Your Trusted Technology Partner - Bombay Stock …...Gandhi Estate, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400072 CIN: L65910MH1992PLC068953 Registrar & Transfer

nd22 Annual Report

2013-2014

TRICOM INDIA LIMITED

Your Trusted Technology Partner

BOARD OF DIRECTORS1.Mr. Chetan Kothari2.Mr. Paresh Pathak 3.Mr. Rajesh Panamburkar 4.Ms. Chetna Kothari*

th*Appointed as an Additional Director on 14 August, 2014.

Bankers

State Bank of IndiaICICI Bank Limited

Auditors

M/s. Koshal & AssociatesChartered AccountantsMumbai

Registered Office

Tricom HouseGandhi Estate, Andheri Kurla Road,Safed Pool, Andheri (East),Mumbai - 400072CIN: L65910MH1992PLC068953

Registrar & Transfer Agent

M/s. Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind. Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072.Ph.Nos.: (91-22) 2851 5606/2851 5644.

Chairman & Managing DirectorDirectorDirectorDirector

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1. Notice

2. Directors' Report

3. Management Discussion & Analysis Report

4. Corporate Governance Report

5. CEO (Managing Director) Certification

6. Auditors Report on Corporate Governance

7. Independent Auditors' Report

8. Balance Sheet

9. Statement of Profit & Loss

10. Cash Flow Statement

11. Notes forming part of Balance Sheet & Statement

of Profit & Loss

12. Statement Pursuant to section 212 of the Companies

Act,1956 relating to Subsidiary Companies

13. Independent Consolidated Auditors' Report

14. Consolidated Balance sheet

15. Consolidated Statement of Profit & Loss.

16. Consolidated Cash Flow Statement

17. Consolidated Notes forming part of Balance

Sheet & Statement of Profit & Loss

CONTENTS

Page No.

1

9

13

15

23

24

25

30

31

32

33

47

48

50

51

52

53

1

nd22 ANNUAL REPORT

NOTICE

thThe Twenty Second Annual General Meeting of Tricom India Limited will be held on Tuesday, the 30 Day of September, 2014 at 11.00 a.m. at School Hall, Damodar Hall Educational Campus, Dr. Ambedkar Marg, Parel Naka, Mumbai – 400 012 to transact the following business:

ORDINARY BUSINESSst1. To receive, consider and adopt the Audited Statement of Profit and Loss for the Financial Year ended 31

March, 2014, the Balance Sheet as at that date and the reports of the Board of Directors and Auditorsthereon.

2. To appoint, Mr. Chetan Kothari (DIN: 00050869) as Director, who retires by rotation and being eligible, offershim for re-appointment.

3. To appoint Auditors and fixed their remuneration and in this regard to consider and if thought fit, to passwith or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under M/s. Koshal & Associates (FR No-121233W), Chartered Accountants, be and is hereby appointed as the Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors.”

SPECIAL BUSINESS

Item No 4

To appoint Mr. Paresh Pathak (DIN: 00036076) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ('the Act') and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Clause 49 of the Listing Agreement, Mr. Paresh Pathak (DIN: 00036076) Director of the Company who retires by rotation at the Twenty Second Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years not liable to retire by rotation.”

Item No 5

To appoint Mr. Rajesh Panamburkar (DIN: 06478153) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ('the Act') and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Clause 49 of the Listing Agreement, Mr. Rajesh Panamburkar (DIN: 06478153) Director of the Company who retires by rotation at the Twenty Second Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years not liable to retire by rotation.”

2

Item No 6

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT, pursuant to provisions of Sections 149, 152, 160 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force read with Schedule IV to the Act and Clause 49 of the Listing Agreement; Ms. Chetna Kothari (DIN: 01127473) who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the

thCompanies Act, 2013 and the Articles of Association of the Company on 14 August, 2014 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of the Director, be and is hereby appointed as a Non Executive- Non Independent Woman Director of the Company liable to retire by rotation.”

Item No 7

To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the resolution passed earlier by shareholders in Postal Ballot meeting thheld on 25 September, 2006, the consent of the members be and is hereby accorded under section 180(1)(c )

and other applicable provisions and rules framed there under of the Companies Act, 2013 (including any statutory modification or reenactment thereof) the Board of Directors of the Company (hereinafter called “the Board”, which term shall be deemed to include any other Committee of the Board, which the Board may have constituted or hereinafter constitute for the time being, to exercise its powers including the powers conferred on the Board of Directors by this resolution, or any person(s) authorized by the Board or its Committee for such purposes), is hereby authorized to borrow from time to time as it may think fit, by way of loans or any other financial facilities from, or issue of bonds, debentures or other securities whether convertible into equity/preference shares and/or securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe for equity/preference shares to, bank(s), financial or other institution(s), mutual fund(s), non-resident Indians, foreign institutional investors or any other person(s), body(ies) corporate, etc., whether shareholder of the Company or not, whether unsecured or secured and on such terms and conditions as the Board may deem fit, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of ` 150 crores (Rupees One hundred fifty crores).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution.”

Item No 8

To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:



3

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

BY ORDER OF THE BOARD Place: Mumbai

th Date: 27 August, 2014 Chetan Kothari

Chairman and Managing Director Reg off: Tricom House, Gandhi Estate

Safed Pool, Andheri Kurla Road,Andheri (East), Mumbai-400072CIN :L65910MH1992PLC068953

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER THEINSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The relevant details of directors seeking appointment/ re-appointment under Item No. 2, 4, 5 & 6 above, asrequired by Clause 49 of the Listing Agreement entered into with the Stock Exchanges are also annexed.

th3. The Register of Members and Share Transfer Books of the Company will remain closed from, 25thSeptember, 2014 to 30 September, 2014 (both days inclusive).

4. Members holding shares in electronic form are requested to intimate immediately any change in theiraddress and e-mail Id's or bank mandates to their Depository Participant with whom they are maintainingtheir demat account. Members holding shares in physical form are requested to advise any change ofaddress and intimate e-mail id immediately to the Company/ Registrar & Transfer Agent, M/s. SharexDynamic (India) Pvt. Ltd. having their office premises at Unit-1, Luthra Ind. Premises, Safed Pool, AndheriKurla Road, Andheri (E), Mumbai- 400072.

5. For the convenience of members and for proper conduct of the meeting, entry to the place of meeting willbe regulated by attendance slip, which is attached to the proxy form. Members are requested to affix theirsignature at the place provided on the attendance slip and hand over the same at the entrance of the venue.Members are requested to bring their copies of the Annual Report and attendance slip to the meeting.

6. Members are hereby informed that dividends which remain unclaimed / unpaid over a period of seven

years have to be transferred by the Company to the Investor Education and Protection Fund (the IEPF)constituted by the Central Government under Sec. 205(A) & 205(C) of the Companies Act, 1956. Pursuant tothe provisions of Section 205(A) and 205(C) of the Companies Act, 1956 the Company is going to transfer theunpaid or unclaimed dividends for the financial year 2006-2007 to the IEPF established by the CentralGovernment.

nd22 ANNUAL REPORT

4

7. Members holding the equity shares under multiple folios in identical order of names are requested toconsolidate their holdings into one folio.

8. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Companyof any change in their address or demise of any member as soon as possible. Members are also advised notto leave their demat accounts dormant for long. Periodic statement of holdings should be obtained fromthe concerned DP and holdings should be verified.

9. PROCEDURE AND INSTRUCTIONS FOR E-VOTING:

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014, and Clause 35 B of the Listing Agreement executed by the

company with the BSE and NSE Limited, the company is pleased to provide members the facility to exercise

their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be

transacted through e-voting services provided by Central Depository Services Ltd (CDSL).

A member may exercise his votes at any General Meeting by electronic means and company may pass any

resolution by electronic voting system in accordance with the Rule 20 of the Companies (Management and

Administration) Rules, 2014.

During the e-voting period, members of the company holding shares either in physical form or thdematerialised form, as on the cut off date i.e., 29 August, 2014 may cast their votes electronically.

ndThe e-voting period commences at 9.00 a.m. on Monday 22 September, 2014 and ends at 6.00 p.m. on thWednesday 24 September, 2014. The e-voting module shall be disabled by CDSL for voting thereafter.

Once the vote on a resolution is cast by a shareholder, the shareholder shall not be allowed to change it subsequently. A copy of this notice has been placed on the website of the Company and the website of CDSL.

Ms. Hetal Gandhi, Practicing Company Secretary (ACS: 24892 COP: 9510) of M/s Hetal Gandhi & Associates has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the E-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman.

The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tricominfo.com and on the website of CDSL within two (2) days of passing of the resolution at the AGM of the Company and communicated to the BSE Limited and NSE

The process and instructions for e-voting are as under:(i) Log on to the e-voting website www.evotingindia.com during the voting period(ii) Click on “Shareholders” tab.(iii) Now, select “Tricom India Limited” from the drop down menu and click on “SUBMIT”(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification Code / Captcha Code as displayed and Click on Login.(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company/entity, then your existing password is to be used. If you are a first time user follow the steps given below.(vii) Now, fill up the following details in the appropriate boxes:



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(viii) After entering these details appropriately, click on “SUBMIT” tab(ix) Members holding shares in physical form will then reach directly the EVSN selection screen. However,

members holding shares in demat form will now reach 'Password Creation' menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the Resolution contained in this Notice.

(xi) Click on the relevant EVSN of Tricom India Limited on which you choose to vote.(xii) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for

voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting

page.(xvii) If Demat account holder has forgotten the changed password then enter the User ID and image verification

code / Captcha Code and click on Forgot Password & enter the details as prompted by the system.(xviii) A. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to

https://www.evotingindia.co.in and register themselves as Corporate.B. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

.C. After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.D. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.E. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

(xix) In case of members receiving the physical copy:I. Please follow all steps from sr. no. (i) to sr. no. (xviii) above to cast vote.II. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

[email protected]

nd22 ANNUAL REPORT

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (in Capital)

(Applicable for both demat shareholders as well as physical shareholders)

•

Members who have not updated their PAN with the Company / Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s

before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the Bank records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. · Please enter the DOB or Dividend Bank Details in order to login. If the details are

not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

mailto:[email protected]

2

Item No.Of Notice

Name of the Director Brief Resume

Listing of other Directorships/ Committee Memberships in

other Companies

A Chartered Accountant by profession, Mr. Kothari has rich experience spanning nearly two decades of exper ience in corporate af fa i rs . A f i rs t generation entrepreneur, he has successfully set up a fast-growing IT-ITeS Company in the country. As a promoter of Tricom Fruit Products Limited, Mr. Kothari provides the overall strategic bus iness d irect ion to the Company.

Mr. Chetan Kothari

Directorships in: • Tricom Fruit Products Limited• Tricom Infotech (India) Private Limited• Tricom Infotech Solutions Limited• Tricom LPO Private Limited• eDATA Processing Private Limited

(formerly known as Tricom I.T. ServicesPrivate Limited)

• Tricom Data Processing Private Limited (formerly known as Mastiff Tech PrivateLimited)

• Adilnath Finance Private Limited• Opec Share And Stock Brokers Private

Limited • Gaparik Trade and Finance

Resources Private Limited

Directorships in: • Tricom Fruit Products Limited• eDATA Processing Private Limited

(formerly known as Tricom I.T. Services Private Limited)

• Tricom Data Processing Private Limited (formerly known as Mastiff Tech PrivateLimited)

• Tricom Infotech Solutions Limited• Welplace Portfolio And Financial

Consultancy Services Limited

Mr. Paresh Pathak is a Commerce Graduate with more than 20 years of experience in Business.

Mr. Paresh Pathak

4

Mr. Rajesh Panamburkar is a Practicing Chartered Accountant by profession. His expertise lies in the areas of corporate advisory, management audit, finance and taxation.

Directorships In :• Tricom Fruit Products Limited

Mr. Rajesh Panamburkar

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Directorships In :• Adilnath Finance Private Limited• Tricom Fruit Products Limited

She is a B.Com graduate from Mumbai University and a home maker by profession. Under the guidance and support of her husband, she has successfully held the position of a director in Companies like Adilnath Finance Private Limited and she is also a Promoter of Tricom Fruit Products Limited and Tricom India Limited. She recently appointed as woman Director in Tricom Fruit Products Limited

Ms. Chetna Kothari

6

Disclosure pursuant to Clause 49 of the Listing Agreement with regard to the Directors seeking appointment

/re-appointment at the ensuing Annual General Meeting



6

7

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.The following explanatory Statement set out all material facts relating to the Special business mentioned in the accompanying notice:

Item No. 4 & 5

Mr. Paresh Pathak and Mr. Rajesh Panamburkar are Non-Executive and Independent Directors of the Company. They th thjoined the Board of Directors of the Company on 14 February, 2012 and 7 January, 2013 as an additional director

respectively. They appointed as a director liable to retire by rotation at the Twentieth and Twenty first Annual st thGeneral Meeting held on 31 December, 2012 and 30 September, 2013 respectively. Mr. Paresh Pathak and Mr.

Rajesh Panamburkar are directors whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act 2013 ('the Act'), Mr. Paresh Pathak and Mr. Rajesh Panamburkar are proposed to be appointed as an Independent Director for five Consecutive years not liable to retire by rotation.

