DIRECTORSYour Directors present the Twenty Fourth Annual Report and audited statement ofaccounts of Trigyn Technologies Limited for the year ended March 31, 2010.
FINANCIAL RESULTS:
| | (Rs. In Lakhs) |
| Item | Year ended March 31, 2010 | Year ended March 31, 2009 |
| Income from operations | 2528.13 | 2105.32 |
| Other Income | 177.89 | 354.41 |
| Depreciation | 79.86 | 55.17 |
| Other Expenditure including Personnel costs | 1946.61 | 1395.07 |
| Profit before Tax | 679.55 | 980.52 |
| Fringe benefit tax | 0.80 | 8.32 |
| Profit after tax | 678.75 | 971.94 |
| Add : Exceptional Items | 409.65 | 60.92 |
| Net Profit | 1088.40 | 1032.85 |
| Add: Balance Brought Forward | (61025.91) | (62058.77) |
| Balance To Be Carried Forward | (59937.52) | (61025.91) |
OPERATIONS :
During the year under review, the Company achieved a net turnover of Rs.2528.13 lakhsas against Rs.2105.32 lakhs in the previous year. Deducting there from the expenditureincurred and Rs.79.86 lakhs for Depreciation, the operations of your Company resulted into a profit of Rs.678.75 lakhs. Adding thereto Rs.409.65 lakhs towards exceptional items,your company has earned net profit of Rs.1088.40 lakhs.
In terms of the SEBI (ICDR) Regulations, your Company issued and allotted 41,40,000warrants to United Telecoms Limited (UTL), the Promoters, on preferential basis, eligiblefor conversion within 18 months from the date of allotment i.e. December 4, 2009, in toequal number of equity shares of Rs.10/- each at a premium of Rs.8.81 per share.
The first tranche of warrants was exercised by UTL by conversion of 13,15,000 warrantson March 31, 2010. The amount mobilized by preferential issue of shares was utilized formeeting working capital needs.
Your Directors are confident that in view of the aforesaid financial commitment by thePromoters, your Company will continue to be a debt free Company with an improvedperformance in the current fiscal and foresee a better future outlook.
CHANGES IN SHARE CAPITAL:
The Company has issued and allotted 2,03,250 equity shares to the employees under ESOP2000 and 13,15,000 equity shares to UTL on conversion of warrants. Consequent to allotmentof the equity shares, as stated above, the paid up share capital of your Company hasincreased to Rs.26,52,37,360/-.
DIVIDEND:
In view of carried forward losses, your Board of Directors do not recommend anydividend.
SUBSIDIARIES:
As required under section 212 of the Companies Act, 1956, the financial statements ofthe subsidiaries, other than the one having implications of liquidation, are enclosedalongwith the Annual Report. The appropriate provision for losses of these subsidiarieshas been made by the Company, wherever required.
As a part of ongoing restructuring of Trigyn Group by closing the dormant subsidiaries,Applisoft Inc., USA and eCaptial Solutions (Mauritius) Ltd. were voluntary wound up as perthe certificate issued by the respective regulatory authorities.
Particulars of loans /advances and investment in its own shares by listed companies,their subsidiaries, associates etc. required to be disclosed in the annual report of theCompany pursuant to clause 32 of the Listing Agreement and loans and advances in thenature of loans to subsidiaries are given in the statement of accounts forming part of theAnnual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
The Management Discussion & Analysis Report as annexed hereto and forms an integralpart of this report.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits and as such, no principal or interestamount is outstanding as on the Balance Sheet date.
CERTIFICATIONS
Your Company has been accredited with CMMI VER 1.2 Level 3 certification, implyingstrong management practices and processes in place aiding in planning and execution ofprojects.
Your Company also has an accreditation from Microsoft Corporation as the"Microsoft Gold Certified Partner" in the area of Custom Development Solutionand Data Management Solution, recognizing the highest level of technological excellence,market place impact and satisfaction of customers through Microsoft products andservices".
Your Company has also entered into a Channel Partner Agreement with EMC Corporation,USA to provide services related to Content Management EMC Software. This Partnership willenable your Company to provide product implementation, customization, transition andbuilding solution around the products for various verticals.
During the year your Company has successfully renewed and certified with ISO 9001:2008.
DIRECTORS:
Mr. Vivek Khare was appointed as Additional Director of the Company w.e.f. October 6,2009 subject to the approval of the members at the ensuing Annual General meeting.
Mr. Richard Raja resigned from the Directorship of the Company w.e.f. October 6, 2009and the Board places on record it’s appreciation for the contribution made by himduring his tenure.
In accordance with the provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. C. V. Rao, Dr. C. Rao Kasarabada and Mr. Vivek Kulkarniretires by rotation and being eligible offers themselves for the re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act 1956, the Directors confirm that : i)The annual accounts have been prepared as per the applicable accounting standards, alongwith proper explanations relating to material departures.
ii) Appropriate accounting policies have been selected and applied consistently andjudgements and estimates have been made that are reasonable and prudent, so as to give atrue and fair view of the state of affairs of the Company as at March 31, 2010 and of theprofit & loss account for the year ended March 31, 2009.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
EMPLOYEE STOCK OPTION PLAN (ESOP):
Details required to be provided under the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are setout in Annexure I to this Report. In the interest of the employees the ESOP 2000, has beenextended up to May 6, 2020.
