Tricom India Ltd Directors Report.

Directors Report

Dear Members,

Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Particulars

Consolidated

Standalone

2015-2016 2014-2015 2015-2016 2014-2015
Total Income from Operations 2651.75 3834.14 2545.50 2540.27
Interest 1093.90 1015.79 862.52 863.66
Depreciation 1772.23 1914.30 1143.40 1206.24
Profit before Taxation -1831.59 -2347.47 -1145.21 -1599.49
Provisions for Taxes 1.48 191.16 0 139.87
Exceptional Items -4853.69 1711.30 1003.31 917.44
Profit after Taxes -6686.76 -4249.93 -2148.52 -2656.80
Balance brought forward -2419.30 1891.04 -2419.30 -1891.04
Prior Period Income 0 0 0 0
Appropriations 0 0 0 0
Profit carried to Balance Sheet -6686.78 4249.92 -2148.52 -2656.79
Earnings per share -8.44 -4.14 -2.71 -3.35

2. Brief description of the Companys working during the year/State of Companys affair:

During the year the consolidated income from operations was Rs.2651.75 lacs as compared to income from operations of Rs.3834.16 Lacs during the previous financial year. The consolidated Loss was Rs.6686.76 Lacs as compared to loss of Rs.4249.93 Lacs during the previous financial year.

The standalone total income from operations was Rs.2545.50 Lacs as compared to total income from operations of Rs.2540.27 Lacs during the previous financial year. The standalone Loss was Rs.2148.52 Lacs as compared to loss of Rs.2656.80 Lacs during the previous financial year.

3. Dividend:

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2015-16.

4. Reserves:

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital:

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2016 was Rs. 158410900. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme

6. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company Mrs. Chetna Kothari Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.

During the year under review, Mr. Rajesh Panamburkar was ceased to be a Director (Independent) w.e.f. 14th November, 2015.

7. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in the In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings:

During the year Ten Board Meetings and Three Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:-

The Independent Directors of the Company, at their meeting (without the attendance of Non -Independent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-Independent Directors and the Board of the Company taking into account the views of Executive Directors and Non -Executive Directors and based on attendance record and intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management .

10. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration policy is attached as (Annexure- II).

11. Details of Subsidiary:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries is given in Form AOC-I as Annexure- III

Name of Tricom LPO Private Ltd which is Wholly Owned Subsidiary of Tricom India Ltd has been Struck off from the Register of Companies as per Section 560(5) of Companies Act, 1956 w.e.f. 4th August, 2016 and the Company is dissolved. Hence it is ceased to be a Subsidiary of Tricom India Ltd.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

12. Auditors:

The Board proposes the re-appointment of M/s Koshal & Associates, Chartered Accountants, Mumbai as Statutory Auditors, based on the recommendations of the Audit Committee, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has received letter from him to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting. Members are requested to consider the appointment of M/s. Koshal & Associates, Chartered Accountant, Mumbai, for the current year, on a remuneration to be decided by the Board of Directors.

13. Auditors Report:

Qualifications mentioned in Auditors Report which are as follows:-

• Non compliance of Section 205(1A) of the Companys act,1956:- Due to liquidity crunch faced by the Company, there has been a delay in payment of dividend to some shareholders.

• Non provision of interest amount:- Due to severe financial crisis, the Company has requested some of the lenders to waive off some part of their interest on loan and negotiation on said matter is going on between the Company and the lenders. On the basis of discussion with lenders, management feels that no interest provision is required on loan from some of the lenders. However, if any interest provision is required as per final negotiation it will be made as and when required.

14. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. Jaanvi Joshi & Associates, Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The report is self-explanatory and our reply to the comments is as follows:-

• During the year we did not get a suitable candidate for the post of Company Secretary and Chief Financial Officer in our Company as required in terms of section 203(1) of the Companies Act, 2013. We ensure you as soon as we get a suitable candidate we will appoint immediately.

• During the year we did not have Internal Auditor, we will appoint Internal Auditor as soon as we will get a suitable candidate.

• The Company is in the process of searching of Independent Director. Whenever the Company will appoint Independent Director, the Company will reconstitute its Audit Committee and Nomination and Remuneration Committee.

• The Company has not filed Financial Statement for the year ended March 31, 2015 due to overlook.

• Due to cash crunch the Company has not paid listing fees to National Stock Exchange for the year 2015-2016.