The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from a member proposing Mr. Paresh Pathak and Mr. Rajesh Panamburkar as a candidate for the office of Directors of the Company. Mr. Paresh Pathak and Mr. Rajesh Panamburkar have confirmed to the Board that they qualifies to be an Independent Director as per the meaning given in Clause 49(I)(A)(iii) and Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors)Rules, 2014. In the opinion of the Board, Mr. Paresh Pathak and Mr. Rajesh Panamburkar fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement. Mr. Paresh Pathak and Mr. Rajesh Panamburkar are Independent of the management. The Board of Directors considers that their continued association would immensely benefit the Company and it is desirable to continue to avail services of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an Independent Director. Accordingly, the Board commends the passing of the ordinary resolution proposed at item no. 4 & 5 of the Notice. Copy of the draft letter for appointment of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an Independent Director setting out the terms and conditions are available for inspection by members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), up to the date of the Annual General Meeting. Brief profile of Mr. Paresh Pathak and Mr. Rajesh Panamburkar and the disclosures required under Clause 49 of the Listing Agreement are given as additional information of Directors, which forms part of the Notice.

Mr. Paresh Pathak and Mr. Rajesh Panamburkar are interested in the resolution proposed at item no. 4 & 5 of the Notice since it relates to their own appointment.

Item No. 6

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director.

The Board of Directors of the Company appointed, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Ms. Chetna Kothari as an Additional Director of the Company with effect from August 14,2014. In terms of the provisions of Section 161(1) of the Act, Ms. Chetna Kothari would hold office up to the date of the ensuing Annual General Meeting.

The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Ms. Chetna Kothari for the office of Non Executive Non Independent Woman Director of the Company.

Ms. Chetna Kothari is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. She holds 150 equity shares in the Company.

Ms. Chetna Kothari may be deemed to be concerned or interested, financially or otherwise, to the extent of the aforesaid shareholding in respect of her appointment as a Director. Mr. Chetan Kothari who is her relative and the Managing Director of the Company and their other relatives, to the extent of their shareholding interest in the Company, may be deemed to be concerned or interested in the appointment of Ms. Chetna Kothari.

nd22 ANNUAL REPORT

8

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.6 of the Notice.

The Board commends the Special Resolution set out at Item No.6 of the Notice for approval by the shareholders.

Item No. 7

thThe Shareholders in their Annual General Meeting held on 25 September,2006 had authorized the Board of Directors of the Company to borrow money to the extent of ̀ 125 Crores u/s 293(1)(d) of the Companies Act, 1956. In view of the enactment of new Companies Act, 2013 it is considered necessary to get the authorization of Shareholders U/s 180(1)(c) of the Companies Act, 2013 to borrow from time to time, monies for the business of the company notwithstanding that the money to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) will Exceed the aggregate of paid up capital of the company and its Free Reserves provided that the total amount of monies borrowed at any time, shall not exceed ̀ 150 crore (Rupees One Hundred and Fifty Crores). Keeping in view the Company's business requirements and its growth plans, it is considered desirable to increase the said borrowing limits.

None of the Directors of the Company is in any way concerned or interested in the resolution.

The Board commends the resolution as set at item no 7 of the notice for your approval.

Item No. 8

The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 which is now largely in

thforce. On 12 September, 2013, the Ministry of Corporate Affairs (“MCA”) had notified 98 sections for thimplementation. Subsequently on 26 March, 2014, MCA notified further 183 sections and six schedules of the

stCompanies Act, 2013 which came into force on 1 April, 2014. The MCA also notified the Rules pertaining to the notified sections. With the coming into force of the Companies Act, 2013 several regulations of the existing AOA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing AOA by a new set of Articles to bring them in line with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 14 of the Companies Act, 2013, approval of the Members of the Company by Special resolution is required for the adoption of the new AOA by way of amendment and restatement of the existing AOA and accordingly, the approval of the Members is being sought for the proposed adoption of the new AOA.

The proposed new draft AOA is being uploaded on the Company's website for perusal by the shareholders.

The Board commends the Special Resolution set out at Item No. 8 of the Notice for approval by the shareholders.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

BY ORDER OF THE BOARD

Place : Mumbai Chetan KotharithDate : 27 August, 2014 Chairman and Managing Director

Reg off:Tricom House, Gandhi EstateSafed Pool, Andheri Kurla Road,Andheri (East), Mumbai-400072CIN: L65910MH1992PLC068953



9

nd22 ANNUAL REPORT

DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statements stof Accounts for the year ended 31 March, 2014

FINANCIAL RESULTS ( ` in lacs)

BUSINESS OPERATION

loss

l4,414.89 l

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2013-14.

FIXED DEPOSITS

stTotal amount of deposits outstanding as on 31 March, 2014 was ̀ 24,23,60,647/-.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures, if any;

During the year the consolidated income from operations was ` 5,603.13 lacs as compared to income from operations of ` 8,173.95 lacs during the previous financial year. The consolidated was ` 4,582.95 lacs as compared to loss of ̀ 1,752.48 lacs during the previous financial year.

The standalone total income from operations was ` 3,481.95 acs as compared to total income from operations of` acs during the previous financial year. The standalone loss was ` 3,114.90 lacs as compared to loss of ` 1,540.02 lacs during the previous financial year.

DIVIDEND

Particulars Consolidated Standalone

2014

2013

2014

2013

Total Income from Operations

5,603.13

8,173.95

3,481.95

4,414.89Interest 1,965.32

2,457.91

1,796.13

2,214.65

Depreciation 3,282.67

983.04

925.04

551.99

Profit before Exceptional Items & Tax es

(4,089.77)

(1,338.39)

(1,544.03)

(1,423.30)

Provisions for Taxes

349.21

141.83

297.01

116.71

Exceptional Items

(143.98)

272.25

(1,273.85)

-

Profit after Taxes

(4,582.95)

(1,752.48)

(3,114.90)

(1,540.02)

Balance brought forward 6,473.99 8,226.47 6,045.31 7,585.33

Appropriations - - - -

Profit carried to Balance Sheet 1,891.04 6,473.99 2,930.41 6,045.31

Earnings per share (5.79) (2.30) (3.93) (2.02)

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2. That appropriate accounting policies have been selected and applied consistently, and that the judgments

and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of

your Company as at the end of the financial year and of the Loss of your Company for the said period;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company

and for preventing and detecting fraud and other irregularities;

4. That the annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

stAs on 31 March, 2014, the Company has the following subsidiaries:

Domestic subsidiaries

1. eDATA Processing Private Limited (formerly known as Tricom I.T Services Private Limited)

2. Tricom Infotech Solutions Limited

3. Tricom Data Processing Private Limited (formerly known as Mastiff Tech Private Limited)

4. Tricom LPO Private Limited

Foreign subsidiaries

1. Tricom Document Management, Inc., USA,

2. Pacific Data Centers, Inc., USA,

3. Tricom Infotech Solutions, Inc., USA,

4. Tricom Infotech Solutions (Cyprus) Limited,

5. Tricom Data Services Inc., USA,

6. Tricom Litigation Coding Services, Inc., USA,

7. Tricom Software Services Inc., USA,

8. Grand Imaging & Technology Inc., USA,

9. Tricom Search Services Inc., USA.

PARTICULARS IN TERMS OF SECTION 212 OF THE COMPANIES ACT

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Report of Board of Directors and Auditors, Balance Sheet and Statement of Profit and Loss (financial statements) of its subsidiaries. In view of the general exemption granted by the Ministry of Corporate Affairs, Central Government vide General Circular No. 2 and

th st3 dated 8 February, 2011 and 21 February, 2011 the said reports and financial statements of the subsidiaries are not attached. However, the financial data of the subsidiaries have been furnished under 'Details of Subsidiaries' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year

stended 31 March, 2014, together with reports of Auditors thereon and the statement pursuant to Section 212 of the Companies Act, 1956, are attached.

The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, Managing Director's & Auditors Certificate as stipulated under Clause 49 of the Listing Agreement are separately given and form part of this Annual Report.



11

nd22 ANNUAL REPORT

DIRECTORS

stAs on 31 March, 2014, the Board of Directors of your Company comprised of three Directors one of whom is the Managing Director. The remaining two Directors are Non-Executive and Independent Directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Paresh Pathak and Mr. Rajesh Panamburkar as an Independent Directors for five consecutive years not liable to retire by rotation.

thMr. Baldev Boolani retired on 30 September, 2013. The Board places on record its appreciation for the distinguished service and contribution made by Mr. Baldev Boolani as a Director of the Company.

thFurther Mr. Jayant Tanksale resigned on 8 January, 2014. The Board places on record its appreciation for the distinguished service and contribution made by Mr. Jayant Tanksale as a Director of the Company.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company should have at least one Woman Director. Ms. Chetna Kothari was appointed as an Additional Director of the

thCompany w.e.f. 14 August, 2014 and will be regularized in forthcoming Annual General Meeting as Non Executive Non Independent Woman Director.

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.

AUDITORS REPORT

Qualification mentioned in Auditor Report regarding 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 aforesaid 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.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 is as follows:

12

A. CONSERVATION OF ENERGYThe operations of your Company are not energy-intensive. However, adequate measures have been taken toensure that there is optimum utilization of energy with no wastage, as far as possible.

B. TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENTYour 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 toprocess 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 OUTGOThe foreign exchange earnings of your Company during the year under review amounted to ` 2,942.79 Lacs.The foreign exchange outflow during the year was ̀ 413.12 Lacs.

HUMAN RESOURCES

Your Company regards human capital as the most valuable asset. At the end of March, 2014, your Company had approx 1,218 employees.

However, none of the employees throughout the financial year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 ('Act'), read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation extended by the banks and Government agencies giving support to your Company. Your Directors also thank all the shareholders for their continued support and all the employees and vendors of your Company for their valuable services during the year.

Place : Mumbai BY ORDER OF THE BOARDthDate : 27 August, 2014

Chetan Kothari CHAIRMAN



13

nd22 ANNUAL REPORT

MANAGEMENT DISCUSSION & ANALYSIS REPORT

INDUSTRY OVERVIEW

IT Industry is continues to outperform in the Financial Year 2013-14. It is growing with remarkable achievement. Country's IT potential is paramount for its march towards global competitiveness, healthy GDP and meeting up energy and environmental challenges. The Indian IT and ITeS sectors go hand in hand in every aspect. IT services today is USD 50+ billion dollar industry and India is one of the fastest growing IT services market in the world and it is also the world's largest sourcing destination accounting for approximately 52% of the US $124-130 billion market.

Advantages

• Cheap Labour• Affordable real estate• Favourable Government regulations• Tax Breaks and Special Economic Zone• Indian Insurance companies also plan to spend on IT products and services in future years also.

Disadvantages

• Implementation Expenses: Small businesses fail to afford this expensive technology so they end up losing their clients to a business which has improved its technology and provides a better service or product.

• Job Elimination: Technology has replaced most positions which humans used to occupy. Accounting is nowbeing done by software, so accountants run out of opportunities.

• Security Breaches: Since businesses store their data on remote cloud servers which can be accessed with auser name and password, they risk losing that data to wrong minded knowledge works, hackers or viruses,which can harm to business.

Risk and Concerns

The risks and uncertainties include, but are not limited to, risks and uncertainties regarding fluctuations in earnings and exchange rates, the Company's ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed price contracts, client concentration, restrictions on immigration, our ability to manage our international marketing & sales operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, liability for damages on our service contracts & product warranty, the success of the companies in which the Company has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on acquiring companies outside India, and unauthorized use of our and our customers' intellectual property, the latter when in our possession as well as general economic conditions affecting our industry and repayment capability of customers in current market scenario.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

Internal Control System:-

The Company has adequate internal control systems and procedures commensurate with its size and nature of business. The internal control system is backed up by well documented policies, guidelines and procedures and the Company's internal audit process is designed inter alia, to cover all significant areas of the Company's operations such as accounting, finance, inventory, insurance, treasury etc. The adequacy and effectiveness of the Internal Control Department is reviewed by the Audit Committee of the Board which recommends control measures from time to time.

14

Human Resources:-

Committed and motivated employees are your Company's most important assets and in this spirit Company keeps focus on its human resources. We are committed to create a transparent organization that helps our employees hone their skills and enable them to deliver superior performance.

CAUTIONARY STATEMENT

Report may contain certain statements that the Company believes are, or may be considered to be forward looking statements that describe our objectives, plans or goals. All these forward looking statements are subject to certain risks and uncertainties, including but not limited to, Government action, economic development, risks inherent to the Company's growth strategy and other factors that could cause the actual result could differ materially from those contemplated by the relevant forward looking statements.



CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance means achievement of excellence in business by increasing the shareholders value in the long run. This aim can be achieved by keeping in mind the needs and interests of all its stakeholders and comply with all the rules, regulations and laws. Corporate Governance lays strong emphasis on transparency, accountability and integrity. Corporate Governance and also Audit disclosures and reporting in Tricom India Limited is practiced through a well structured delegation in organizational and regulatory framework involving the Board of Directors, Committee of the Board, the Managing Director.

1. BOARD OF DIRECTORSa. Composition:

The Board of Directors consists of professionals drawn from diverse fields. The Chairman of the Board is an Executive Director. The majority of Directors on the Board are Non Executive Directors. The day-to-day management is conducted by the Managing Director. The office of the Managing Director is subject to the

stsupervision and control of the Board of Directors of the Company. As on 31 March, 2014, the Board comprises of 3 Directors whose composition is given below:

None of the Directors on the Board is a Member of more than ten committees and Chairman of more than five committees across all Companies in which they are Directors.Only Memberships of Audit Committee and Shareholders' & Investors' Grievance Committees are considered.* Excludes Alternate Directorships, Directorship in Indian Private Limited Companies and Foreign Companies and Membership of Managing Committees of various bodies.

b. Details of Meetings Held:

th th stDuring the financial year 2013-2014 10 (Ten) Board Meetings were held viz. 30 May, 2013, 4 July 2013, 31 th rd th th thJuly, 2013, 14 August, 2013, 3 September 2013, 6 September 2013, 30 September, 2013, 14 November,

th th2013, 6 December, 2013 and 14 February, 2014. The Twenty First Annual General Meeting (AGM) was held on th30 September, 2013. The attendances of the Directors as required by the Listing Agreement at these meetings

are given below:

15

Sr.