CORPORATE GOVERNANCE:
A Report on Corporate Governance for the year 2009-10 is given separately in the AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY
With a noble cause to help the deserving people in the society, your Company hasdonated Rs.50,000/- to Dwarkamai Charitable Trust, Shirdi engaged in the activity ofupliftment of the down trodden and assisting the old age people. The donation amount , iswithin the limits prescribed under Section 293(1)(e) of the Companies Act, 1956.
AUDITORS QUALIFICATIONS :
The Auditor’s remarks in the Auditor’s Report are self explanatory. Themanagement is taking appropriate measures to rectify the same.
EXCEPTIONAL ITEMS
In consultation with the Auditors, provisions for doubtful debt no longer required ofRs. 5.32 crores and Rs. 1.23 crores towards provisions for doubtful loans was written backnetting off to Rs. 4.09 crores for the year ended March 31, 2010.
AUDITORS:
M/s Price Waterhouse, Chartered Accountants, have confirmed their willingness andeligibility for their re-appointment as Statutory Auditors for the financial year 2010-11subject to approval of members at the ensuing Annual General Meeting.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities that are being carried on by your Company, rule 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, concerning conservation of energy and technology absorption, respectively,are not applicable to your company. Your company is, however, making all efforts forreducing energy consumption at office facilities by installing computer systems designedfor low power consumption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The foreign exchange earnings of your Company during the year were Rs.25,28,12,830/-(Previous year Rs. 21,05,31,511/-) while the outgoings were Rs.90,97,109/- (Previous yearRs.93,11,510/-).
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956:
Information to be provided under section 217(2A) of the Companies Act, read with theCompanies (Particulars of Employees) Rules 1975 as amended from time to time forms a partof this report. However as per the provisions of section 219 (1)(b)(iv) of the Act, thereport and accounts are being sent to all the members excluding the statement containingthe particulars of employees to be provided under section 217(2A) of the Act. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company for a copy.
ACKNOWLEDGEMENTS:
Your Directors gratefully acknowledge the contributions made by the employees towardsthe success of your Company.
Your Directors are also thankful for the co-operation and assistance received from itsshareholders, customers, vendors, bankers, SEEPZ, regulatory and Government authorities inIndia and abroad.
On behalf of the Board of Directors
R. Ganapathi
Chairman and Executive Director
Mumbai,
Date: August 13, 2010
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE COMPANY’S CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its Directorsincluding Executive Directors, Non-Executive Directors and Senior Management Officials,which is available on the Company’s web site.
I confirm that the Company has in respect of the financial year ended March 31, 2010,received from the Senior Management Officials of the Company and the Members of the Board,a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, Senior Management Officials means personnel on thekey management positions in the Company as on March 31, 2010.
| For Trigyn Technologies Limited |
| Mumbai | R. Ganapathi |
| August 13, 2010 | Chairman and Executive Director |
Annexure I
INFORMATION REGARDING EMPLOYEE STOCK OPTION PLAN
| | (As on March 31, 2010) |
| Sr. | Particulars | ESOP – 2000 | ESOP – 1998 |
| 1 | Number of stock options granted | 9,78,000 | 31,000 |
| 2 | Pricing Formula | Market Price | Rs.265 per option or prevailing market price whichever is higher |
| 3 | Number of options vested | 7,01,150 | 4,000 |
| 4 | Number of options exercised | 1,82,500 | 1,875 |
| 5 | Total number of shares arising as a result of exercise of option | 1,82,500 | 1,875 |
| 6 | Number of options cancelled / lapsed | 150 | 25,125 |
| 7 | Variation of terms of options | Nil | Nil |
| 8 | Money realized by exercise of options | Nil | Nil |
| 9 | Total number of options in force | 4,92,750 | 4,000 |
| 10 | employee wise details of options granted to: | | |
| (i) senior managerial personnel | Mr. Homi Panday – 240000 Mr. Thomas Gordon – 150000 | Nil |
| (ii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year. | Nil | Nil |
| (iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant | Same as (i) above | Nil |
| 11 | diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share | 3.88 | 3.88 |
| 12 | Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between theemployee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. | Nil | Nil |
| 13 | Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise priceeither equals or exceeds or is less than the market price of the stock | No options were granted during the year | No options were granted during the year |
| 14 | A description of the method and significant assumptions used during theyear to estimate the fair values of options, including the following weighted-average information: | Nil | Nil |
| (i) risk-free interest rate, | Nil | Nil |
| (ii) expected life, | Nil | Nil |
| (iii) expected volatility, | Nil | Nil |
| (iv) expected dividends, | Nil | Nil |
| (v) the price of the underlying share in market at the time of option grant.(in Rs.) | Nil | Nil |