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Trigyn Technologies Ltd.

BSE: 517562 Sector: IT
NSE: TRIGYN ISIN Code: INE948A01012
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VOLUME 10744
52-Week high 63.00
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P/E 24.41
Mkt Cap.(Rs cr) 152
Buy Price 48.75
Buy Qty 5.00
Sell Price 53.70
Sell Qty 100.00
OPEN 51.80
CLOSE 50.65
VOLUME 10744
52-Week high 63.00
52-Week low 18.65
P/E 24.41
Mkt Cap.(Rs cr) 152
Buy Price 48.75
Buy Qty 5.00
Sell Price 53.70
Sell Qty 100.00

Trigyn Technologies Ltd. (TRIGYN) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting to you the Thirty Third Annual Report ofTrigyn Technologies Limited (the  "Company" or "TTL") along withthe audited financial statements for the financial year ended March 31 2019. Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 31 2019 are given below:

(Rs. In lakhs)
Particular STANDALONE CONSOLIDATED
Year ended March-19 Year ended March-18 Year ended March-19 Year ended March-18
Total income 12887.95 6182.68 89464.56 68451.34
Operating expenses 11580.73 6010.16 81006.33 62329.58
Earnings before interest tax depreciation and amortisation (EBITDA) 1307.22 172.52 8458.23 6121.76
Other Income 759.73 54.20 69.57 51.42
Interest and finance charges 56.93 36.46 108.69 79.70
Depreciation 120.77 105.89 121.91 108.22
Profit before Exceptional and Extra- ordinary item and before taxes 1889.24 84.38 8297.20 5985.26
Exceptional Items (454.85) - (454.85) -
Profit/(loss)before exceptional items and tax 1434.37 84.38 7842.35 5985.26
Taxation 1036.39 37.91 2997.08 2038.30
Net profit / (loss) after tax for the period 397.98 46.47 4845.27 3946.97
Other comprehensive income (46.07) 19.26 1327.13 70.16
Total comprehensive income 351.90 65.73 6172.40 4017.13

2. COMPANY'S PERFORMANCE

During the year under review on a standalone basis your company achieved Total RevenueofRs. 12887.95 lakhs as compared to Rs. 6182.68 lakhs in the previous year. The netprofit on standalone basis stood at Rs. 397.98 lakhs as compared to Rs. 46.47 lakhs in theprevious year.

During the year under review on a consolidated basis your company achieved TotalRevenue of Rs. 89464.56 lakhs as compared to Rs. 68451.34 lakhs in the previous year.The net profit on consolidated basis stood at Rs. 4845.27 lakhs as compared to Rs.3946.97 lakhs in the previous year.

For the year ended March 31 2019 on standalone basis EPS stood at Rs. 1.31/- and onConsolidated basis EPS stood at Rs. 15.98/-.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.75 per share (face valueRs. 10 per share) for consideration and approval by the Members at the ensuing AnnualGeneral Meeting.

The total dividend payout including dividend distribution tax amounts to Rs. 278.36Lacs.

4. 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.

5. TRANSFER TO RESERVES

The Board of Directors has been decided to transfer of Rs. 278.36 Lac (IncludingDividend Distribution tax) to General

Reserve in the financial year 2019-2020.

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

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

7. 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.

8. 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 2018-19 the Company has received no complaints on sexualharassment.

9. 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 ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year:

Non-Executive Directors Ratio to Median Remuneration
Mr. CH V.V. Prasad 0.14
Mr. Vivek Khare 0.33
Dr. B.R. Patil 0.14
Mr. A. R. Ansari 0.33
Mr. Mohan Narayanan 0.21
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja 0.19
Mr. Kodumudi Sambamurthi Sripathi 0.21
Executive Directors
R. Ganapathi 23.69
Ms. Bhavana Rao -

b. The percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the financial year:

Directors Chief Executive Officer and Chief Financial Officer % increase in remuneration in the financial year
Company Secretary
Mr. CH V.V. Prasad 1.67
Mr. Vivek Khare 16.67
Dr. B.R. Patil (50.00)
Mr. A. R. Ansari 16.67
Mr. Mohan Narayanan 12.50
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja 14.29
Mr. Kodumudi Sambamurthi Sripathi 28.57
Ms. Bhavana Rao (100.00)
R. Ganapathi -
Mr. Amin Bhojani 3.00
Mr. Parthasarathy Iyengar* (63.30)
Mr. Mukesh Tank** -

The above percentage increase in the remuneration is excluding bonus paid ESOPperquisite value and other reimbursement of expenses.