No. Name of the Director Category

of Directorship

Directorship in other

Companies (*)

No. of Committee positions held

(Other than Tricom India

Limited) Chairman Member

1 Mr. Chetan Kothari Promoter, Executive 2 1 2

2 Mr. Paresh Pathak

Independent, Non Executive

3

0 5

3 Mr. Rajesh Panamburkar

Independent, Non

Executive

1

2

0

Name of the Director Designation

Attendance in Board Meetings

during

2013 -2014

Presence in last Annual General

Meeting

Mr. Chetan Kothari Managing Director 10 YesMr. Baldev Boolani Director 1 No

Mr. Jayant Tanksale

Director

5

Yes

Mr. Paresh Pathak

Director

10

Yes

Mr. Rajesh Panamburkar Director 10 Yes

nd22 ANNUAL REPORT

c. Board Procedure:

A detailed agenda is sent to each Director in advance of Board Meetings. The Board members are free to recommend inclusion of any matter in the agenda for discussion. To enable the Board to discharge its responsibilities effectively, the Managing Director apprises the Board at every meeting of the overallperformance of the Company.

2. AUDIT COMMITTEE

a. Composition:

stAs on 31 March, 2014 Audit Committee comprises of Three Directors, all of whom are Non Executive and Independent Directors except one Director who is Promoter and Executive Director. All the Directors possess knowledge of Corporate Finance, Accounts and Company Law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings. The Statutory Auditors are also invited to the meetings. The quorum of

rdthe Audit Committee is two members. As Mr. G.T. Shenoy, Company Secretary of the Company resigned on 23 August, 2013; he acted as Secretary of the committee till that date only.

The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.Details of Audit Committee:

b. Details of Meetings held:

th th thDuring the year, four Audit Committee meetings were held viz; 30 May, 2013, 14 August, 2013, 14 November, th2013 and 14 February, 2014.

c. Terms of Reference:

The terms of reference of the Audit Committee are extensive and include all that is mandated in Clause 49 (II) of the Listing Agreement with Stock Exchanges and Section 292A of the Companies Act, 1956. The Committee oversees the financial reporting processes, reviewing the financial results including the quarterly results, major accounting entries, accounting policies and practices, fixation of auditors remuneration, discussions with internal auditors on any significant findings and follow up thereon, statement of related party transactions. The Audit Committee while reviewing the Annual Financial Statements also reviewed the applicability of various Accounting Standards (AS) issued by the Institute of Chartered Accountants of India. Compliance of the as

stapplicable to the Company has been ensured in the Financial Statements for the year ended 31 March, 2014.

3. REMUNERATION COMMITTEE

a. Composition:No committee meeting was held during the financial year 2013-2014.At present, Remuneration Committee comprises of Three (3) Directors, whose composition is given below:

16

Name of the Director Position

Category

Mr. Rajesh Panamburkar Chairman Independent, Non Executive

Mr. Chetan Kothari Member Promoter, Executive Mr. Paresh Pathak Member Independent, Non Executive

Name of the Director

Position

Category

Mr. Paresh Pathak Chairman Independent, Non Executive

Mr. Rajesh Panamburkar Member Independent, Non Executive Ms. Chetna Kothari Member Non-Independent, Non Executive



b. Terms of Reference:

The Committee reviews and recommends the payment of annual salaries, commission, service agreements and other employment conditions of Managing/Executive Director. It also reviews the HR initiatives and increment policy.

c. Remuneration to the Executive Director:

The remuneration paid to Executive Director is recommended by the Remuneration Committee and approved by the Board of Directors, in the Board meeting and subject to the subsequent approval by the shareholders at the General Meeting and such other authorities, if necessary. The remuneration is fixed considering various factors such as qualifications, experience, expertise, prevailing remuneration in the corporate world and the financial position of the Company. The remuneration comprises of basic salary, perquisites and allowances, contribution to provident fund and other funds.

d. Remuneration to Non-Executive Directors:

Non Executive Directors were not paid any sitting fees on attending the Board Meeting and committee meeting due to cash crunch in the Company. The Members of the Company have approved payment of remuneration of a sum up to 1% of the Net Profits of the Company calculated as per Section 349 & 350 of the Companies Act, 1956

thto the Non-Executive Directors vide resolution on 25 September, 2006.

ste. Remuneration to the Executive Director for the year ended 31 March, 2014:

The total salary, commission and allowance paid to the Managing Director during the year is given below:

Period of Contract:Managing Director - Three Years Notice Period:The contract may be terminated by either party giving the other party three calendar months notice.

Severance Fees:Severance Fees would be paid subject to the provisions of Section 318 of the Companies Act, 1956, for the unexpired period or three/two years, whichever is shorter.

stf. Shares held by Non Executive Directors as on 31 March, 2014:

stThe details of shares held by Non Executive Directors as on 31 March, 2014 are given below:

17

Name of the

Director Designation Salary (` ) No. of Options

Granted

No. of

Options

Exercised

No. of

Options

Pending

Mr. Chetan Kothari

Managing Director

4,80,000

Nil

Nil

Nil


No. of Equity Shares held as on 31 March, 2014st

Mr. Paresh Pathak 41,010

nd22 ANNUAL REPORT

18

4. SHAREHOLDERS' & INVESTORS' GRIEVANCE COMMITTEE

stThe Shareholders'& Investors' Grievance Committee of the Company as on 31 March, 2014 comprises of Three (3) members chaired by Mr. Paresh Pathak Independent, Non Executive Director and Mr. G. T. Shenoy, Company Secretary and Compliance Officer of the Company. As Mr. G.T. Shenoy, Company Secretary of the Company resigned

rdon 23 August, 2013, he acted as Secretary of the committee till that date only. The Committee normally deals with various matters relating to:

• Transfer or transmission of shares.• Issue of Duplicate, Consolidated and Split Share Certificate. • Investor grievances and redressal thereof and improvement of Investors Relations • Attending to the queries/complaints relating to shareholders forwarded by the Stock Exchanges, Securities &

Exchange Board of India, Ministry of Corporate Affairs.

Four meetings of Shareholders' and Investors' grievance Committee were held during financial year 2013-2014 viz. th th th th30 May, 2013, 14 August, 2013, 14 November, 2013 & 14 February, 2014. All the members were present in

the meeting.

a. Composition:

st As on 31 March, 2014 the committee comprises of the following members:

b. Status of Investor ComplaintsThe Company had received No complaints during the year from the shareholders.

5. SHAREHOLDER INFORMATION

a Next Annual General MeetingthTwenty Second Annual General Meeting of the Company will be held on 30 September, 2014, at 11.00 a.m. at

School Hall, Damodar Hall Educational Campus, Dr. Ambedkar Marg, Parel Naka, Mumbai – 400 012.

b Financial Calendar of the Board Meetings to adopt the Accounts for the Financial Year 2014-2015 (Tentative andsubject to changes):

For the year 2014-2015, quarterly un-audited/annual audited results shall be announced by:

th thFor the quarter ending 30 June, 2014 : 14 August, 2014th thFor the quarter ending 30 September, 2014 : 14 November, 2014st thFor the quarter ending 31 December, 2014 : 14 February, 2015

st th For the year ended 31 March, 2015 : 30 May, 2015 (Audited)

c Book Closure:th thThe dates of Book Closure are from 25 September, 2014 to 30 September, 2014 (both days Inclusive).

d Listing on Stock Exchanges:The Equity shares of the Company are presently listed at Bombay Stock Exchange Limited, National StockExchange Limited, Luxembourg Stock Exchange and Ahmedabad Stock Exchange Limited. The Company is inprocess for delisting at the Ahmedabad Stock Exchange all the formalities pertaining to the delisting have beenalready compiled with and the approval for the same is awaited.


Position

Category

Mr. Paresh Pathak Chairman Independent, Non Executive

Mr. Rajesh Panamburkar Member Independent, Non Executive Ms. Chetna Kothari Member Non Independent, Non Executive



19

e Stock Code:

ISIN number: INE771B01032.

f General Body Meetings

i Annual General Meetings

Details of the last Three (3) Annual General Meetings of the Company are as below:

All the Special Resolutions placed before the shareholders at the Meetings were approved.

ii No Extra Ordinary General Meetings were held during year.

stg. Shares in Physical/Demat form as on 31 March, 2014:

STOCK EXCHANGE

STOCK CODE

Bombay Stock Exchange Limited

531675

National Stock Exchange Limited TRICOM Luxembourg Stock Exchange Cusip No.896120102

Ahmedabad Stock Exchange Limited

61444

Financial Year

AGM No.

Location

Date

Time

No. of Special Resolutions

passed

2012 -2013 st 21

Damodar Thakarsi Mulji Hall, Dr. Ambedkar Marg,

Parel Naka, Mumbai 400 012

30th September,

2013.

11.00 A.M.

05

2011 -2012 20th School Hall, Damodar Hall

Educational Campus, Dr. Ambedkar Marg, Parel

Naka, Mumbai –

400 012

31st December,

2012 .

11.00 A.M. 03

2010 -2011 19th

School Hall, Damodar Hall Educational Campus, Dr. Ambedkar Marg, Parel

Naka, Mumbai – 400 012

31st

December, 2011 .

11.00 A.M.

01

Particulars

No. of shares held

% of shares held

Physical Form 360450 0.46 Demat Form 78845000 99.54

nd22 ANNUAL REPORT

h. Market Price Data: Monthly high and low quotations as well as volume of shares traded at Bombay Stock Exchange Limited (BSE), National Stock Exchange Limited (NSE) compared to BSE SENSEX during the financial year 2013-2014 were:

sti. Distribution of Shareholding as on 31 March, 2014:

j. Share Transfer Procedure:Your Company has constituted a Shareholder's & Investors Grievances Committee to look after the proper administration of all the work and approve matters in relation to the Share Transfer Procedure. The Committee has been constituted to work in the best interest of the Shareholders of the Company along with The Registrar and Share Transfer Agents of the Company, M/s Sharex Dynamic (India) Pvt. Ltd. and recommends measures forthe overall improvement in the quality of investor services.

k. Registrar and Transfer Agents:M/s. Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind.Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai 400 072.Ph.Nos.: (91-22) 2851 5606/2851 5644; Fax No.: (91-22)28512885.Website: www.sharexindia.com ande-mail id: mailto:[email protected] & [email protected]

20

BSE NSE SENSEX GDR(USD)

High Low High Low High Low High Low

`

`

`

`

Apr'13 3.43

1.65

3.30

1.65

19622.68

18144.22

0.07 0.11

May'1 3 2.20

1.57

2.15

1.60

20443.62

19451.26

0.06 0.07

Jun'13 1.70

1.22

1.70

1.20

19860.19

18467.16

0.04 0.06

Jul'1 3 1.73 1.15 1.50 1.20 20351.06 19126.82 0.04 0.06

Aug'13 2.02 1.32 1.90 1.45 19569.20 17448.71 0.04 0.06

Sep'13 1.90 1.50 1.85 1.60 20739.69 18166.17 0.05 0.06

Oct'13 1.68

1.10

1.60

1.30

21205.44

19264.72

0.04 0.05

Nov'13 1.50

1.13

1.20

1.10

21321.53

20137.67

0.04 0.05

Dec'13 1.55

1.30

1.40

1.15

21483.74

20568.7

0.04 0.05

Jan'14 1.54

1.34

1.45

1.20

21409.66

20343.78

0.04 0.04

Feb'14 1.45 1.15 1.40 1.30 21140.51 19963.12 0.04 0.04

Mar’14 1.58 1.08 1.45 1.15 22467.21 20920.98 0.04 0.04

No. of Shares No. of

shareholders

% of

Shareholders

No. of shares % of

Shareholding

1

2

3

4

5

Upto -

100

1380

20.77

81777

0.10

101 -

200

621

9.35

110157

0.14

201 - 500 1481 22.29 611732 0.77

501 - 1000 1104 16.61 1000584 1.26

1001 - 5000

1242

18.69

3230407

4.08

5001 - 10000

250

3.76

1926174

2.43

10001 - 100000

453

6.82

15058102

19.01

100001 and above

114

1.72

57186517

72.20

TOTAL 6645 100.00 79205450 100.00



21

I. Means of Communication:Information like quarterly results and press releases on significant developments in the Company is submitted to the Stock Exchanges on which the Company's Equity shares are listed, to enable them to put on their websites and are also posted on the Company's website www.tricominfo.com. The quarterly financial results are published in Free Press Journal (Mumbai Edition) and Navshakti/ Maharashtra Times (Mumbai Edition- Marathi).

m. Compliance with other Mandatory requirements

i. Management Discussion and Analysis:Management Discussion and Analysis Report forms part of the Annual Report and includes discussions on various matters as specified under clause 49 (IV) (F) of the Listing Agreement.

ii. Subsidiaries:The minutes of the Subsidiary Companies are periodically placed before the Board of Directors of the Company and the attention of the directors is drawn to all significant transactions and arrangementsentered into by the Subsidiary Companies. The Audit Committee reviews the financial statements of theSubsidiary Companies.

iii. Other Disclosures

a. Related Party TransactionsThe Company has entered into related party transactions as set out in the notes to accounts, which are not likely to have conflict with the interest of the Company. The details of all significant transactions with related parties are placed before the Audit Committee.

b. No Penalty or StricturesNo penalty or stricture has been imposed on the Company by the Stock Exchange or SEBI or any other Statutory Authority, on any matter related to the capital markets during the last 3 years.

c. Disclosure of Accounting TreatmentIn the preparation of financial statements, the Company has followed the Accounting Standards issued by Institute of Chartered Accountants of India. The significant accounting policies which are consistently applied are set out in the Annexure to Notes to the Accounts.

d. Risk ManagementBusiness risk evaluation and management is an ongoing process with the Company. The Audit Committee and the members of the Board are informed about the risk assessment andminimization procedures.

e. CEO/CFO Certification Pursuant to the provisions of Sub-Clause V of Clause 49 of the Listing Agreement with the Stock

stExchanges, the Managing Director has issued a certificate to the Board, for the year ended 31March, 2014.

f. Code of ConductThe Company has adopted the code of conduct and ethics for Directors and Senior Management. The code has been circulated to all the members of the Board and Senior Management and thesame has been put on the Company's website www.tricominfo.com The Board members and seniormanagement have affirmed their compliance with the code of conduct and a declaration signed bythe Managing Director is given below:

“It is hereby declared that the Company has obtained from all members of the Board and seniormanagement affirmation that they have complied with the code of conduct for directors and seniormanagement of the Company for the year 2013-2014”.

