IIT Investrust Limited

DIRECTORS' REPORT

THE MEMBERS,

The directors submit twenty ninth annual report of Trigyn Technologies Limited (the "Company" or "TTL") along with the audited financial statements for the financial year ended March 31, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

2. COMPANY'S PERFORMANCE

During the year under review on a standalone basis your company achieved Total Revenue of Rs. 15,253.77 as compared to Rs. 16,312.04 lakhs in the previous year. The net profit on standalone basis stood at Rs. 2.24 lakhs as compared to Rs. 5,747.14 lakhs in the previous year. This was mainly due to exceptional items in the previous year.

For the year ended March 31, 2015 on standalone basis EPS stood at Rs. 0.00763/- and on Consolidated basis EPS stood at Rs. 8.33/-.

Your Company foresees a better outlook.

3. DIVIDEND

The Board of Directors of your Company is constrained to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs14,685,368 to the general reserve.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.

6. HUMAN RESOURCE MANAGEMENT

To ensure good human resource management at Trigyn, we focus in all aspects of the employee lifecycle. This provides a holistic experience for the employees as well. During their tenure at the company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channel to ensure that the feedback reach the relevant teams, including the leadership.

The Company continues to grow its global scale and footprint with a diverse talent base of 771 employees representing 18 nationalities, deployed across the globe. Efficient systems, processes and continuous investments in technology helps the Company manage this complexity of a large, distributed and diverse workforce

Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

d. The number of permanent employees on the rolls of Company: 771

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of approx. 9.7% in India. The individual increments varied from 2% to 41%, based on individual performance.

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

BSE - Bombay Stock Exchange Limited

ASE - The Ahmedabad Stock Exchange Limited

NSE - National Stock Exchange of India Limited

The Company made its maiden public issue in January 1995 and got its Equity Shares listed at the Stock Exchange, Mumbai (BSE) (now known as Bombay Stock Exchange Limited) and The Ahmedabad Stock Exchange (ASE) (non known as The Ahmedabad Stock Exchange Limited). The Equity Shares were admitted for trading at NSE on March 24, 1998.

During January 1995 the company issued to the public through a prospectus. 8,22,334 No. of equity shares of Rs. 10 each at a premium of Rs. 40 per share.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 9.7% after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 8.6%.

k. The key parameters for any variable component of remuneration availed by the directors: Not Applicable.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None of the employees drew remuneration in excess of the highest paid director during the year

m. 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.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company as none of the employees of the Company were drawing remuneration in excess of the limits specified.

7. QUALITY INITIATIVES:

Sustained commitment to highest levels of quality and robust information security practices helped the Company attain significant milestones during the year.

Trigyn has adopted and achieved the following international standards for process definition and improvement

• ISO 9001-2008

• CMMI - DEV Version 1.3 - Level 3

8. STATE OF COMPANY'S AFFAIRS

Strategy

During the year, we continued to work on our vision and strengthened focus on our core competence area of IT services. We also introduced a number of strategies for the overall growth and productivity of the Company. The following are some of the broad areas covered by these initiatives:

Cost optimization

A series of measures have been initiated to yield high level of cost optimization. This includes increasing offshore effort ratio, deploying people in right jobs and eliminating unnecessary costs.

Enhancing sales productivity

There is a considerable focus on the sales team for the purpose of acquiring large and profitable project. A new sales team is in place to bring more revenue yielding opportunities.

Delivery

The Delivery team has been strengthened further and it has started showing immediate results in the form of positive feedback from customers.

9. SUBSIDIARY COMPANIES

The Company has 3 subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been 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, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The names of companies which became Company' subsidiary / joint venture / associate company during the financial year 2014-15 are as under:

• Trigyn Digital Inc. (Canada) (step-down subsidiary. It is a subsidiary of Trigyn Technologies Inc. which is a wholly-owned subsidiary of Trigyn Technologies Limited).

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have 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 period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (the "Act"), which came into effect from April 1, 2014, Chi. V. V. Prasad, Mr. Vivek Khare, Dr. B. R .Patil, Mr. A. R. Ansari and Mr. Mohan Narayanan were appointed as Independent Directors at the Annual General Meeting of the Company held on September 26, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted the declaration that each of them meets the criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which affect their status as independent director during the year.

