(d) Rights, preferences and restrictions attached to shares -
Equity shares: The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The group declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Preference Shares: The Company''''s authorized capital is divided in equity share capital & preference share capital. However the company has not yet issued any preference share. as in the previous years. The company and the group have a good presence in the market and a good clientele. Considering various measures taken by the company, the profits have accrued and the accumulated losses are reduced
1. Public deposit:
The Company has not accepted any deposit within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. The Auditors has relied upon management representation in this regards.
2. The company has reviewed all the pending litigation and is of the opinion that no further provision is required impacting the financial position of the company
3. Long term contracts and derivatives contract:
The Company assessed its long term contracts. There are no foreseeable losses on such contracts. The company does not have any derivative contracts
4. Investor Education and Protection Fund:
During the year there is no amount required to be transferred to Investor Education and Protection Fund by the Company.
5. Previous year figures
a) The previous year figures have been reclassified to conform to this year’s classification wherever required.
b) The figures in brackets represent those of the previous year.
1. Contingent Liabilities:-
a) Bank Guarantee for Contract performance are as follows:-
i. HDFC Bank Guarantee $ 1,000,000/-
secured against Bank FD of Rs. 74,930,795.71
ii. Punjab National Bank $ 6,83,800/- secured against mortgage of
property for charge of 63.32 crs & Bank FDs of Rs. 28,216,884.
b) Disputed statutory liabilities under Income tax Act for various
years aggregates to Rs. 32,63,84,127/-.
The company has fled / is in process of fling appeal / rectification to
various IT authority in his respect.
2. Segment Information Business Segment:
a) 90% of the revenue relate to staff augmentation, therefore no
reporting under primary business segment is required.
Geographical Segment:
b) 90% is from U.S.A, therefore no geographical segment is required.
(a) The above remuneration to Chairman & Executive Director and an
Executive Director does not include contribution to gratuity fund and
provision for Leave encashment, as these are lump sum amounts for all
relevant employees based on actuarial valuation.
(b) ESOP issued to Chairman ? refer note 34(b)(i)
3. Employee Stock Option Plans
(a) The 1998 Employee Stock Option Plan
(i) The 1998 Employees Stock Option Plan (''the Plan'') provided for the
issue of options up to 5% of the paid up equity share capital at a
minimum exercise price of Rs 265 per equity share, with a vesting
period of 36 months from the date of grant of option. In 2002, the
Company revised the Plan, whereby the options granted to the employees
would vest in four equal installments from the date of the grant of the
options.
(b) Employee Stock Option Plan 2000
In June 2000 the shareholders of the Company approved the Employees
Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of
the Company including its subsidiaries and affiliates. These options
would vest equally over a period of four years, with a minimum vesting
period of one year from the date of the grant of these options.
In the AGM held on 30 December 2003, the Company passed a resolution to
grant Mr. HomiyarPanday, President - US Operations and Employee of the
Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of
240,000 stock options convertible into equivalent amount of equity
shares in one tranche at an exercise price of Rs.10/- per equity share.
These shares, if opted for, are to vest after a lock in period of one
year from the date of grant of the said stock options.
The original 100,000 options issued in the year 2010-11 to Mr. R.
Ganapathi (Chairman and Executive Director) at exercise price of Rs.
22.50 were forfeited during the year 2013-14.
In terms resolution passed in remuneration committee meeting held on
August 19, 2013 the Company granted 100,000 stock options convertible
into equivalent amount of equity shares at an exercise price of Rs.
7.15 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi
(Chairman and Executive Director). The vesting period for same is four
year from the date of the grant. The member of the Company have amended
the exercise price so as to ensure that exercise price is not below
face value and in cases where the market price is below face value the
face value shall be the exercise price. Thus the 100,000 stock options
granted to Mr. R. Ganapathi is exercisable at Rs. 10/- per share.
Presented below is a summary of the Company''s balance 2000 stock option
plan activity during the years ended 31 March 2015.
C. Defined contribution plan :
The Company has recognized Rs. 11,930,713 (Rs. 11,900,112) towards
contribution to provident fund and Rs. 49,968 (Rs. 53,206) towards
employee state insurance plan in the Statement of Profit and Loss.
4. Following balances in the accounts relating to subsidiaries and
Step down subsidiaries which were wound up / liquidated / under
liquidation in the earlier years are fully provided for: -
*Liquidated
These balances are carried forward in the financial statements and would
be written off upon compliance with formalities with Reserve Bank of
India.
Ecapital Solutions (Bermuda) Ltd was wholly owned subsidiary of Trigyn
Technologies Ltd.
Ecapital Solutions (Bermuda) Ltd has been wound up as on 12th March
2014 as per the applicable laws in the country of registration. To give
the effect of winding up and distribution of assets on liquidation, the
company has received the following:
1) Equity Shares 1009 shares in Trigyn Technologies Inc (USA), valuing
INR 903,740,000
2) Equity Shares 1,471,024 in Trigyn Technologies (India) Pvt Ltd
valuing to INR 580,935.
3) Amount due from Trigyn Technologies Inc. (USA) USD 1,019,271
equivalent to INR 60,911,641 and
4) Cash of INR 6,600
After giving effect to the above in F.Y. 2013-14, the excess provision
for diminution in the value of investment in Ecapital Solutions
(Bermuda) Ltd has been written back as an extraordinary item of INR
510,670,410 in the statement of Profit and loss of last year.