Chetan Kothari Chairman & Managing Director

nd22 ANNUAL REPORT

22

g. Outstanding GDRs/Convertible Instruments, conversion date and its likely impact on equitystThe Company has 29,75,000 Global Depositary Receipts (GDRs) outstanding as on 31 March, 2014 which

represents 59,50,000 underlying shares in the Company. GDR is not a specific time bound instrument and

can be surrendered any time and converted into the underlying equity shares in the Company.

h. Compliance with Non- Mandatory Requirements

i Remuneration Committee:The Board has set up a Remuneration Committee details whereof are furnished in Sr. No. 3 of this Report.

ii Shareholder Rights:The quarterly and half yearly results are not being sent to the personal address of the Shareholders as thequarterly results of the Company are published in the press and the results are posted on the website of BSE(www.bseindia.com); NSE (www.nseindia.com).

iii Whistle Blower Policy:The Company has no whistle Blower policy as of today.

iv Other Non Mandatory requirements:

Adoptions of other non-mandatory requirements of the Listing Agreement are being reviewed by the Board

from time to time.

n. Registered Office of the CompanyTricom House, Gandhi Estate,Andheri Kurla Road, Safed Pool,Andheri (East), Mumbai 400 072, Maharashtra, India.Tel: (91-22) 6690 7800Fax: 66907810; Website: www.tricominfo.comDesignated E-mail address for investor services: mailto;[email protected]: L65910MH1992PLC068953



23

CEO (MANAGING DIRECTOR) CERTIFICATION

The Chairman and Managing Director of the Company give annual certification of financial reporting and internal

controls to the Board in terms of Clause 49 of the Listing Agreement. The Chairman and Managing Director give

quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of

the Listing Agreement. The annual certificate given by the Chairman and Managing Director

is published in this Report.

CEO (MANAGING DIRECTOR) CERTIFICATION UNDER CLAUSE 49(V)To,The Board of DirectorsTricom India LimitedMumbai

I, Chetan Kothari, Managing Director of Tricom India Limited hereby certify that;

st(a) I have reviewed financial statements and the cash flow statement for the year ended 31 March, 2014 and that

to the best of their knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

(ii) These statements together present a true and fair view of the Company's affairs and are in Compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or violative of the Company's code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have

evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I

have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal

controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and

(iii) Instances of significant fraud of which I have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the company's internal Control system over

financial reporting.

Place: Mumbai Chetan KotharithDate: 29 May, 2014 Managing Director

nd22 ANNUAL REPORT

24

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To,The Members,Tricom India Limited

We have read the Report of Directors on Corporate Governance and have examined the relevant records relating to stcompliance of condition of Corporate Governance by TRICOM INDIA LIMITED for the year ended on 31 March,

2014, as stipulated in Clause-49 of the Listing Agreement executed by the Company with the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the condition of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor complaints are pending for a period exceeding for 30 days against the Company as per records maintained by the Share Transfer and Investors Grievance Committee.

We further state that such compliance is neither an assurance to the future viability of the Company nor the efficiency of effectiveness with which the management has conducted the affairs of the Company.

For KOSHAL & ASSOCIATESCHARTERED ACCOUNTANTSFirm Registration No. 121233W

KOSHAL MAHESHWARIProprietorMembership No. 043746

Place: MumbaithDate : 29 May, 2014



25

nd22 ANNUAL REPORT

INDEPENDENT AUDITORS' REPORT

To the Members ofTricom India Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Tricom India Limited (“the Company”), which comprise stthe Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then

ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General

thCircular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

The Company has not made the provision for interest on deposit of `13.97 Lacs as specified in Note no 3.7. Due to non provision of the said amount, deficit in Statement of Profit and Loss under Reserve and Surplus has been shown less and non-current liabilities have been shown less to this extent. This affects the accounting principles of accrual and consistency as per AS-1 issued by the Institute of Chartered Accountants of India.

Qualified Opinion

In our opinion, and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

sti) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2014;ii) in the case of the Statement Profit and Loss of the Loss of the Company for the year ended on that date; andiii) in the case of Cash Flow Statements, of the cash flows for the year ended on that date.

26

Report on Other Legal & Regulatory Requirements

1. As required by 'the Companies (Auditors Report) Order, 2003' issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

2. As required by section 227(3) of the Act, we report that:a) We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except the matters as specified under basis for qualified opinion.

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in the agreement with the books of accounts.

d) In our opinion, the Statement of Profit and Loss and the Balance Sheet dealt with by this report complywith the Accounting Standards referred to in Section 211(3C) of the Act read with the General Circular

th15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of theCompanies Act, 2013.

ste) On the basis of written representation received from the directors, as on 31 March, 2014 and taken onrecord by the Board of Directors, we report that none of the director of the Company is

st disqualified as on 31 March, 2014 from being appointed as director in terms of Section 274(1)(g) of theAct.

FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS

Registration No. 121233W

KOSHAL MAHESHWARIPlace : Mumbai Proprietor

thDate : 29 May, 2014 Membership No. 043746



27

nd22 ANNUAL REPORT

ANNEXURE TO AUDITOR'S REPORT

Referred to in paragraph 1 under “Report on Other Legal & Regulatory Requirements” in the Independent Auditors' stReport of even date to the members of Tricom India Limited on the financial statements of for the year ended 31

March, 2014

1) (a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets.

st(b) As explained to us, the physical verification of a major portion of fixed asset as on 31 March, 2014 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company. No material discrepancies were noticed on such verification.

(c) Based on our scrutiny of records of the Company and the information and explanations received by us, we report that the Company has not disposed off any major part of the fixed assets, so as to affect its going concern.

2) The nature of activities of the companies is such that Para 4 (ii) (a), (b), (c) of the order are not applicable.

3) In respect of unsecured loans granted to/taken from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and according to the information and explanationgiven to us :

(A) (a) The Company has granted unsecured loans aggregating to `467.69 Lacs (including `24.79 Lacs granted during the year) to its three wholly owned subsidiary companies repayable on demand. At the year endthe loans granted to them aggregates to ̀ 201.24 Lacs. The maximum amount outstanding during the yearwas ̀ 467.66 Lacs.

(b) The rate of interest, where applicable, and other terms and conditions are not prima facie prejudicial to

the interest of the Company having regards to the business relationship with the companies to whom loans have been granted.

(c) There are no overdue interest (wherever applicable) on the above loans granted.

B) (a) The Company has taken interest free unsecured loans from five parties and interest bearing loans from two parties listed in the register maintained under Section 301 of the Companies Act, 1956 aggregating to

` 281.25 Lacs received during the year of which `195.43 is outstanding at the year end. The maximum amount outstanding at any time during the year was ̀ 281.25 Lacs.

(b) The Company is maintaining current account with one other party and the year end balance as per the books of accounts is ̀ NIL.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest of the Company.

(d) The Company is generally regular in paying principal amount and interest wherever applicable.

4) Having regard to the nature of the Company's business and based on our scrutiny of the Company's record we report that the activity of Company does not include purchase of inventory and sale of goods. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls regarding purchase of fixed assets.

5) (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted by it except non compliance of Rules 3(2)(i), (ii) and 3A of the Companies (Acceptance of Deposits) Rules 1975. As per the information provided to us, the Company has received order from the Company Law Board and it has complied with the order of Board.

7) In our opinion, the internal audit functions carried during the year, by a firm of Chartered Accountants appointed by the management, have been commensurate with the size of the Company and nature of its business.

8) According to the information and explanations provided by the management, the Company is not engaged in production, processing, manufacturing and mining activities. Hence provisions of section 209(1)(d) do not apply to the Company.

9) (a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including Provident fund, Investor Education & Protection Fund, Employee State Insurance, Tax under Income-tax Act, 1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except, ̀ 1,131.65 Lacs under Tax under Income-Tax Act, 1961, ESIC of ̀ 113.46 Lacs, Provident Fund of ̀ 135.49 Lacs, Maharashtra Labour Welfare Fund of ̀ 13.46 Lacs, Value Added Tax of ̀ 17.85 Lacs and Professional Tax of

st`76.16 Lacs were outstanding, as at 31 March, 2014 for a period of more than six months from the date they became payable.

According to the records of the Company, there are no dues of Sales Tax, Customs Duty, Wealth-Tax, Excise Duty, Cess which have not been deposited on account of any dispute except Income Tax dues as under. The Company has filed appeal against the disputed Income Tax.

28

Forum where Dispute is pending

Assessment year

Disputed Amount ( ` In Lacs)

Mumbai High Court

2006 -2007

28.45

Mumbai High Court 2007 -2008 193.82

Commissio ner of Income Tax (Appeals) 2007 -2008 101.45 Income Tax AppellateTribunal

2008 -2009

183.38

Commissioner of Income Tax (Appeals)

2009 -2010

210.75


2010 -2011

353.23


2011 -2012

155.06

Commissioner of Income Tax (Appeals) 2012 -2013 124.33



( c )

29

nd22 ANNUAL REPORT

st10) The Company does not have accumulated losses as at 31 March, 2014 and the Company has not incurred cash losses during the current year and in the immediately preceding financial year after considering the interest reversal and other balances written off.

11) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

12) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

14) As per the records of the Company and information and explanations given to us by the management, Company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the information and explanation given to us the Company has given guarantee for loans taken by its subsidiary Company from banks or financial institutions. The terms of such guarantees are not prejudicial to the interest of the Company.

16) The term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us, and on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short-term basis have been prima-facie used for long-term investment. No long term funds have been used to finance short term assets.

18) According to the records of the Company, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

19) As informed to us, the Company has not raised any money by public issue during the period covered by our audit report.

20) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN -121233W

KOSHAL MAHESHWARI PROPRIETOR Membership No. 043746

Place : MumbaithDate : 29 May, 2014

30

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2014 Amount (` )

As at As at

PARTICULARS 31 March, 2014 31 March, 2013

I. EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 2.1 15,84,10,900

15,84,10,900

(b) Reserves and Surplus 2.2 84,74,67,573

1,15,89,57,100

Non-Current Liabilities

(a) Long-Term Borrowings 2.3 39,86,11,151

42,55,35,778

(b) Deferred Tax Liabilities (Net) 2.4 5,16,05,713

2,16,01,425

(c) Long Term Provisions 2.5 60,10,593

51,80,276

Current Liabilities

(a) Short-Term Borrowings 2.6 32,22,52,991

33,26,87,681

(b) Trade Payables 2.7 2,04,68,127

3,23,38,432

(c) Other Current Liabilities 2.8 41,20,59,085

23,02,53,470

(d) Short-Term Provisions 2.9 4,76,57,917

4,37,42,727

Total Equity & Liabilities 2,26,45,44,050

2,40,87,07,789

II.ASSETS

Non-Current Assets

(a) Fixed Assets 2.10

(i) Tangible Assets 5,55,95,483 6,77,15,944

(ii) Intangible Assets 49,21,06,277 40,17,51,740 (b) Non-Current Investments 2.11 1,21,07,40,396 1,07,30,44,603 (c) Long-Term Loans and Advances 2.12 1,53,59,711

2,30,52,108

(d) Other Non-Current Assets 2.13 13,07,932

23,15,320

Current Assets

(a) Inventories 2.14 -

16,70,69,518

(b) Trade Receivables 2.15 39,62,02,393

46,47,16,056

(c) Cash and Bank Balances 2.16 25,25,523

25,09,477

(d) Short-Term Loans and Advances 2.17 9,00,01,155

20,58,27,843

(e) Other Current Assets 2.18 7,05,180

7,05,180

Total Assets 2,26,45,44,050

2,40,87,07,789

SIGNIFICANT ACCOUNTING POLICIES 1

NOTES TO ACCOUNTS 3

Notes referred to above and notes attached there to form an integral part of Balance Sheet

AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD

FOR KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 121233W

CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

KOSHAL MAHESHWARI

Proprietor

Membership No. 043746

Place : Mumbai

Date : 29th May, 2014

Note No.



