr. Amin Bhojani Chief Financial Officer.

During the year under review there has been No changes in Key Managerial Personnel:

16. NUMBER OF MEETINGS OF BOARD

The Company’s Board of Directors met four times during the year 2020-21 and therequired information was placed before the Board. The Board Meetings took place on May 292020 August 14 2020 November 10 2020 and February 9 2021. For details of the meetingsof the board please refer to the corporate governance report which forms a part of thisreport.

17. COMMITTEES OF THE BOARD

Currently the Board has five committees

(1) Audit Committee

(2) Nomination/Remuneration/Compensation Committee

(3) Corporate Social Responsibility Committee

(4) Stakeholders Relationship & Grievance Committee and (5) Risk ManagementCommittee.

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

18. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI Listing Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The Board and the Nomination/Remuneration/Compensation Committee ("NRC")reviewed the performance of the individual Directors on the basis of the criteria such asthe contribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.

The framework of this evaluation includes but is not limited to the followingparameters:

• Peer evaluation

• Decision making

• Information flows

• Board dynamics and relationships

• Relationship with stakeholders

• Tracking boards and committee’s effectiveness

• Company’s performance and strategy

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

The Company’s policy on Directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors’ Report.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion &

Analysis which forms part of this report.

21. AUDIT COMMITTEE

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

22. AUDITORS

Statutory Auditors

Pursuant to section 139 of the Act your Company has appointed M/s Ford Rhodes Parks& Co LLP Chartered Accountants (Registration No. 102860W/W100089) as Auditors of theCompany to hold office for the period of five consecutive years from the conclusion of the31st Annual General Meeting of the Company till the conclusion 36thAnnual General Meeting to be held in the year 2022.

Ford Rhodes Parks & Co LLP Chartered Accountants has audited the book of accountsof the Company for the Financial Year ended March 31 2021 and have issued theAuditors’ Report thereon. There are no qualifications or reservations or adverseremarks or disclaimers in the said Report.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the Notice conveningthe ensuing AGM does not carry any resolution on ratification of appointment of StatutoryAuditors. However Ford Rhodes Parks & Co LLP Chartered Accountants has confirmedthat they are eligible to continue as Statutory Auditors of the Company to audit the booksof accounts of the Company for the Financial Year ending March 31 2021 and accordinglythey will continue to be the Statutory Auditors of the Company for Financial Year endingMarch 31 2021.

Secretarial Auditors

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board’s report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed form. The Board had appointed M/s Anmol Jha &Associates practicing Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for the Financial Year 2020-21.

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 requires every listed entity and its material unlisted subsidiariesincorporated in India shall undertake secretarial audit and shall annex with its annualreport (Annexure V) a secretarial audit report given by a company secretary inpractice in such form as may be specified.The Board had appointed M/s VKM &Associates practicing Company Secretaries to issue Annual Secretarial Compliance Reportfor the Financial Year ending March 31 2021.

Internal Auditors

Section 138 of the Companies Act 2013 and rules made thereunder requires every listedcompany to appoint an internal auditor who shall either be a chartered accountant or acost accountant or such other professional as may be decided by the Board to conductinternal audit of the functions and activities of the company. The Board had appointed V SParanjape & Associates LLP as Internal Auditor to conduct internal audit of theCompany for the Financial Year 2020-21.

23. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory Auditors Report does not contain any qualifications reservations oradverse remarks. Report of the Secretarial Auditor does not contain any qualificationsreservations or adverse remarks. report is given as an Annexure V.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would . needto be mentionedinthe Board’sreport

25. RISK MANAGEMENT

Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Board of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The development and implementation ofrisk management policy has been covered in the management discussion and analysis whichforms part of this report.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

27. TRANSACTIONS WITH RELATED PARTY

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

28. CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act 2013 the Company has framed itsCorporate Social Responsibility

(CSR) policy for the development of programs and projects for the benefit of weakersections of the society and the same has been approved by the CSR Committee and the Boardof Directors of the Company. The Corporate Social Responsibility (CSR) policy of theCompany provides a road map for its CSR activities. The purpose of CSR Policy is to devisean appropriate strategy and focus its CSR initiatives and lay down the broad principles onthe basis of which the Company will fulfill its CSR objectives.

Over the years we have been striving to achieve a finebalance of economicenvironmental and social imperatives while also paying attention to the needs andexpectations of our internal as well as external stakeholders.

