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Trigyn Technologies Ltd.

BSE: 517562 Sector: IT
NSE: TRIGYN ISIN Code: INE948A01012
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OPEN 73.35
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VOLUME 4350
52-Week high 165.50
52-Week low 63.10
P/E 94.81
Mkt Cap.(Rs cr) 225
Buy Price 73.00
Buy Qty 35.00
Sell Price 73.70
Sell Qty 760.00
OPEN 73.35
CLOSE 74.45
VOLUME 4350
52-Week high 165.50
52-Week low 63.10
P/E 94.81
Mkt Cap.(Rs cr) 225
Buy Price 73.00
Buy Qty 35.00
Sell Price 73.70
Sell Qty 760.00

Trigyn Technologies Ltd. (TRIGYN) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting to you the Thirty Second Annual Report ofTrigyn Technologies Limited (the “Company” or “TTL”) along with theaudited financial statements for the financial year ended March 312018. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.

1. SUMMARY OF FINANCIAL RESULTS

Financial Results for the period ended March 312018 are given below:

(' In lakhs)

Particular

STANDALONE

CONSOLIDATED

Year ended March-18 Year ended March-17 Year ended March-18 Year ended March-17
Total income 6182.68 5582.86 68451.34 67915.29
Operating expenses 6010.15 5404.06 62329.58 61186.17
Earnings before interest tax depreciation and amortisation (EBITDA) 172.52 178.80 6121.76 6729.12
Other Income 54.20 99.02 51.42 58.65
Interest and finance charges 36.46 28.90 79.70 91.95
Depreciation 105.89 61.06 108.22 68.26
Profit before Exceptional and Extraordinary item and before taxes 84.38 187.86 5985.26 6627.56
Exceptional Items - 52.96 - 0.01
Profit/(loss) before tax 84.38 134.91 5985.26 6627.56
Taxation 37.91 51.79 2038.30 2723.93
Net profit / (loss) after tax for the period 46.47 83.11 3946.97 3903.63
Other comprehensive income 19.27 31.95 70.16 (363.59)
Total comprehensive income 65.73 115.07 4017.13 3540.03

2. COMPANY'S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenueof ' 6182.68 lakhs as compared to ' 5582.86 lakhs in the previous year. The net profiton standalone basis stood at ' 46.47 lakhs as compared to ' 83.11 lakhs in the previousyear.

During the year under review on a consolidated basis your company achieved TotalRevenue of ' 68451.34 lakhs as compared to ' 67915.29 lakhs in the previous year. Thenet profit on consolidated basis stood at ' 3946.97 lakhs as compared to ' 3903.63 lakhsin the previous year.

For the year ended March 31 2018 on standalone basis EPS stood at ' 0.16/- and onConsolidated basis EPS stood at ' 13.22/-.

3. DIVIDEND

In view to conserve the resources for future expansion your Directors does notrecommend any dividend for the year under review.

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. However during the year 2018-19 Company has received ' 1.50 Cr from Ms.Bhavana Rao in May 2018 (' 50 Lakhs each on 3rd 8th and 14th May) as a short term loanfor period of 3 months. The loan was repaid on 9th August 2018.

5. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profitand loss account.

6. CAPITAL REDUCTION

The Company vide board resolution dated 9th July 2016 had considered andapproved the proposal to write off its accumulated losses as on 31st March2016 amounting to ' 52825.91 Lakhs against the Securities Premium account balance of '66102.27 Lakhs as on that date with a view to give true and fair view of books of accountsof the company. Thereafter company made application to National Company Law Tribunal(NCLT) for their necessary approval and received Order dated 5th October 2017approving the proposal. The company has during year ended 31st March 2018given effect to above order from NCLT.

7. 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 financial positionbetween the end of the financial year and date of report.

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 the trainingis 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 2017-18 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:

Non-Executive Directors Ratio to Median Remuneration
Mr. CH V. V. Prasad 0.14
Mr. Vivek Khare 0.28
Dr. B.R. Patil 0.28
Mr. A. R. Ansari 0.28
Mr. Mohan Narayanan 0.19
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja 0.16
Mr. Kodumudi Sambamurthi Sripathi 0.16
Ms. Bhavana Rao*** 0.05
Executive Directors
R. Ganapathi 25.71

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

Directors* Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. CH V. V. Prasad (45)
Mr. Vivek Khare 33
Dr. B.R. Patil 100
Mr. A. R. Ansari 9
Mr. Mohan Narayanan -
Dr. Raja Mohan Rao -
Mr. Pradeep Kumar Panja* 133
Mr. Kodumudi Sambamurthi Sripathi** 133
Ms. Bhavana Rao*** (98)
R. Ganapathi -
Mr Amin Bhojani 5
Mr. Parthasarathy Iyengar (resigned w.e.f. June 7 2018) 3

*Mr. Pradeep Kumar Panja appointed as a director on November 12016

** Mr. Kodumudi Sambamurthi Sripathi appointed as a director on October 212016

*** Ms. Bhavana Rao was an executive Director till February 6 2017 and became anon-executive director with effect from February 7 2017

The above percentage increase in the remuneration is excluding onetime bonus of ' 3Lakhs to Mr. Amin Bhojani and ' 2 Lakhs to Mr. Parthasarathy Iyengar respectively.

c. The percentage increase in the median remuneration of employees in the financialyear: 7.8 %

d. The number of permanent employees on the rolls of Company: 353 as on March312018

e. Average percentile increase 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 7.8 %. However during the course of the yearthe total increase is approximately 8.01 % after accounting for promotions and increasein hiring salaries for trainees. Increase in the managerial remuneration including KeyManagerial Personnel's for the year was 5.15%.