RAJESH PANAMBURKAR

DIRECTOR

31

STANDALONE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2014 Amount (` )

For the year ended For the year ended

31 March, 2014 31 March, 2013

I Revenue from Operations 2.19 34,81,95,133 44,14,89,210

II Other Income 2.20 4,20,31,097 5,01,71,394

Total Revenue 39,02,26,230

49,16,60,604

III Expenses

Changes in Inventories of Finished Goods, Work-

In-Progress and Stock-In-Trade 2.21-

6,87,12,344

Employee Benefits Expense 2.22 15,79,98,734

16,20,72,113

Finance Cost 2.23 17,96,13,181

22,14,64,923

Depreciation and Amortization Expenses 2.10 9,25,04,322

5,51,98,961

Other Administrative Expenses 2.24 11,45,13,140

12,65,42,744

Total Expenses 54,46,29,377

63,39,91,085

IV Profit/ (Loss) before exceptional and

extraordinary items and tax(15,44,03,147)

(14,23,30,481)

V Exceptional Items

Less: Sundry Balance Written-off (12,73,84,950)

-

VI Profit/ (Loss) before extraordinary items and tax (28,17,88,097)

(14,23,30,481)

VII Extraordinary Items -

-

VIII Profit/ (Loss) before tax (28,17,88,097)

(14,23,30,481)

IX Tax expense

Add: Prior year tax 3,02,858

-

Less: Deferred tax (3,00,04,288)

(1,16,71,480)

X Profit/ (Loss) for the period (VIII - IX) (31,14,89,527) (15,40,01,961)

XI Earning per Equity share (Face value `2/-)

Basic (3.93)

(2.02)

Diluted (3.93)

(2.02)


NOTES TO ACCOUNTS 3

Notes referred to above and notes attached there to form an integral part of Statement of Profit & Loss





KOSHAL MAHESHWARI

Proprietor


Place : Mumbai


PARTICULARS Note No.

nd22 ANNUAL REPORT

CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

32

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Amount (` )


PARTICULARS 31 March, 2014 31 March, 2013

A - Cash flow from operating activities

Profit/ (Loss) Before Tax (28,17,88,097) (14,23,30,481)

Adjustment for:

Depreciation and Amortization Expenses 9,25,04,322 5,51,98,961

Interest Expenses 14,38,26,224 13,09,55,705

Interest Reversal/ (Received) 3,57,86,957

9,05,09,218

Miscellaneous Expenditure Written-off 7,05,180

7,05,180

Loss on Sale of Fixed Assets 6,62,462

1,32,811

Sundry Balance Written-off 12,73,84,950

-

Assets Written-off 22,06,295

-

Operating Profit/ (Loss) before Working capital changes 12,12,88,293

13,51,71,394

Adjustment for:

Inventory 16,70,69,518

6,87,12,344

Trade and other receivable 12,70,08,256

24,21,21,241

Trade and other payables 2,48,88,390

10,00,00,157

Cash generated from Operating activities 44,02,54,457

54,60,05,136

Direct Taxes (paid)/ refund 76,18,093

(71,57,581)

Operating Cash flow before prior period item 44,78,72,550

53,88,47,555

Prior period income/ (expenses) -

-

Net cash from operating activities 44,78,72,550

53,88,47,555

B - Cash flow from investing activities

Purchase/ Sale of Fixed Assets (net) (17,36,07,155)

(28,67,52,176)

Purchase of Investments (13,76,95,793)

(14,40,90,537)

Interest Received/ (Reversal) (3,57,86,957)

(9,05,09,218)

Inter Corporate Deposit placed (6,79,00,649) (6,45,16,862) Net cash used in investing activities (41,49,90,554) (58,58,68,793) C - Cash Flow from financing activities

Proceeds of borrowings 14,43,02,954

24,89,82,952

Repayment of borrowings (3,33,42,680)

(7,16,22,174)

Interest paid (14,38,26,224)

(13,09,55,705)

Dividend paid -

(6,50,200)

Net Cash from financing activities (3,28,65,950)

4,57,54,872

Net Increase/ Decrease in cash and cash equivalents (A+B+C) 16,046

(12,66,366)

Cash and Cash equivalents at the beginning of the year 25,09,477

37,75,842

Cash and Cash equivalents at the end of the year 25,25,523

25,09,477

Previous year's figures have been regrouped wherever necessary to confirm to this year's classification.





KOSHAL MAHESHWARI

Proprietor


Place : Mumbai


AUDITOR'S CERTIFICATE

We have verified the attached Cash Flow Statement of Tricom India Limited, derived from the audited financial

statements and books and records maintained by the Company for the year ended 31st March, 2014 and found the

same in agreement therewith.



CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

33

st NOTES ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2014

1- SIGNIFICANT ACCOUNTING POLICIES1.1 Basis of preparation of Financial Statements:

The financial statements have been prepared under the historical cost convention, on the basis of going concern and on accrual method of accounting except the provision of interest on deposit as referred to note no 3.7, in accordance with Normally Accepted Accounting Principles and provisions of the Companies Act, 1956 as adopted consistently by the Company. All incomes and expenditures having material bearing on financial statements are recognized on accrual basis. The Company has complied with all the mandatory Accounting Standards (AS) to the extent applicable as prescribed by the Company's (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 (which continues to be applicable in respect of Section 133 of the

thCompanies Act, 2013 in terms of the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs). The Accounting policies have been consistently applied except where a newly issued Accounting Standard is initially adopted or a revision to an existing Accounting Standard requires a change in the Accounting Policy hitherto in use.

1.2 Use of Estimates:The preparation of the financial statements in conformity with Normally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amounts of the assets and liabilities on the date of financial statements and the report amount of revenues and expenses during the reported period. Difference between the actual results and estimates are recognized in the period in which it gets materialized.

1.3 Revenue RecognitionRevenue from services is recognized based on time and material and billed to the clients as per the terms of the contract. In the case of fixed price contracts, revenue is recognized on periodical basis based on units executed and delivered.Revenue from sale of software is recognized on delivery and transfer of ownership of the software to the clients.Revenue from sale of software licenses are recognized upon delivery where there is no customization required. In case of customization the same is recognized over the life of the contract using the proportionate completion method.Other Income: Interest Income is accounted on accrual basis. Dividend income is accounted for when right to receive is established.

1.4 Fixed Asset, Depreciation and Amortisationa) Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation. For this purpose cost comprises of cost of acquisition and all costs directly attributable to bringing the asset to the present condition for its intended use. Capital work in progress comprises advance paid to acquire fixed assets and the cost of fixed assets that are not ready for their intended use at the balance sheet date.

b) Method of Depreciation:Depreciation is provided during the year under Straight Line method, on pro-rata basis on assets put to use at the rates prescribed under Schedule XIV of the Companies Act, 1956. Individual low cost assets (acquired for less than ̀ 5,000/-) are entirely depreciated in the year of acquisition.

1.5 Investments :Investments are valued at cost inclusive of all expenses incidental to their acquisition. All the investments are intended to be held for a period of more than one year from the date on which investments are made are classified as long term investments. All long term investments are carried at cost. No provision for diminution in value of long term investments is made. Overseas Investments are carried at their original rupee cost of acquisition.

1.6 Foreign Currency Transactions:Transactions in foreign currency are recorded at the rates of exchange prevailing on the date of transactions. Exchange differences are recorded when the amount actually received on sales or actually paid when expenditure is incurred, is converted into Indian Rupees. The exchange differences arising on foreign currency transactions are recognized as income or expense in the year in which they arise.Fixed assets purchased are recorded at cost, based on the exchange rate as of the date of purchase.Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevailing at the date of balance sheet. In case of items which are covered by forward exchange contracts, the difference between the exchange rate prevailing at the Balance Sheet date and the rate on the day of contract is recognized as exchange difference. The resulting difference is also recorded in the Statement of Profit and Loss.

nd22 ANNUAL REPORT

34

1.7 Retiring Benefits: The Company has Defined Contribution Plan for its Employees' Retirement Benefits comprising of Provident Fund, Employees' State Insurance Fund which are recognized by the Income Tax Authorities. The Company and eligible employees make monthly contributions to the Provident Fund equal to specified percentage of the covered employees' salary. The Company also contributes to Employees' State Insurance Fund and has no further obligation to the plan beyond its monthly contribution.The Company has Defined Benefit Plan comprising of Gratuity. The benefits are based on final salary and cost of the benefit is entirely borne by the Company. The benefits of the scheme are paid in accordance with the Payment of Gratuity Act, 1972 without any monetary limit. The liability for Gratuity is determined on the basis of an independent actuarial valuation done at the year end. The liability is computed based on current salary levels projected to the probable due date. The method employed is projected unit credit method.As per Company Policy the unused accumulated leave balance lapses at the yearend and no employee is entitled to cash compensation for unused accumulated leave balance at the end of the year , hence, no provision is required to be made.

1.8 Income TaxTax expense comprises of current and deferred tax.Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 after complying with the various provisions of the Act.Provision for deferred tax is made using the applicable rate of taxation, for all timing differences which arise during the year and are reversed in subsequent periods.Minimum alternative tax (MAT) paid in accordance to the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability is considered as an asset when there is convincing evidence that the Company will pay normal income tax after the tax holiday period. Accordingly MAT is recognized as asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

1.9 Inventory: Work-In-Progress is valued at cost. Traded goods are valued at lower of cost or net realizable value.1.10 Software:

The Company has internally generated software for its captive use for the various long term projects received. The direct cost of this software is capitalized and shown as Intangible assets under the Group Fixed Assets. This amount would be amortized beginning from the year subsequent to the year in which the said is put to use. The amortization period would be the project period or three equal yearly installments whichever is less.

1.11 Earning Per Share:In determining earnings per share, the Company considers the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

1.12 Contingent Liability:Claims against the Company are recognized when Board of Directors determine that it is probable that the liability will be payable. Claims made by the Company are recognized when formal intimation of the agreement of the Claim is received from the counter parties. Contingent Liabilities are not recognized but are disclosed in the notes (Refer note 3.1).

1.13 Leases: In respect of Operating leases, lease rentals are expensed with reference to the terms of lease.

1.14 Miscellaneous Expenditure (To the extent not written off or adjusted):Expenses incurred would be amortized over a period of ten years beginning from the date of incurrence.

1.15 Accounting policies not specifically referred to are consistent with the Indian Normally Accepted Accounting Principles.



35

Notes Forming Integral Part of the Balance Sheet as at 31st March 2014

Note : 2.1 Share Capital

Number of

Shares Amount (` )

Number of

Shares Amount (`)

I AUTHORISED CAPITAL

Equity Shares of `2/- each 20,00,00,000

40,00,00,000

8,75,00,000

17,50,00,000

Preference Shares of `100/- each -

-

2,50,000

2,50,00,000

TOTAL 20,00,00,000

40,00,00,000

8,77,50,000

20,00,00,000

II ISSUED, SUBSCRIBED & PAID UP CAPITAL


15,84,10,900

7,92,05,450

15,84,10,900

TOTAL 7,92,05,450

15,84,10,900

7,92,05,450

15,84,10,900

a - Rights, preferences and restrictions attached to shares:

b - Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Number of

Shares Amount (` )

Number of

Shares Amount (`)

Equity Shares

Shares outstanding at the beginning of the year 7,92,05,450 15,84,10,900 6,56,95,450 13,13,90,900

Shares issued during the year/ period - - 1,35,10,000 2,70,20,000

Shares outstanding at the end of the year 7,92,05,450 15,84,10,900 7,92,05,450 15,84,10,900

PARTICULARS

As at 31 March, 2013



PARTICULARS


1- The Company has only one class of equity shareholders. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to

approval by the shareholders at the ensuing Annual General Meeting.

2- In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining

assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number

of equity shares held by the shareholders.

Note : 2.2 Reserves & Surplus

Capital Reserve

Opening balance

Add: For the year

Closing balance

Securities Premium Reserve

Opening balance

Add: Amount received on Shares issued during the year

Closing balance

General Reserve

Opening balance

Add: For the year

Closing balance

Surplus in the Statement of Profit & Loss

Opening balance

Add: Profit/ (Loss) for the year

Closing balance

TOTAL

PARTICULARS

As at

31 March, 2014

31,995

-

31,995

50,69,43,130

-

50,69,43,130

4,74,51,296

-

4,74,51,296

60,45,30,679

(31,14,89,527)

29,30,41,152

84,74,67,573

Amount (` )

As at

31 March, 2013

31,995

-

31,995

35,15,78,130

15,53,65,000

50,69,43,130

4,74,51,296

-

4,74,51,296

75,85,32,640

(15,40,01,961)

60,45,30,679

1,15,89,57,100

nd22 ANNUAL REPORT

36

Amount (` )

As at As at

31 March, 2014 31 March, 2013

Note : 2.3 Long Term Borrowings

Secured (refer note a & b below)

Term Loans

- From Banks

Indian rupee loan 19,76,76,563 27,05,20,313

Vehicle Loans from Banks & FI's 4,60,123 14,41,680

Unsecured

Public Deposits

Others 19,66,55,550 15,29,49,068

Inter-corporate Deposits - 6,24,717

Loans and advances from Directors 38,18,915 -

TOTAL 39,86,11,151 42,55,35,778

a - Security for Long Term - Secured Loans

PARTICULARS

(i) Loan from Banks are secured by way of hypothecation of fixed assets (except vehicles) of the Company, book

debts, pledge of shares of subsidiaries and pledge of fixed deposits with a Bank and further secured by personal

guarantee of a Director.

(ii) Vehicle Loans from Banks are secured against the specific vehicle financed by respective banks.

b - Details of terms of repayment for the long-term borrowings: Amount ( )`

Long TermCurrent

MaturityLong Term

Current

MaturityCapital Repayment

Bank 1 - Term Loan 1 `4.75 Crores

Repayable in 57 monthly instalments commencing from October 2012 and repayable by June 2017.

2,47,00,000

1,67,82,337

3,31,00,000

1,35,47,998

The Company has defaulted in

paying the instalments for the

period March 2013 to March

2014.


Repayable in 54 monthly

instalments commencing from

January 2013 and repayable

by June 2017.

11,69,00,000

9,53,49,439

14,93,00,000

4,06,83,857



period August 2013 to March

2014.


Repayable in 48 monthly

instalments of `0.2670 crores

each commencing from

January 2013 and repayable

by December 2016.

5,60,76,563 9,90,79,792 8,81,20,313 4,50,02,656



month of January 2013 to

March 2014.