*Mr. Parthasarathy Iyengar was the Company Secretary up to June 7 2018 and thereafter**Mr. Mukesh Tank was appointed as the Company Secretary w.e.f. August 10 2018.

c. The percentage increase in the median remuneration of employees in the financialyear:7.64 %

d. The number of permanent employees on the rolls of Company: 380 as on March31 2019

e. Average percentile increases already made in the salaries of employees other thanthe managerial 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 8.47 %. However during the course of the yearthe total increase is approximately 8.02 % after accounting for promotions and increasein hiring salaries for trainees. Increase in the managerial remuneration including KeyManagerial Personnel's for the year was 6.00 %.

The management has changed the Increment period from April to March to July to June.

f. The key parameters for any variable component of remuneration availed by theDirectors: Not applicable as no Variable is paid to Directors.

g. Affirmation that the remuneration is as per the remuneration policy of theCompany:

The Company affirms remuneration is as per the remuneration policy of the Company. h.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 working days 21 daysbefore the Annual

General Meeting and copies may be made available in request.

i. 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 who 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 who were 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 thereof who werein receipt of remuneration in that year which in the aggregate or as the case may be ata rate which in the aggregate is in excess of that drawn by the Managing Director orWhole-Time Director and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.

10. INITIATIVES ON QUALITY AND INFORMATION SECURITY

Your Company continues journey of delivering value to clients through significantinvestments in quality and information security programs. Sustained commitment to highestlevels of quality and robust information security practices helped the Company attainsignificant 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

CMMI DEV Version 1.3 Level 5*

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) level 5.

11. 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.

12. SUBSIDIARY COMPANIES

The Company has 4 subsidiaries as on March 31 2019. 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-1 isattached to the financial statements of the Company.

Pursuant to the provisions of section 136 financial statements of theAct the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.

13. 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 sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls 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 and secretarial auditors andexternal consultants including audit of internal financial controls over financialreporting by the statutory auditors and the reviews management and the relevant boardcommittees including the audit committee the board is of the opinion that the

Company's internal financial controls were adequate and effective during the financialyear 2018-19.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company Mr. R. GanapathiExecutive Director & Chairman of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment.

During the year under review Mr. Parthasarathy Iyengar resigned from the position ofCompany Secretary and Compliance Officer of the Company w.e.f. June 7 2018.

The Board of Directors at their meeting held on August 10 2018 appointed Mr. MukeshTank as the Company Secretary and Compliance Officer of the Company w.e.f. August 102018.

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. Subramanian Mohan Narayanan (DIN 01510020)
4. Mr. Kodumudi Sambamurthi Sripathi (DIN 02388109)
5. Mr. Vivek Virendra Khare (DIN 02877606)
6. Dr. Bhiva Rao Rajdhar Patil (DIN 03279483)
7. 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.

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

Names Sitting fees (`) Reimbursement of expenses incurred for attending the Meetings of the Company (Rs. ) Any other transaction (`)
Mr. Ch. V.V. Prasad 1.22 - -
Mr. Vivek Khare 2.80 2.36 -
Dr. B. R. Patil 1.20 1.88 -
Mr. A. R. Ansari 2.80 3.48 -
Mr. Mohan Narayanan 1.80 1.70 -
Dr. Raja Mohan Rao - - 41.43
Mr. Pradeep Kumar Panja 1.60 1.64 -
Mr. Kodumudi Sambamurthi Sripathi 1.80 6.78 -

Sitting fees isRs. . 20000 per meeting for Board and committee meetings.

