The Directors have pleasure in presenting the Twenty Sixth Annual
Report together with the audited accounts of the company for the year
ended 31st March, 2012.
Financial Results for the period ended March 31, 2012 are given below:
(Rs. In lakhs)
Item Year ended Year ended
March 31, March 31,
Income from operations 3008.45 2746.92
Other Income 487.72 184.11
Total Revenue 3496.17 2931.03
Operating and Other Expenses 2733.14 2297.29
Depreciation 93.72 89.73
Profit before Tax 669.31 544.00
Tax Expenses 147.77 0.00
Profit after Tax 521.54 544.00
Add : Exceptional Items 0.00 0.00
Net Profit 521.541 544.00
REVIEW OF OPERATIONS
During the year under review the income from operations was Rs. 3008.45
lakhs higher by about 9.52% against Rs. 2746.92 lakhs in previous
year. Deducting there from the expenditure incurred and Rs. 93.72 lakhs
for Depreciation, the Net Profit for the year stood at Rs. 521.54
lakhs.The net gain on foreign currency transactions and translations
accounted for Rs. 357.82Lakhs. The expenditure on account of Taxation
amounted to Rs. 147.77 Lakhs.
Your Company has improved performance in the current fiscal and
foresees a better future outlook.
TRANSFER TO RESERVES & DIVIDEND
In view of the carried forward losses the Board of Directors of your
Company do not recommend any dividend for the year under review.
The Company has not made any transfer to the reserves during the year
Exemption from attaching the Balance Sheets, etc. of the Subsidiary
Companies with the Balance Sheet of the Company
The Ministry of Corporate Affairs (MCA) has vide its circular no.
02/2011 dated 8th February, 2011, granted a general exemption under
Section 212(8) of the Companies Act from attaching copies of the
Balance Sheet, Profit and Loss Accounts, Directors'' Report and
Auditors'' Report of its subsidiary companies with the Balance Sheet
of the Company, subject to fulfillment of certain conditions. In terms
of the said circular, copies of the Balance Sheet, Profit and Loss
Account, Report of the Board of Directors and the Report of the
Auditors of the Subsidiary Companies have not been attached to the
Balance Sheet of the Company. The Company has presented Consolidated
Financial Statements comprising Trigyn Technologies Limited and its
subsidiaries duly audited by the Statutory Auditors of the Company. The
Consolidated Financial Statements prepared by the Company are in
compliance with the Accounting Standard AS-21 as prescribed by the
Companies (Accounting Standards) Rules, 2006 and the Listing Agreement
with the Stock Exchanges. The Annual Accounts and related documents of
all the Subsidiary Companies shall be made available for inspection to
the shareholders of the Company and its subsidiaries at the Registered
Office of the Company from Monday to Friday during the working hours.
The Company will also make available physical copies of such documents
upon request by any Member of the Company or its subsidiaries
interested in obtaining the same and the same would also be made
available on the website of the Company. A statement under Section 212
(8) is annexed to this report as Annexure II.
MANAGEMENT DISCUSSION & ANALYSIS:
The Management Discussion & Analysis Report as annexed hereto and form
an integral part of this report.
Your Company has not accepted any deposit within the meaning of Section
58A and 58AA of the Companies Act, 1956 during the years ended on March
31, 2012 and doesn''t have any outstanding public deposits.
Mr. R. Ganapathi was appointed as Executive Directors of the Company
with effect from April 1, 2012 for a period of Three years subject to
the approval at the ensuing Annual General Meeting. Ms. P. Bhavana Rao
was appointed as Executive Director for a period of three years with
effect from April 1, 2012. Her remuneration being within the limits of
Section 198 read with Sections 309, 310 and 269 and Schedule XIII part
B the approval of Remuneration Committee and Board of Directors of the
Company were duly accorded.
Mr. Maulik Shah, Mr. Vivek Khare and Mr. C.V. Rao directors of the
Company who retire by rotation under Article 124 of the Article of
Association of the Company, being eligible for re-appointment, offer
themselves for re-appointment. A brief resume of the above mentioned
Directors being appointed are attached to the Notice for the ensuing
Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 217 (2AA) of the Companies Act,
1956, in relation to the Annual Statement of Accounts for the Financial
Year 2011-2012, your Directors state and confirm that:
1. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. your 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 of
the Company for that year;
3. your Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 as amended, for safeguarding the
assets of the company and for preventing and detecting frauds and other
4. your directors have prepared the annual accounts on a going
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 set out in Annexure I to this report.
A Report on Corporate Governance for the year 2011-12 is given
separately in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
With a noble cause to help the deserving people in the society, during
the year, your Company has donated Rs.560,000/- to the charitable
institutions engaged in the activity of medical Centre, upliftment of
the down trodden and assisting the old age people.
The donation amount is within the limits prescribed under Section
293(1) (e) of the Companies Act, 1956.
a) Auditors Report:
The Auditors Report form part of the Annual Report and your Directors
are pleased to inform that there are no qualifications in the Auditors
Report for the year ended March 31, 2012.
b) Appointment of Auditors
M/s. Price Waterhouse, Chartered Accountants, the existing Auditors
retire at the ensuing Annual General Meeting of your Company. They have
expressed their unwillingness in writing to be re-appointed as Auditors
of the Company. It is therefore proposed to appoint M/s. Ford, Rhodes,
Parks & Co., Chartered Accountants as statutory auditors of the
Company. M/s. Ford, Rhodes, Parks & Co., Chartered Accountants has
shown their willingness to be appointed as statutory auditors of your
Company are qualified to be appointed under Section 224(1B) of the
Companies Act, 1956. A resolution seeking your approval for the
appointment of the said auditors has been included in the Notice
convening the Annual General Meeting.
The Company has no employee whose Information is required to be given
under the provisions of section 217 (2A) of the Companies Act, 1956 and
the rules framed there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY
Your company consumes electricity only for the operation of its
computer and administration of its offices. Though the consumption of
electricity is negligible as compare to the total turnover of the
company, your company always endeavors to take effective steps to
reduce the consumption of electricity.
RESEARCH & DEVELOPMENT
a) Specific areas in which R&D carried out by the Company N.A.
b) Benefits derived as a result of the above R&D N.A.
c) Future plan of action N.A.
d) Expenditure on R&D N.A.
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
The Company has not absorbed any new technology during the year under
review. The statement pursuant to Sec 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Reports
of Board of Directors) Rules, 1988 is hereunder
a) Efforts made towards technology absorption, adaptation and
b) Benefits derived as a result of the above efforts N.A.
c) Information regarding Imported Technology N.A.
C. FOREIGN EXCHANGE EARNING/OUTGO:
The foreign exchange earnings of your Company during the year were Rs.
285,473,559/-(Previous year Rs. 272, 349,741/-) while the outgoings
were Rs. 62,706,382/- (Previous year Rs.39, 360,422/-).
The Directors wish to place on record their appreciation of the
contribution made by employee 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 provided by the Company''s Bankers, Customers, Vendors, SEEPZ,
regulatory and government authorities in India and abroad.
For Trigyn Technologies Limited
Chairman and Executive Director
Date August 27, 2012