PARTICUALRS TERMS OF REPAYMENTAs at 31 March, 2013

Term loans from banks:




37

Amount (`)

As at As at

31 March, 2014 31 March, 2013

Note : 2.4 Deferred Tax Liability(Net)Fixed Assets: Impact of difference between tax depreciation and

depreciation charged for the financial reporting 5,16,05,713 2,16,01,425

TOTAL 5,16,05,713 2,16,01,425

Note : 2.5 Long Term Provisions

Provision for Employee Benefits

Gratuity Provision 60,10,593 51,80,276 TOTAL 60,10,593 51,80,276

Note : 2.6 Short Term Borrowings

Unsecured

Fixed Deposits - 33,00,000

Inter-corporate Deposits 20,74,61,695 18,43,32,162

SecuredLoan Repayable on Demand - From Bank (Refer note a below) 11,47,91,296 10,10,50,007 - From other - 4,40,05,512 TOTAL 32,22,52,991 33,26,87,681

Note : 2.7 Trade PayableDue to Micro Small and Medium Enterprise (Refer note 3.3) - - Others 2,04,68,127 3,23,38,432 TOTAL 2,04,68,127 3,23,38,432

Note : 2.8 Other Current Liabilities

Current maturities of long term debtSecuredTerm Loans - From Banks 21,12,11,568 9,92,34,511

Vehicle Loans from Banks & FI's 18,46,063 20,99,527 UnsecuredFixed Deposits 3,88,34,097 81,26,000 Inter-corporate Deposits 9,38,637 11,89,972

Interest accrued but not due on borrowings 25,02,471 12,63,085

Interest accrued and due on borrowings 2,13,14,077 65,98,583

Unpaid matured deposits and interest accrued thereon 68,71,000 5,95,000 Unclaimed Dividends 14,02,572 14,04,868 Payable for Capital goods 59,88,691 56,52,616 Provision for expenses 1,10,12,515 1,77,87,968 Statutory liabilities 11,01,37,394 8,63,01,339 TOTAL 41,20,59,085 23,02,53,470

Note : 2.9 Short Term ProvisionsProvision For Employees Benefit 4,60,11,852 4,00,56,154 Provisions-OthersProvision for Fringe Benefit Tax 16,46,065 36,86,573 TOTAL 4,76,57,917 4,37,42,727

PARTICULARS

a - Loan from Banks are secured by way of hypothecation of fixed assets (except vehicles) of the Company, book debts,

pledge of shares of subsidiaries and pledge of fixed deposits with a Bank and further secured by personal guarantee of a

Director.

nd22 ANNUAL REPORT

38



Not

e : 2

.10

Fix

ed A

sset

Am

ount

(`

)

Bal

ance

as

at

1st

Apr

il 20

13

Add

itio

n

duri

ng t

he y

ear

Ded

ucti

on

duri

ng t

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ear

Bal

ance

as

at

1st

Apr

il 20

13

Add

itio

n

duri

ng t

he y

ear

Ded

ucti

on

duri

ng t

he y

ear

ITa

ngib

le A

sset

s

Air

-con

diti

oner

s64

,93,

805

1,67

,836

-

66,6

1,64

1

14,6

0,72

5

3,11

,627

-

17,7

2,35

2

48,8

9,28

950

,33,

080

Com

pute

rs11

,55,

03,6

8510

,05,

719

2,48

,66,

714

9,16

,42,

690

9,94

,09,

091

53,6

5,39

6

2,36

,72,

479

8,11

,02,

008

1,05

,40,

682

1,60

,94,

594

Elec

tric

al in

stal

lati

ons

1,18

,61,

148

11,9

25

-

1,18

,73,

073

35,2

8,86

2

5,63

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-

40,9

2,81

2

77,8

0,26

183

,32,

286

Fax

mac

hine

11,0

55-

-

11,0

55

4,55

6

525

-

5,08

1

5,97

46,

499

Furn

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es &

Fix

ture

s4,

38,1

6,88

33,

19,9

79

5,

20,0

00

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36,1

6,86

2

1,

60,3

6,61

0

27

,72,

579

4,

17,0

71

1,

83,9

2,11

8

2,

52,2

4,74

42,

77,8

0,27

3

Off

ice

Equi

pmen

ts38

,53,

152

37,3

50

14,8

4,65

1

24,0

5,85

1

10,9

1,08

9

1,43

,025

6,

65,9

44 5,

68,1

70

18,3

7,68

127

,62,

063

Vehi

cles

(Car

s)1,

29,2

0,00

8-

14

,85,

894

1,

14,3

4,11

4

54

,99,

660

11

,92,

594

3,

94,8

61

62

,97,

393

51

,36,

721

74,2

0,34

8

Tele

phon

e in

stal

lati

ons

4,13

,908

-

1,44

,248

2,69

,660

1,27

,106

16,2

44

53,8

22

89,5

28

1,80

,132

2,86

,802

TOTA

L (I

)19

,48,

73,6

4415

,42,

809

2,85

,01,

507

16,7

9,14

,946

12,7

1,57

,700

1,03

,65,

940

2,52

,04,

177

11,2

3,19

,463

5,55

,95,

483

6,77

,15,

944

IIIn

tang

ible

Ass

ets

Soft

war

e Pu

rcha

sed

47,3

4,01

,555

16,7

4,20

,950

-

64,0

8,22

,505

8,73

,87,

073

7,44

,64,

966

-

16,1

8,52

,039

47,8

9,70

,466

38,6

0,14

,482

Soft

war

e D

evel

opm

ent

7,82

,86,

780

50,7

1,96

9

-

8,33

,58,

749

6,25

,49,

522

76,7

3,41

6

-

7,02

,22,

938

1,31

,35,

811

1,57

,37,

258

TOTA

L (I

I)55

,16,

88,3

3517

,24,

92,9

19-

72,4

1,81

,254

14,9

9,36

,595

8,21

,38,

382

-23

,20,

74,9

7749

,21,

06,2

7740

,17,

51,7

40

TOTA

L (I

+II)

74,6

5,61

,979

17,4

0,35

,728

2,85

,01,

507

89,2

0,96

,200

27,7

0,94

,294

9,25

,04,

322

2,52

,04,

177

34,4

3,94

,439

54,7

7,01

,760

46,9

4,67

,684

Prev

ious

Yea

r46

,01,

95,4

2628

,71,

32,1

727,

65,6

1974

,65,

61,9

7922

,21,

53,3

835,

51,9

8,96

12,

58,0

5027

,70,

94,2

9446

,94,

67,6

8423

,80,

42,0

42

Sr.

No

Part

icul

ars

Gro

ss B

lock

D

epre

ciat

ion

Net

Blo

ck

Bal

ance

as

at

31st

Mar

ch 2

014

Bal

ance

as

at

31st

Mar

ch 2

014

Bal

ance

as

at

31st

Mar

ch 2

013

Bal

ance

as

at

31st

Mar

ch 2

014

39

Amount (`) As at As at

31 March, 2014 31 March, 2013 Note : 2.11 Non Current Investment (at cost)

Trade Investments (Un-quoted)Investment in Subsidiaries:

1,89,57,507/- (Previous year 1,80,45,877/-) shares of common stock of

Tricom Document Management Inc., USA, no par value 89,03,77,880 83,55,88,917

2,19,21,289/- (Previous year 1,36,30,606/-) Equity Shares of Tricom

Infotech Solutions Limited of `10/- each fully paid up 29,52,13,516 21,23,06,686

10,000/- (Previous year 10,000/-) Equity shares of Tricom I.T. Services

Private Limited (formerly known as Mastiff Internet Media Solutions (P)

Limited) of `10/- each fully paid up

1,22,14,000 1,22,14,000

1,60,000/- (Previous year 1,60,000/-) Equity shares of Mastiff Tech

Private Limited of `10/- each fully paid up 1,27,86,000 1,27,86,000

10,000/- (Previous year 10,000/-) Equity shares of Tricom LPO Private

Limited of `10/- each fully paid up 1,00,000 1,00,000

Non-trade Investments (Others - Un-quoted)4,900/- Equity Shares of Malad Sahakari Bank Ltd. of `10 each fully paid up 49,000 49,000

TOTAL 1,21,07,40,396 1,07,30,44,603

Note : 2.12 Long Term Loans and AdvancesUnsecured, Considered GoodSecurity Deposit 1,53,59,711 2,30,52,108 TOTAL 1,53,59,711 2,30,52,108

Note : 2.13 Other Non Current AssetPrepaid Expenses 5,23,799 8,26,007 Miscellaneous Expenditure 7,84,133 14,89,313 TOTAL 13,07,932 23,15,320

Note : 2.14 Inventories(Valued at lower of the cost and net realizable value)Stock-In-Trade - 16,70,69,518 TOTAL - 16,70,69,518

Note : 2.15 Trade Receivables

Unsecured, Considered good

Receivables outstanding for a period exceeding six months from the

date they are due for payment24,72,41,818

22,34,35,244

Others 14,89,60,575

24,12,80,812

TOTAL 39,62,02,393

46,47,16,056

Note : 2.16 Cash & Bank BalancesCash and Cash EquivalentsCash on Hand 4,32,335

6,38,796

Balances with Banks- Balances with banks in EEFC accounts 45,986

41,617

- Other Bank Balances including balances in Current accounts 3,86,969

1,94,785

(A)''''''''''''' 8,65,290

8,75,198

Other Bank BalancesUnclaimed dividend accounts 14,04,478

14,04,774

Fixed deposit with banks 2,55,755

2,29,505

(B)''''''''''''' 16,60,233

16,34,279

TOTAL (A+B) 25,25,523

25,09,477

PARTICULARS

nd22 ANNUAL REPORT

40

Amount (`) As at As at

31 March, 2014 31 March, 2013 Note : 2.17 Short Terms Loans and Advances

Unsecured, considered goodLoan to Companies & Other parties 4,70,96,971 7,74,15,571

Loans & Advances to Related parties 2,01,24,206 4,42,89,907

Advance Income Tax (net of provision for taxation) 1,20,27,455 1,96,45,549 Advance Recoverable in cash or in kind or for value 77,57,236

5,33,89,895

Prepaid Expenses 29,95,287 1,10,86,922 TOTAL 9,00,01,155

20,58,27,843

Note : 2.18 Other Current Assets

Miscellaneous Expenditure 7,05,180

7,05,180

TOTAL 7,05,180

7,05,180

PARTICULARS

Notes Forming Part of the Statement of Profit & Loss

For the year ended31 March, 2014

Note : 2.19 Revenue from OperationsIncome from Services 34,81,95,133

TOTAL 34,81,95,133

Note : 2.20 Other IncomeMiscellaneous Income 1,94,591

Net gain on foreign currency transactions/translation 4,18,36,506

TOTAL 4,20,31,097

Note : 2.21 Change in Inventories of Finished Goods, Work-In-Progress and Stock-In-TradeOpening Stock of Stock-In-Trade and Work-In-ProgressWork-In-Progress -

Stock-In-Trade 16,70,69,518

Less: Capitalised to Fixed Assets 16,70,69,518

Closing Stock of Stock-In-Trade and Work-In-ProgressWork-In-Progress - Stock-In-Trade - TOTAL -

Note : 2.22 Employee Benefits ExpenseSalaries & Incentives 14,66,08,698 Directors Remuneration 4,80,000 Contribution to Provident and Other Funds 1,12,16,688 Staff Welfare expenses 21,20,218

16,04,25,604 Less: Capitalised (24,26,870) TOTAL 15,79,98,734

Note : 2.23 Finance CostsInterest Expenses 13,68,94,320 Other Borrowing Costs 69,31,904

14,38,26,224 Less: Interest (Earned)/Reversal 3,57,86,957 TOTAL 17,96,13,181

PARTICULARS

Amount (`)

For the year ended31 March, 2013

44,14,89,210

44,14,89,210

13,42,830

4,88,28,564

5,01,71,394

8,85,000

23,48,96,862

-

- 16,70,69,518

6,87,12,344

15,26,99,404 4,80,000

93,38,129 27,38,005

16,52,55,538 (31,83,425)

16,20,72,113

11,14,52,359 1,95,03,346

13,09,55,705 9,05,09,218

22,14,64,923



to be considered good

41

Amount (`)


31 March, 2014 31 March, 2013Note : 2.24 Other Administrative Expenses

Advertisement and Sales Promotion 7,80,026 12,37,353 Fixed Assets Written-off 22,06,295 - Auditors Remuneration (Refer note 'a' below) 6,67,497 11,80,000 Bad debts Written-off 3,92,97,289 51,17,924 Bank Charges 5,37,153 8,70,056 Commission Expenses 4,10,50,654 4,77,79,859 Communication Expenses 27,45,743 48,13,187 Compounding fees 3,66,164 - Directors' Sitting Fees - 15,000 Donation - 46,01,000 Electricity Expenses 79,89,531 1,33,99,491 Foreign travel 2,74,283 13,81,551 Insurance Expenses 1,18,896 1,44,644 Legal & Professional Fees 22,46,594 44,33,348 Loss on sale of Assets 6,62,462 1,32,811 Miscellaneous Expenses 7,34,064 11,25,432 Motor Car Expenses 3,36,799 6,33,002 Miscellaneous Expenditure Written-off 7,05,180 7,05,180

Printing & Stationery Expenses 3,20,679 7,05,144

Rent Rates & Taxes 40,15,393 1,89,86,084

Repair & Maintenance 30,63,612 42,55,627 Security Expenses 9,99,347 11,66,477

Service Charges 68,67,710 1,17,31,978

Service Tax Refund Rejection - 49,20,034

Travelling & Conveyance Expenses 6,56,192 10,92,351

Water Charges 5,26,349 5,04,507

11,71,67,912 13,09,32,040

Less: Capitalised (26,54,772) (43,89,296)

TOTAL 11,45,13,140 12,65,42,744

a - Payments to the auditorsAs auditors - Statutory Audit 6,67,497 7,50,000

For taxation matters - 75,000

For other services - Certification - 3,55,000 TOTAL 6,67,497 11,80,000

PARTICULARS

nd22 ANNUAL REPORT

42

Additional information to the Financial StatementsNote : 3.1 Contingent liabilities and commitments (to the extent not provided for) (` in Lacs)

As at As at

31 March, 2014 31 March, 2013

8.31 8.31

1,350.46 681.73

869.00 869.00

Note : 3.2

Note : 3.3

Note : 3.4 Intangible Assets

Note : 3.5

Note : 3.6 Operating lease

Note : 3.7

The Company has not received any information from all its vendors regarding their status under Micro,

Small and Medium Enterprises Development Act, 2006. However, as per the information available there

are no amounts outstanding for a period beyond the stipulated period as specified under Micro, Small and

Medium Enterprises Development Act, 2006.