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 Director 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 was appointed asemployee 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.

The Criteria of making payments to Non-Executive Directors can be viewed at the websiteof our company athttps://www.trigyn.com/Investors/CodesandPolicies/CriteriaForMakingPaymentToNonExecutiveDirectors.aspxPursuant 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 to discharge their duties asDirectors not exceeding the limits prescribed under Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as may beapplicable 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 / businessof the Company.

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 shares or convertible instruments held by or issue to Non-ExecutiveDirector.

Pursuant to the provisions of Section 203 the Key Managerial Personnel of the Companyare – Mr. R. Ganapathi Chairman and Executive Director Mr. Mukesh Tank CompanySecretary and Mr. Amin Bhojani Chief Financial

Officer. During the year underreviewthere . has been no changeinthe Key ManagerialPersonnel

15. NUMBER OF MEETINGS OF BOARD

The Company's Board of Directors met four times during the year 2018-19 and therequired information was placed before the Board. The Board Meetings took place on May 172018 August 10 2018 November 05 2017 and February 05 2019. For details of themeetings of the board please refer to the corporate governance report which forms a partof this report.

16. 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 Management Committee.

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

17. 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

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

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the Directors' Report.

19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

20. AUDIT COMMITTEE

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

21. 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 the Company to holdoffice for the period of five consecutive years from the conclusion of the 31st AnnualGeneral Meeting of the Company till the conclusion 36th Annual General Meeting to be heldin 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 2019 and have issued the Auditors' Report thereon. Thereare no qualifications or reservations or adverse remarks or disclaimers in the saidReport.

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 2019 and accordinglythey will continue to be the Statutory Auditors of the Company for Financial Year endingMarch 31 2019.

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 Company Secretary inpractice in the prescribed form. The Board had appointed M/s Anmol Jha & Associatespracticing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial Year 2018-19.

22. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure IV which forms part of this report.

23. 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.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

25. 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.

26. 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 fine balance 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.

27. EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2019 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/Investors/33AGM201718.aspx and is Annexure III of this

Report.

28. 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.

Details of the familiarization programme of the Independent Directors are available onthe website of the Company (URL:https://www.trigyn.com/Investors/CodesandPolicies/FamiliarisationProgrammeforIndependentDirector.aspx).Policy for determining material subsidiaries of the Company is available on the website ofthe Company (URL:http://www.trigyn.com/Investors/CodesandPolicies/PolicyonMaterialSubsidiaries.aspx).

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

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 the revised Clause 49 of the Listing Agreements with stock exchanges (URL:https://www.trigyn.com/Investors/CodesandPolicies/WhistleBlowerPolicy.aspx).

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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. 4708.52/-(Previous year Rs. 4825.27/-) while the outgoings were ##RS. ##169.98/-(Previous yearRs. 901.37/-).

30. 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 your Company'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 this regard. The

Certificate will be placed at the AGM for inspection by the members which is alsoattached to this report.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT theircontinued Your Directors re affirm commitment to good corporate governance practices.During the year under review your Company was in compliance with the provisions relatingto corporate governance as provided under the Listing Regulations. The compliance reportis provided in the Corporate Governance section of this Annual

Report. The auditor's certificate on compliance with the conditions of corporategovernance of the Securities and

Exchange Board of India (Listing Requirement and Disclosure Obligations) Regulations2015 (Listing Regulations) forms part of this Report.

32. GREEN INITIATIVES

As in the previous years this year too we are publishing only the statutorydisclosures in the print version of the Annual Report. Electronic copies of the AnnualReport 2018–19 and Notice of the 33rd Annual General Meeting are sent to all memberswhose email addresses are registered with the Company / Depository Participant(s). Formembers who have not registered their email addresses physical copies are sent in thepermitted mode.

33. 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 Executive Director

Place: Mumbai

Date: August 12 2019

.