Process for obtaining necessary approval and permissions required to be
obtained from Reserve bank of India (RBI) under FEMA regulations are
under progress. Compounding or any other charges, if any will be
accounted as and when arises In view of this Investments, Loans
advances and provision for doubtful debts and impairment in the value
of investments, are retained in the stand alone books and other entries
are given effect to in the books of account subject to approval of RBI.
5. Exceptional item in current year represents :
a) Receipt of Rs.2,20,53,000/- from TTIPL which was provided for
earlier years.
b) Provision for doubtful advance of Rs.57,19,504/- given to indian
subsidiaries towards its expenditure.
6. As at 31st March 2015, the accumulated loss of Rs. 5,300,522,179
exceeds its networth. However the company has earned cash Profit before
depreciation and non cash exceptional items during the year as well as
in the previous years. The company and the group have a good presence
in the market and a good clientele. Considering various measures taken
by the company, the Profits have accrued and the accumulated losses are
reduced. In view of the above the accounts have been prepared on the
going concern basis.
7. Public deposit:
The Company has not accepted any deposit within the meaning of Sections
73 to 76 of Companies Act 2013 and the rules framed there under. The
Auditors has relied upon management representation in this regards.
8. Long term contracts and derivatives contract:
The Company assessed its long term contracts. There are no foreseeable
losses on such contracts. The company does not have any derivative
contracts
9. Investor Education and Protection Fund:
During the year there is no amount required to be transferred to
Investor Education and Protection Fund by the Company.
10. Previous year figures
a) The previous year figures have been reclassified to conform to this
year''s classification wherever required.
b) The figures in brackets represent those of the previous year.
1. GENERAL INFORMATION
Trigyn Technologies Limited (''TTL'' or ''the Company'') was incorporated
on March 25, 1986. TTL has its software development center in Mumbai,
India (''the Head Office'') and the Company operates in US through its
subsidiary Trigyn Technologies Inc.
2. Rights, preferences and restrictions attached to shares -
Equity shares: The Company has one class of equity shares having a par
value of Rs. 10 per share. Each shareholder is eligible for one vote
per share held. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of
liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential
amounts, in proportion to their shareholding.
Preference Shares: The Company''s authorised capital is divided in
equity share capital & preference share capital. However the company
has not yet issued any preference share.
(Figures in Rupees)
As at March As at March
31, 2014 31, 2013
3. CONTINGENT LIABILITIES AND
CAPITAL COMMITMENTS
(A) Claims against the Company
not acknowledged as debts
* Income tax matters 234,848,245 234,848,245
* Services tax matters 1,176,441 1,176,441
* Guarantees issued by banks
on behalf of the Company 100,623,888 91,531,368
336,648,574 327,556,054
(B) Capital commitments 122,280,000 122,280,000
Total 458,928,574 449,836,054
4. Segment Information
The Company has only one reportable segment- "Communications and
information technology staffing support services" - in terms of
Accounting Standard 17 "Segment Reporting" mandated by Rule 3 of the
Companies ("Accounting Standards") Rules, 2006. Based on the location
of the customer, the Company has only one reportable geographical
segment, i.e. United States of America.
5. Related Party disclosures :
a) Name of related parties and nature of relationship:
i) Subsidiary companies
Leading Edge Infotech Limited
Trigyn Technologies (India) Private Limited
Trigyn Technologies Inc.
eCapital Solutions (Bermuda) Limited (till March 12, 2014 as company
was voluntarily liquidated) Applisoft Inc. (till May 18, 2010 as
company was voluntarily liquidated)
Trigyn Technologies Europe GmbH (liquidated)
eVector (India) Private Limited (Liquidated)
Trigyn Technologies Limited UK (Liquidated in 2004)
eVector Inc. USA (Liquidated)
ii) Entity which has a substantial interest in the Company
United Telecoms Limited
iii) Key management personnel (KMP)
R. Ganapathi
Bhavana Rao
iv) Others - Entities in which United Telecoms Limited has significant
influence, with whom transactions has been entered into.
Andhra Networks Limited
Promuk Hoffmann International Limited
(b) Employee Stock Option Plan 2000
In June 2000 the shareholders of the Company approved the Employees
Stock Option Plan 2000 ("the 2000 Plan"), which covers the employees of
the Company including its subsidiaries and affiliates. These options
would vest equally over a period of four years, with a minimum vesting
period of one year from the date of the grant of these options.
In the AGM held on 30 December 2003, the Company passed a resolution to
grant Mr. Homiyar Panday, President - US Operations and Employee of the
Subsidiary Company, Trigyn Technologies Inc., upto a maximum limit of
240,000 stock options convertible into equivalent amount of equity
shares in one tranche at an exercise price of Rs. 10/- per equity
share. These shares, if opted for, are to vest after a lock in period
of one year from the date of grant of the said stock options.
The original 100,000 options issued in the year 2010-11 to Mr. R.
Ganapathi (Chairman and Executive Director) at exercise price of Rs.
22.50 were forfeited during the year 2013-14.
In terms resolution passed in remuneration committee meeting held on
August 19, 2013 the Company granted 100,000 stock options convertible
into equivalent amount of equity shares at an exercise price of Rs.
7.15 per equity share under ESOP 2000 Scheme to Mr. R. Ganapathi
(Chairman and Executive Director). The vesting period for same is four
year from the date of the grant. The Board of Directors subject to
approval of the member of the Company have amended the exercise price
so as to ensure that exercise price is not below face value and in
cases where the market price is below face value the face value shall
be the exercise price. Thus the 100,000 stock options granted to Mr.
R. Ganapathi is exercisable at Rs. 10 per share.