During the year the Company has internally generated software for its captive use for the various long

term projects received and also developed software for sale of its licenses. The cost of `50.72 Lacs

(Previous Year `75.73 Lacs) is capitalized and shown as Intangible assets under the Group Fixed Assets.

Few debtors, creditors and loans and advances are subject to confirmation and reconciliation if any.

The Company’s significant leasing agreements are in respect of operating lease for office premises. These

leasing agreements are cancelable and renewable by mutual consent on mutually acceptable terms. The

aggregate lease rentals payable by the Company are charged to Statement of Profit and Loss as a rent

amounting to `39.00 Lacs (Previous year `188.00 Lacs). The future minimum lease payments under non-

cancelable operating leases due within a period of one year are estimated at `NIL (Previous year `NIL) and

due later than one year but not later than five years are estimated at `NIL. (Previous year `NIL Lacs).

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 aforesaid 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.

In the opinion of the Board, the Current Assets, Loans and Advances have been stated at a value realizable

in the ordinary course of business.

PARTICULARS

i) Bank Guarantees issued to Custom authorities & othersii) Appeals filed at different forums/ authorities in respect of

disputed demands: Income Taxiii) Corporate Guarantee given by the Company in respect of

credit limits sanctioned by a bank to a Subsidiary CompanyNote : Future cash outflows in respect of (ii) above are determinable only on receipt of judgments/

decisions pending with the respective forums/ authorities.

Disclosures under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006



Note : 3.8 Employee Benefits:The disclosure required as per the revised AS-15 are as under:

Brief description of the Plan :

I. Charge to the Statement of Profit and Loss based on contributions ( ` in Lacs )As at As at

31 March, 2014 31 March, 2013Employer's contribution to Provident Fund 55.65

28.43

Employer's contribution to Employees' State Insurance 43.05

40.91

A. Change in Defined Benefit ObligationProjected benefit obligations as at the beginning of the year 52.68

46.38

Service cost 11.45

8.16

Interest cost 4.21

3.94

Past service cost -

-

Actuarial (gain)/loss on obligation (4.24)

9.44

Benefit Paid (3.24)

(15.24)

Projected benefit obligations as at the end of the year 60.86

52.68

B. Charge to the Statement of Profit and Loss based on Actuarial

valuationCurrent service cost 11.45

8.16

Interest cost 4.21

3.94

Expected Return on Plan Assets -

-

Net Actuarial gain (4.24)

9.44

Net Periodic cost 11.42

21.54

C. Amount recognized in the Balance SheetPresent Value of obligation 60.86

52.68

Present value of Assets -

-

Liability recognised in Balance Sheet 60.86

52.68

D. Movement in net liability recognized & Disclosed in Balance SheetNet Liability as at the beginning of the year 52.68

46.38

Expenses as above 11.42

21.54

Contributions Paid (3.24)

(15.24)

Net Liability as at the end of the year 60.86 52.68

E. Principal actuarial assumptions usedDiscount Rate 9.00%Salary Increment Rate 6.00%Retirement Age 58 yearsAttrition rate till the age of 30 2.00%

II - Indian Assured lives Mortality (2006-08) Ultimate is used for the purpose of valuation.

The Company has schemes for long term benefits such as Provident Fund and Gratuity. The Company’s defined contribution

plans are Provident Fund and Employees’ State Insurance Fund (under the provisions of the Employees’ Provident Funds and

Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company

has Defined Benefit Plan comprising of Gratuity. The benefits are based on final salary and cost of the benefit is entirely borne

by the Company. The benefits of the scheme are paid in accordance with the Payment of Gratuity Act, 1972 without any

monetary limit. The liability for Gratuity is determined on the basis of an independent actuarial valuation done at the year

end. As per the Company’s Policy Leaves can be accumulated upto 21 days during the tenure of the service and at any given

time and employees are entitled to cash compensation for maximum 21 days of unused accumulated leave balance only in the

event of exit of employee.

PARTICULARS

II. Disclosures for Defined Benefit Plans based on actuarial report

I - The estimates of future salary increase, considered in actuarial valuation, takes account of inflation.

(Non-Funded) Gratuity

43

nd22 ANNUAL REPORT

44

Note : 3.9 Earning per share Amount in (`)

As at As at

31 March, 2014 31 March, 2013

Basic Earning Per ShareProfit/ (Loss) for the year attributable to the equity shareholders A (31,14,89,527) (15,40,01,961)

Weighted average number of equity shares for basic EPS B 7,92,05,450 7,63,39,888

Basic Earnings per share - (`) A/B (3.93) (2.02)

Diluted Earning Per ShareProfit/ (Loss) for the year attributable to the equity shareholders A (31,14,89,527) (15,40,01,961)

Weighted average number of equity shares for diluted EPS B 7,92,05,450 7,63,39,888

Diluted Earning per share - (`) A/B (3.93) (2.02) Face value per share (`2/- each)

PARTICULARS

Note : 3.10 Related party transactions

Names of related parties

Non-Executive Directors

* Ceased to be Director w.e.f. 8th January, 2014** Ceased to be Director w.e.f. 30th September, 2013

Description of relationship

Entities having significant influence over the Company Tricom Fruit Products LimitedAdilnath Finance Private LimitedTrio Mercantile & Trading LimitedManshanti Enterprises

Executive Directors Mr. Chetan S. Kothari - Managing Director

Mr. Jayant B. Tanksale *Mr. Baldev Boolani **

Kothari Financial Services

Mr. Paresh Pathak

Tricom Infotech Solutions (Cyprus) Limited #Grand Imaging Technology Inc. (formerly known as

GTESS- Tricom Corporation) ##

* - Held through Tricom Document Management Inc.# - Held through Tricom Infotech Solutions Limited## - Held through Tricom Infotech Solutions Inc.

Tricom Data Services, Inc. *Tricom Software Services, Inc. *Tricom Litigation Coding Services, Inc. *Tricom Search Services, Inc. *Tricom Infotech Solutions, Inc. #

Tricom I.T. Services Private LimitedTricom LPO Private LimitedPacific Data Centers, Inc. *

Subsidiary Companies Tricom Document Management Inc.Tricom Infotech Solutions LimitedTricom Data Processing Private Limited (formerly known

as Mastiff Tech Private Limited)



45

(` in Lacs)

Particulars SubsidiariesKey Management

Personnel

Other related

parties/Entities

having significant

influence over

the Company

Total

Transaction during the year

Sale 2,731.76 - - 2,731.76 (3,661.48) - - (3,661.48)

Service charges paid - - - -

(113.97) - - (113.97)

Software purchased - - - -

(2,736.28) - - (2,736.28)

Commission paid 410.51 - - 410.51 (477.80) - - (477.80)

Loans & advances given 445.37 - 278.30 723.67 (468.51) - (295.03) (763.55)

Loans & deposits taken - 93.88 231.68 325.55 - (93.45) (87.05) (180.50)

Loans & advances given repaid 244.14 - 278.30 522.44 (25.61) - (281.46) (307.07)

Loans & deposits taken repaid - 55.69 51.56 107.24 - (93.45) (87.05) (180.50)

Payment of interest on loans &

deposits - - 4.07 4.07

- - (8.13) (8.13)

Balances outstanding at the end of the

yearTrade receivables 2,581.40 - - 2,581.40

(3,680.00) - - (3,680.00)

Trade payables - - - -

(91.60) - - (91.60)

Commission payable 8.47 - - 8.47 - - - -

Investment in Shares 12,106.91 - - 12,106.91 (10,729.96) - - (10,729.96)

Loans and Liability taken - 38.19 180.12 218.31 - - - -

Loans and Advances given 201.24 - - 201.24 (442.90) - (13.57) (456.47)

(Note: Previous year figures are in brackets)

Details of related party transactions and balances outstanding as at 31 March, 2014:

nd22 ANNUAL REPORT

46

Note : 3.11

Value of imports calculated on CIF basis ( ` in Lacs )

PARTICULARS

For the year ended

31 March, 2014

For the year ended

31 March, 2013

-

2,736.28

Expenditure in foreign currency

Travelling & other Expenses 413.12

477.80

Earnings in foreign exchange

Export Sales 2,942.79

3,943.07

Note : 3.12 Segment Reporting

Note : 3.13





KOSHAL MAHESHWARI

Proprietor


Place : Mumbai


Previous year's figures

Since the Company’s activities fall within a single geographical and business segment (ITES-BPO) it has no

other primary reportable segment.

Additional Information pursuant to the provision of Paragraph B Part II Schedule VI (As Applicable)

Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the

current year's classification/disclosure.

Raw materials, Packing Material, Components, Spare

parts & Capital Goods



CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

Sr.

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48

INDEPENDENT AUDITORS' REPORT

To The Board of Directors ofTricom India Limited

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial Statements of Tricom India Limited (“the Company”) and

stits subsidiaries (collectively referred to as “the Group”), which comprises the Consolidated Balance Sheet as at 31 March, 2014, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flow of the Group in accordance with accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group's preparation and presentation of the consolidated financial statements that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified OpinionThe Company has not made the provision for interest on deposit of `13.97 Lacs as specified in Note no 3.7. Due to non provision of the said amount, deficit in Statement of Profit and Loss under Reserve and Surplus has been shown less and non-current liabilities have been shown less to this extent. This affects the accounting principles of accrual and consistency as per AS-1 issued by the Institute of Chartered Accountants of India.

Qualified OpinionIn our opinion, and to the best of our information and according to the explanations given to us, and based on consideration of the reports of the other auditors on the financial statements of the subsidiaries as noted below, except for the possible effect of the matter described in the Basis for Qualified Opinion paragraph, the said consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

sti) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at 31 March 2014;ii) in the case of the Consolidated Statement Profit and Loss, of the Loss of the Company for the year ended on

that date; andiii) in the case of Consolidated Cash Flow Statements, of the cash flows for the year ended on that date.



49

Other Matters

Financial statements/ consolidated financial statements of certain subsidiaries which reflect total assets of st`18,245.20 Lacs as at 31 March, 2014 and total revenue of ̀ 5,056.77 Lacs and net cash inflows amounting to ̀ 10.63

Lacs for the year then ended, have been audited by us.

We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of st`6,474.93 Lacs as at 31 March, 2014 and total revenue of `2,331.38 Lacs and net cash inflow amounting to `1.13

Lacs for the year then ended on that date. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the reports of the other auditors.

Our opinion is not qualified in respect of other matters.

FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTSRegistration No. 121233W

KOSHAL MAHESHWARIPlace : Mumbai ProprietorDate : 29th May, 2014 Membership No. 043746

nd22 ANNUAL REPORT

50

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014 Amount (` )

As at As at

PARTICULARS Note No. 31 March, 2014 31 March, 2013

I. EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 2.1 15,84,10,900

15,84,10,900

(b) Reserves and Surplus 2.2 74,35,29,958

1,20,18,25,297

Non-Current Liabilities

(a) Long-Term Borrowings 2.3 45,19,97,061

47,83,35,778

(b) Deferred Tax Liabilities (Net) 2.4 5,94,77,725

2,39,55,227

(c) Long Term Provisions 2.5 60,30,912

67,37,403

Current Liabilities

(a) Short-Term Borrowings 2.6 36,91,29,767

38,78,99,979

(b) Trade Payables 2.7 8,43,14,582

16,34,87,198

(c) Other Current Liabilities 2.8 49,53,41,088

31,52,98,516

(d) Short-Term Provisions 2.9 6,45,43,659

6,11,78,107

Total Equity and Liabilities 2,43,27,75,652

2,79,71,28,405

II.ASSETS

Non-Current Assets

(a) Fixed Assets 2.10

(i) Tangible assets 6,25,20,417

7,96,32,451

(ii) Intangible assets 1,15,09,37,840

1,13,24,23,920

(b) Non-Current Investments 2.11 49,000 49,000

(c) Long-Term Loans and Advances 2.12 1,57,09,576 2,88,83,313 (d) Other Non-Current Assets 2.13 39,11,576 1,55,29,950

Current Assets

(a) Inventories 2.14 -

16,70,69,518

(b) Trade Receivables 2.15 70,47,65,385

77,25,65,196

(c) Cash and Bank Balances 2.16 1,53,05,410

1,32,11,988

(d) Short-Term Loans and Advances 2.17 47,88,71,268

58,70,57,889

(e) Other Current Assets 2.18 7,05,180

7,05,180

Total Assets 2,43,27,75,652

2,79,71,28,405


NOTES TO ACCOUNTS 3

Notes referred to above and notes attached there to form an integral part of Balance Sheet





KOSHAL MAHESHWARI

Proprietor


Place : Mumbai




CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

51

CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2014 Amount (`)