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

29. EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2021 in Form MGT - 9in accordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttps://www.trigyn.com/investor-relations and is set out in Annexure III to thisReport.

30. PREVENTION OF INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations’) on prevention of insidertrading your Company has revised its Code of Conduct for regulating monitoring andreporting of trading by Designated Persons in line with the recent amendments brought bySEBI in the PIT Regulations.

Your Company also has a Code of practices and procedures of fair disclosures ofunpublished price sensitive information including a policy for determination of legitimatepurposes along with the Institutional Mechanism for prevention of insider trading andPolicy and procedures for inquiry in case of leak of unpublished price sensitiveinformation or suspected leak of unpublished price sensitive information.

Further your Company has in place adequate and effective system to ensure compliancewith the requirements given in these regulations to prevent insider trading.

31. DISCLOSURE REQUIREMENTS

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

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

Details of the familiarization programme of the Independent Directors are available onthe website of the Company(URL:https://www.trigyn.com/investor-relations/codes-policies/familiarisation-programme-for-independent-directors)Policy for determining material subsidiaries of the Company is available on the website ofthe Company (URL: https://www.trigyn.com/investors/codes-policies/policy-on-material-subsidiaries) Policy on dealingwith related party transactions is available on the website of the Company (URL:https://www.trigyn.com/investor-relations/codes-policies/related-party-transaction-policy)The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand Regulation 22 of Listing Regulations to report concerns about unethical behavior. Thedetails of the policy have been disclosed in the Corporate Governance Report which is apart of this report and also available onhttps://www.trigyn.com/investor-relations/codes-policies/whistle-blower-policy

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

Your company consumes electricity only for the operation of its computer andadministration of its offices.

Though the consumption of electricity is negligible as compare to the total turnover ofthe company your company always endeavors to take effective steps to reduce theconsumption of electricity.

a) The steps taken or impact on conservation of energy N.A.
b) The steps taken by the company for utilizing alternate sources of energy N.A.
c) The capital investment on energy conservation equipment’s N.A.
d) Expenditure on R&D N.A.

B. TECHNOLOGY ABSORPTION

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

a) Efforts made towards technology absorption N.A.
b) Benefits derived like product improvement cost reduction product development or import substitution N.A.
c) Information regarding Imported Technology N.A.
d) Expenditure on Research and Development Nil

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs. 6103.15 /-(Previous year Rs. 5419.45/) while the outgoings were Rs. 48.41/- (Previous year Rs.270.21/-).

The above foreign exchange earnings are excluding Dividend received during the year inforeign currency Rs. 728.76/- (Previous year Rs. 1454.34/-).

33. EMPLOYEE STOCK OPTION PLAN (ESOP)

Details required to be provided under the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 (SEBI ESOP Regulations) are available on yourCompany’s website.

The Company has obtained certificate from auditors certifying that the said ESOPscheme have been implemented in accordance with the SEBI ESOP Regulations and theresolutions passed by the members in these regards. The Certificate will be placed at theAGM for inspection by the members which is also attached to this report.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors reaffirm their continued commitment to good corporate governance reviewyour Company was in compliance with the provisions relating to corporate governance asprovided under the Listing Regulations. The compliance report is provided in the CorporateGovernance section of this Annual Report. The auditor’s certificate on compliancewith the conditions of corporate governance of the Securities and Exchange Board of India(Listing Requirement and Disclosure Obligations) Regulations 2015 (Listing Regulations)forms part of this Report.

35. GREEN INITIATIVES

On account of threat posed by COVID-19 and in terms of the MCA and SEBI Circulars weare not publishing the statutory disclosures in the print version of the Annual Report andonly the electronic form is sent to the registered email addresses of the shareholders.Electronic copies of the Annual Report 2020–21 and Notice of the 35thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/Depository Participant(s). For members who have not registered their emailaddresses can visit the website of the company www.trigyn.com or the website of theRegistrar and Transfer Agent www.kfintech.com for downloading the Annual Report and Noticeof the e-AGM.

36. ACKNOWLEDGEMENTS

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

Your Directors also wish to place on record their appreciation for the support providedby the Customer Vendors Investors Bankers SEEPZ regulatory and government authoritiesin India and abroad.

For and on behalf of the Board of Directors
R. Ganapathi
Chairman and Non-Executive Director
(DIN 00103623)
Place: Chennai
Date: August 11 2021

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