• As mentioned by the Secretarial Auditor there is a dispute between Company and Ahmadabad Stock Exchange for delisting of its securities and the matter is under dispute. Hence Company has not complied with the Listing Agreement with Ahmadabad Stock Exchange.

• As mentioned by the Secretarial Auditor we have paid/ partially paid/ replied to each notices received by us under section 74(1) and Section 74(3) of the Companies Act, 2013;

• The Company has received multiple notices under section 433 and 434 of the Companies Act, 1956 for default of repayment as Company is facing financial difficulty.

• Prosecution has been filed under Section 58A(10) of the Companies Act, 1956 against the Company due to non compliance of CLB order dated 24.07.2014. In this regard the Company had made partial payment to some of the FD holders whose names are listed under said order for which hearing took place on 18.07.2014.

15. Vigil Mechanism/Whistler Blower Policy :

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism/ Whistler Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistler Blower Policy has been uploaded on the website of the Company at www.tilinfo.com under http://www.tilinfo.com/Policies.aspx.

16. Risk Management Policy:

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

17. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE V .

18. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There is no Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

20. Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The Audit Committee of the Board addresses issues if any, raised by Auditor.

21. Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Rs. 2,94,56,569/-

(b) remained unpaid or unclaimed as at the end of the year; 19,29,74,385/-

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year; Principle - Principle 19,66,99,921/- Interest-1,26,46,438/-

(ii) maximum during the year; Principle 19,29,74,385/- Interest 90,48,649/-

(iii) at the end of the year; Principle 19,29,74,385/- Interest 90,48,649/-

The Company has complied with all the requirements of Chapter V of the Act except 73(2)(C), 73(3) and 74(1) (b) of the Companies act, 2013.

The Company has filed an application under section 74(2) of the Companies Act, 2013 to the Honorable Company Law Board for extension of time to repay deposits on 09.10.2014 and on amendment of the Company Law Board regulation, 1991 vide order no. F.No. 113/36/2001-CLB dated 28th January,2015 (the order"), the Company once again submitted a petition in the revised format on 31st March, 2015 to the Honorable Company Law Board thereby seeking extension of time to repay deposits.

The Honorable Company Law Board had cancelled the order passed on 22nd January, 2016 for extension of time to repay deposits due to short payment made by the Company than the amount of payment per month as directed by CLB.

22. Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

23. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section

(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure VI

24. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in extension of time to repay deposits shall be annexed with the report.

25. Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016.

26. Disclosures:

Audit Committee:

Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak and Mr. Chetan Kothari upto 14th November, 2015. The company is in the process of appointment of Independent Director. As soon as the Company will appoint Indpendent Director Audit Committee of the Company will be reconstituted.

27. Obligation of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year Company has not received any complaint of harassment.

28. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Of Energy:

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. Technology Absorption And Research & Development:

Your Company develops software to provide efficient Business Process Outsourcing services to its customers. The systems team of your Company does continuous research and development for up gradation of the software, in order to provide better services to its clientele. Your Company also develops software products to process the data required for providing services to its customers.

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 2494.88 lakh and the total foreign exchange earned was Rs. 158.04 lakh.

29. Corporate Social Responsibility (CSR):

Corporate Social Responsibility Committee comprises three members namely Mr. Chetan Kothari, Mr. Paresh Pathak and Mrs. Chetna Kothari. This CSR Committee reviews and restates the Companys CSR policy in order to make it more comprehensive and aligned with the activities specified in Schedule Vll of the Companies Act, 2013.

As per Section 135(5) of the Companies Act, 2013 and applicable rules made there under, Company is required to spend in every financial year at least 2% of average net profits of the company made during the three immediately preceding financial years.

In this regard CSR committee after discussion arrived to the conclusion that our Company is not required to spend 2% of average net profits of the company made during the three immediately preceding financial years as Company has incurred average net loss during the three immediately preceding financial years.

Annual Report on CSR activities annexued herewith as Annexure VII

30. Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

31. Directors Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Acknowledgements:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Registered Office: By Order of the Board
Tricom House, Gandhi Estate
Safed Pool, Andheri Kurla Road,
Andheri (East), Mumbai-400072 Chetan Kothari Chetna Kothari
CIN:L65910MH1992PLC068953 Managing Director Director
Place: Mumbai
Date: September 3, 2016