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 the Company:

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. In terms ofthe proviso to section 136 (1) of the Act the reports and accounts are being sent to theshareholders excluding the aforesaid Annexure. The annexure is open for inspection at theRegistered Office of the Company. Any shareholders interested in obtaining a copy of thesame may write to the Company Secretary.

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 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 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.

11. 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

• Capability Maturity Model Integration (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.

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 312018. 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 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 Company.

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. i n 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 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 and effectiveduring the financial year 2017-18.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company Ms. Bhavana RaoNon-Executive Director of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer herself for reappointment.

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. Subramaniam 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 (Rs.) Reimbursement of expenses incurred for attending the Meetings of the Company (Rs.) Any other transaction (Rs.)
Mr. Ch. V.V. Prasad 1.20 - NIL
Mr. Vivek Khare 2.40 2.13 NIL
Dr. B. R. Patil 2.40 3.30 NIL
Mr. A. R. Ansari 2.40 2.24 NIL
Mr. Mohan Narayanan 1.60 1.41 NIL
Dr. Raja Mohan Rao - - 21.65
Mr. Pradeep Kumar Panja 1.40 2.26 NIL
Mr. Kodumudi Sambamurthi Sripathi 1.40 8.49 NIL
Ms. Bhavana Rao 0.40 - 7.68

Sitting fees is ' 20000 per meeting for Board and committee meetings Criteria ofmaking 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 Non-Executive Director of the Company for the year under review wasappointed as employee of Trigyn Technologies Inc a wholly owned subsidiary of the Companyand is paid remuneration from the wholly owned subsidiary of the Company. Ms. Bhavana Raowas appointed 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 at http://www.trigyn.com/Investors/CodesandPolicies/CriteriaForMakingPaymentToNonExecutiveDirectors.aspx.

Pursuant 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 forattending meetings of the Board or Committee thereof or any other meeting as may berequired to discharge their duties as Directors not exceeding the limits prescribed underCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as may be applicable from time to time.

• Reimbursement of actual expenses incurred: NEDs may also be paid / reimbursedsuch sums incurred as actuals for travel incidental and / or actual out of pocketexpenses incurred by such Director / Member for attending Board / Committee / any othermeetings / business of 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. Parthasarathy IyengarCompany Secretary and Mr. Amin Bhojani Chief Financial Officer. During the year underreview there has been no change in the Key Managerial Personnel. Mr. ParthasarathyIyengar resigned w.e.f. June 7 2018.

16. NUMBER OF MEETINGS OF BOARD

The Company's Board of Directors met four times during the year 2017-18 and therequired information was placed before the Board. The Board Meetings took place on May 162017 August 04 2017 November 08 2017 and February 08 2018. For details of themeetings of the board please refer to the corporate governance report which forms a partof this report.

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 Management Committee.

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.

I n 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 other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport 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 36th AnnualGeneral 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 312018 and have issued the Auditors'Report thereon. There are no qualifications or reservations or adverse remarks ordisclaimers 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 2019 and accordinglythey will continue to be the Statutory Auditors of the Company for Financial Year endingMarch 312019.

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 2017-18.

23. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Auditors Report and Secretarial Auditors 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.

24. 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.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

26. 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 Form AOC- 2 (Annexure I ) and the same forms part of this report.

27. 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 projectsfor the benefit of weaker sections of the society and the same has been approved by theCSR Committee and the Board of Directors of the Company. The Corporate SocialResponsibility (CSR) policy of the Company provides a road map for its CSR activities. Thepurpose of CSR Policy is to devise an appropriate strategy and focus its CSR initiativesand lay down the broad principles on the basis of which the Company will fulfill its CSRobjectives.

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 (CorporateSocial Responsibility Policy) Rules 2014. The policy is available on the website of theCompany.

28. EXTRACTS OF ANNUAL RETURN

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

29. 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:

http://www.trigyn.com/Investors/CodesandPolicies/FamiliarisationProgrammeforIndependentDirecectors.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: http://www.trigyn.com/Investors/CodesandPolicies/RelatedPartyTransactionPolicy.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:

http://www.trigyn.com/Investors/CodesandPolicies/WhistleBlowerPolicy.aspx).

30. 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 ascompare to the total turnover of the company your company always endeavors to takeeffective steps to reduce the consumption of electricity.

a) The steps taken or impact on conservation of energy N.A.
b) The steps taken by the company for utilizing alternate sources of energy N.A.
c) The capital investment on energy conservation 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 ' 4825.27/-(Previous year ' 5141.61/) while the outgoings were ' 901.37/-(Previous year '1497.69/-).

31. 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 a 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 regards. The Certificate will be placed at theAGM for inspection by the members which is also attached to this report.

32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review your Company was in compliance with theprovisions relating to corporate governance as provided under the Listing Regulations. Thecompliance report is provided in the Corporate Governance section of this Annual Report.The auditor's certificate on compliance with the conditions of corporate governance of theSecurities and Exchange Board of India (Listing Requirement and Disclosure Obligations)Regulations 2015 (Listing Regulations) forms part of this Report.

33. 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 2017-18 and Notice of the 32nd Annual General Meeting are sent to allmembers whose email addresses are registered with the Company / Depository Participant(s).For members who have not registered their email addresses physical copies are sent in thepermitted mode.

34. 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 10 2018