In accordance with the requirements of the Act and the Articles of Association of the Company, Ms. P. Bhavana Rao, retires by rotation and being eligible has offered herself for re-appointment.

Criteria of making payments to non-executive directors

Sitting fees is only paid to Independent and woman directors and no sitting fees is payable to any other nonexecutive or Executive Director for attending the meetings of the Company.

Any expenses incurred by the non-executive director for attending any meetings of the company or attending any business of the company is reimbursed by the company at actuals.

There are no shares or convertible instruments held by or issue to non-executive directors.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014 the appointments of Mr. R. Ganapathi, Chairman and Executive Director, Ms. P. Bhavana, Executive Director, Mr. Parthasarathy Iyengar, Company Secretary and Mr. Amin Bhojani, Chief Financial Officer as key managerial personnel of the Company were formalized.

Dr. Raja Mohan Rao, Non-Executive Director is the father of Ms. P. Bhavana Rao, Executive Director of the Company.

12. NUMBER OF MEETINGS OF BOARD

The Company's Board of Directors met four times during the year 2014-15 and the required information has been placed before the Board. The Board Meetings took place on May 23, 2014, August 8, 2014, November 7, 2014 and February 13, 2015. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

13. COMMITTEES OF THE BOARD

Currently the Board has five committees, the Audit Committee, Nomination / Remuneration / Compensation Committee, Corporate Social Responsibility Committee, Stakeholders Relationship & Grievance Committee, and Risk Management Committee

A detailed note on the Board and its committee is provided under the Corporate Governance Report section in this Annual Report

14. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness 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 as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

16. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twenty Eighth Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the Thirty First AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Secretarial Auditors

M/s Anmol Jha & Associates, Practicing Company Secretaries was appointed to conduct Secretarial Audit of theCompany for the financial year 2014-15, as required under Section 204 of the Companies act, 2013 and Rules there under.

19. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The auditors' report report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

With respect to the observation by the Secretarial Auditor in the Secretarial Audit Report the management has the following explanation:

Trigyn Technologies Limited had incorporated some companies in the past at overseas locations with a view to expand business. However, over a period of time some of these entities were in-operative and no longer a part of the overall business strategy of the Company. However, in the meanwhile the promoters of the Company changed and these non-operative overseas entities didn't get due attention. The present promoters and management of the Company is working towards fulfilling the necessary compliance backlog in this regard and hence has applied for the administrative approval from RBI and will file for compounding as per prevailing FEMA regulations.

20. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. 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 in Annexure I in Form AOC-2 and the same forms part of this report.

23. CORPORATE SOCIAL RESPONSIBILITY

Over the years, we have been striving to achieve a fine balance of economic, environmental and social imperatives, while also paying attention to the needs and expectations of our internal as well as external stakeholders.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.

24. EXTRACTS OF ANNUAL RETURN

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

25. DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.trigyn.com).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.trigyn.com)

Policy on dealing with related party transactions is available on the website of the Company (URL: www.trigyn. com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.trigyn.com).

26. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. 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.

C. FOREIGN EXCHANGE EARNING/OUTGO:

The foreign exchange earnings of your Company during the year were Rs 1,488,697,928/- (Previous year Rs. 1,578,241,459/-) ,while the outgoings were Rs. 1,206,261,959/- (Previous year Rs. 1,206,343,728/-).

28. 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 (SEBI Guidelines) are set out in Annexure IV to this report.

The Company has obtained a certificate from auditors certifying that the said ESOP scheme have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the members in this regard. The Certificate will be placed at the AGM for inspection by the members which is also attached to this report.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting shareholder's expectations. As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors' certificate thereon and Management Discussion and Analysis are attached and form part of this report. Several aspects of the Act, such as Whistle Blower Policy, Code of Conduct and Ethics, have been incorporated into our policies.

30. ACKNOWLEDGEMENTS:

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 and on behalf of the Board of Directors of

Trigyn Technologies Limited

R. Ganapathi

Chairman and Executive Director

Place: Mumbai

Date : August 7, 2015