For the year ended For the year endedNote No. 31 March, 2014 31 March, 2013

I Revenue from Operations 2.19 56,03,12,738 81,73,94,746

II Other Income 2.20 8,83,72,136 8,34,01,815

Total Revenue 64,86,84,874 90,07,96,561

III Expenses

Changes in Inventories of Finished Goods,

Work-In-Progress and Stock-In-Trade 2.21- 6,87,12,344

Employee Benefits Expense 2.22 25,94,08,657 29,02,44,441

Finance Cost 2.23 19,65,31,949 24,57,90,613

Depreciation and Amortization Expenses 2.10 32,82,67,142 9,83,04,048

Other Administrative Expenses 2.24 27,34,53,680 33,15,84,335

Total Expenses 1,05,76,61,428 1,03,46,35,780

IV Profit/ (Loss) before exceptional and

extraordinary items and tax(40,89,76,554) (13,38,39,218)

V Exceptional ItemsLess: Sundry Balance Written-off (16,52,85,150) -

Add: Assignment of project 15,08,87,000 -

Less: Settlement charges payable - (2,72,25,000)

VIProfit/ (Loss) before extraordinary items and

tax(42,33,74,704) (16,10,64,218)

VII Extraordinary Items - -

VIII Profit/ (Loss) before tax (42,33,74,704) (16,10,64,218)

IX Tax expense

Add: Prior year tax 3,02,858 (1,22,737)

Less: Deferred tax (3,52,23,493) (1,40,60,759)

X Profit/ (Loss) for the period (VIII-IX) (45,82,95,339) (17,52,47,714)

XI Earning per Equity share (Face value `2/-)

Basic (5.79) (2.30)

Diluted (5.79) (2.30)


NOTES TO ACCOUNTS 3

Notes referred to above and notes attached there to form an integral part of Statement of Profit & Loss





KOSHAL MAHESHWARI

Proprietor


Place : MumbaiDate : 29th May, 2014

PARTICULARS

nd22 ANNUAL REPORT

CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

52

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Amount (`)

For the year ended For the year endedPARTICULARS 31 March, 2014 31 March, 2013A - Cash flow from operating activitiesProfit/ (Loss) Before Tax (42,33,74,704)

(16,10,64,218)

Adjustment for:Depreciation and Amortization Expenses 32,82,67,142

9,83,04,048

Interest Expenses 16,07,87,736

15,53,35,985

Interest Reversal/ (Received) 3,57,44,213

9,04,54,628

Forex Fluctuation (31,72,493)

1,69,139


7,05,180

Loss on Sale of Fixed Assets 14,03,252

1,32,811

Sundry Balance Written-off 16,52,85,150

-

Pre-operative Expediture Written-off 1,40,79,009

-

Assets Written-off 22,06,295

-

Operating Profit/ (Loss) before Working capital changes 28,19,30,780

18,40,37,573

Adjustment for:Inventory -

6,87,12,344

Trade and other receivable 13,20,41,935

6,48,02,098

Trade and other payables (4,95,78,497)

14,99,72,827

Cash generated from Operating activities 36,43,94,218

46,75,24,842

Direct Taxes (paid)/ refund 41,27,435

38,71,679

Operating Cash flow before prior period item 36,85,21,653

47,13,96,521

Prior period income/ (expenses) -

-

Net cash from operating activities 36,85,21,653

47,13,96,521

B - Cash flow from investing activitiesPurchase/ Sale of Fixed Assets (net) (16,62,09,059) (16,23,24,356)

Purchase of Investments - -

Interest Received/ (Reversal) (3,57,44,213) (9,04,54,628) Inter Corporate Deposit placed (11,22,37,535) (23,59,28,613)

Net cash used in investing activities (31,41,90,807) (48,87,07,597)

C - Cash Flow from financing activitiesProceeds of borrowings 15,89,22,674 36,47,67,018 Repayment of borrowings (5,03,72,362) (18,99,09,220) Interest paid (16,07,87,736)

(15,53,35,985)

Dividend paid -

(6,50,200)

Preliminary Expenses incurred -

(11,95,416)

Net Cash from financing activities (5,22,37,424)

1,76,76,197

Net Increase/ Decrease in cash and cash equivalents (A+B+C) 20,93,422

3,65,121 Cash and Cash equivalents at the beginning of the year 1,32,11,988

1,28,46,867

Cash and Cash equivalents at the end of the year 1,53,05,410

1,32,11,988

Previous year's figures have been regrouped wherever necessary to confirm to this year's classification.


FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTSFirm Reg. No. 121233W

KOSHAL MAHESHWARIProprietorMembership No. 043746


AUDITOR'S CERTIFICATE

We have verified the attached Cash Flow Statement of Tricom India Limited, derived from the audited financial

statements and books and records maintained by the company for the year ended 31st March, 2014 and found the same

in agreement therewith.



CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

53

st NOTES ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH, 2014

1- SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of Financial Statements:

The financial statements have been prepared under the historical cost convention, on the basis of going concern and on accrual method of accounting, except the provision of interest on deposit as referred to note no 3.7, in accordance with Normally Accepted Accounting Principles and provisions of the Companies Act, 1956 as adopted consistently by the Company. All incomes and expenditures having material bearing on financial statements are recognized on accrual basis. The Company has complied with all the mandatory Accounting Standards ('AS') to the extent applicable as prescribed by the Company's (Accounting Standards) Rules, 2006, the provisions of the Companies Act 1956 (which continues to be applicable in respect of Section

th133 of the Companies Act, 2013 in terms of the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs). The Accounting policies have been consistently applied except where a newly issued Accounting Standard is initially adopted or a revision to an existing Accounting Standard requires a change in the Accounting Policy hitherto in use. The preparation of the financial statements in conformity with Normally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amounts of the assets and liabilities on the date of financial statements and the report amount of revenues and expenses during the reported period. Difference between the actual results and estimates are recognized in the period in which it gets materialized.

1.2 Basis of Consolidation

The financial statements have been prepared to comply in all material aspects with applicable accounting principles in India, and the Accounting Standards issued by the Institute of Chartered Accountants of India. (ICAI).

Tricom Document Management Inc. and its Subsidiaries Tricom Data Services Inc., USA, Tricom Software Services, Inc., USA, Tricom Litigation Coding Services, Inc., USA and Tricom Search Services, Inc., USA follows

st stcalendar year as their accounting year. However, the accounts for 1 April, 2013 to 31 March, 2014 are also audited and are considered for the purpose of consolidation.

stPacific Data Centers Inc., USA. follows July to June year as their accounting year. However, the accounts for 1 stApril, 2013 to 31 March, 2014 are also audited and are considered for the purpose of consolidation.

Tricom Infotech Solutions Limited (formerly Godrej Global Solutions Limited) and its subsidiaries Tricom Infotech Solutions (Cyprus) Limited, Tricom Infotech Solutions, Inc. and Grand Imaging & Technology Inc. (formerly GTESS Tricom Corporation) follow the financial year as their accounting year.

Tricom Data Processing Private Limited (formerly Mastiff Tech Private Limited, Tricom IT Services Private Limited (formerly known as Mastiff Internet Media Solutions Private Limited) and Tricom LPO Private Limited follow the financial year as their accounting year.

Consolidated financial statements relates to Tricom India Limited, the Parent Company and its Wholly Owned Subsidiaries, Tricom IT Services Private Limited, Tricom Data Processing Private Limited (formerly known as Mastiff Tech Private Limited), Tricom LPO Private Limited, Tricom Document Management Inc., USA., and its subsidiaries Pacific Data Centers Inc., USA., Tricom Data Services Inc., USA, Tricom Software Services, Inc., USA, Tricom Litigation Coding Services, Inc., USA, Tricom Search Services, Inc., USA and Tricom Infotech Solutions Limited (formerly Godrej Global Solutions Limited) and its subsidiaries Tricom Infotech Solutions (Cyprus) Limited, Tricom Infotech Solutions, Inc. & Grand Imaging & Technology Inc. (formerly GTESS Tricom Corporation). The consolidated financial statements are in conformity with the AS-21 issued by the ICAI and are prepared on the following:

a)

b)

c)

d)

e)

f)

nd22 ANNUAL REPORT

54

(i) The financial statements of the Company and its subsidiaries have been combined on line by line basis by adding together the book values of like items of assets, liabilities, incomes and expenses after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits and losses.

(ii) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Company's separate financial statements.

(iii) The excess of cost to the Company of its investment in the subsidiary is recognized in the financial statements as Goodwill and will be tested for impairment on an annual basis as referred in para (1.5)(a) below.

(iv) The accounting policies of certain subsidiaries especially regarding the method of depreciation, amortization of technical knowhow and accounting for retirement benefits are not in consonance with the group accounting policies. No effect has been given in the consolidated financial statements on account of such differing accounting policies, where the impact is not expected to be material.

1.3 Use of Estimates:

The preparation of the financial statements in conformity with Normally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amounts of the assets and liabilities on the date of financial statements and the report amount of revenues and expenses during the reported period. Difference between the actual results and estimates are recognized in the period in which it gets materialized.

1.4 Revenue Recognition

Revenue from services is recognized based on time and material and billed to the clients as per the terms of the contract. In the case of fixed price contracts, revenue is recognized on periodical basis based on units executed and delivered.

Revenue from sale of software is recognized on delivery and transfer of ownership of the software to the clients.

Revenue from sale of software licenses are recognized upon delivery where there is no customization required. In case of customization the same is recognized over the life of the contract using the proportionate completion method.

Other Income: Interest Income is accounted on accrual basis. Dividend income is accounted for when right to receive is established.

1.5 Fixed Asset including goodwill, intangible assets and Capital work-in-progress

a)Fixed Assets:Fixed Assets are stated at cost less accumulated depreciation. For this purpose cost comprises of cost of acquisition and all costs directly attributable to bringing the asset to the present condition for its intended use. Capital work in progress comprises advance paid to acquire fixed assets and the cost of fixed assets that are not ready for their intended use at the Balance Sheet date. Goodwill comprises the excess of purchase consideration over the fair value of the net assets of the acquired enterprise. Impairment of goodwill is evaluated annually, unless it indicates a more frequent evaluation. Impairment is recorded in the Statement of Profit and Loss to the extent the net discounted cash flows from the continuance of the acquisition are lower than its carrying value.

b) Method of Depreciation:Depreciation is provided during the year under Straight Line method, on pro-rata basis on assets put to use at the rates prescribed under Schedule XIV of the Companies Act, 1956. Individual low cost assets (acquired for less than ̀ 5,000/-) are entirely depreciated in the year of acquisition.



55

1.6 Investments :

Investments are valued at cost inclusive of all expenses incidental to their acquisition. All the investments are intended to be held for a period of more than one year from the date on which investments are made are classified as long term investments. All long term investments are carried at cost. No provision for diminution in value of long term investments is made. Overseas Investments are carried at their original rupee cost of acquisition.

1.7 Foreign Currency Transactions:

Transactions in foreign currency are recorded at the rates of exchange prevailing on the date of transactions. Exchange differences are recorded when the amount actually received on sales or actually paid when expenditure is incurred, is converted into Indian Rupees. The exchange differences arising on foreign currency transactions are recognized as income or expense in the year in which they arise.

Forward premium / discount in respect of forward exchange contracts are recognized over the life of the contract.

Fixed assets purchased are recorded at cost, based on the exchange rate as of the date of purchase.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevailing at the date of Balance Sheet. In case of items which are covered by forward exchange contracts, the difference between the exchange rate prevailing at the Balance Sheet date and the rate on the day of contract is recognized as exchange difference. The resulting difference is also recorded in the Statement of Profit and Loss.

1.8 Foreign Subsidiary Translation:

Translation of foreign subsidiaries is done in accordance with AS-11 (Revised) “The Effects of Changes in Foreign Exchange Rates”. In the case of subsidiaries, the operation of which are considered as integral, the Balance Sheet items have been translated at closing rate except share capital and fixed assets, which have been translated at the transaction date. The income and expenditure items have been translated at the average rate for the year. Exchange gain/(loss) are recognized in the Statement of Profit and Loss.

1.9 Retiring Benefits:

The Company has Defined Contribution Plan for its Employees' Retirement Benefits comprising of Provident Fund, Employees' State Insurance Fund which are recognized by the Income Tax Authorities. The Company and eligible employees make monthly contributions to the Provident Fund equal to specified percentage of the covered employees' salary. The Company also contributes to Employees' State Insurance Fund and has no further obligation to the plan beyond its monthly contribution.

The Company has Defined Benefit Plan comprising of Gratuity. The benefits are based on final salary and cost of the benefit is entirely borne by the company. The benefits of the scheme are paid in accordance with the Payment of Gratuity Act, 1972 without any monetary limit. The liability for Gratuity is determined on the basis of an independent actuarial valuation done at the year end. The liability is computed based on current salary levels projected to the probable due date. The method employed is projected unit credit method.

1.10 Income Tax

Tax expense comprises of current and deferred tax.

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 after complying with the various provisions of the Act.

nd22 ANNUAL REPORT

56

Provision for deferred tax is made using the applicable rate of taxation, for all timing differences which arise during the year and are reversed in subsequent periods.

Minimum alternative tax (MAT) paid in accordance to the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability is considered as an asset when there is convincing evidence that the Company will pay normal income tax. Accordingly MAT is recognized as asset in the Balance Sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

1.11 Inventory:

Work in Progress is valued at cost. Traded goods are valued at lower of cost or net realizable value.

1.12 Software:

The company has internally generated software for its captive use for the various long term projects received. The direct cost of this software is capitalized and shown as Intangible assets under the Group Fixed Assets. This amount would be amortized beginning from the year subsequent to the year in which the said is put to use. The amortization period would be the project period or three equal yearly installments whichever is less.

1.13 Earning per share:

In determining earnings per share, the company considers the net profit after tax. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

1.14 Contingent liability:

Claims against the Company are recognized when Board of Directors determine that it is probable that the liability will be payable. Claims made by the Company are recognized when formal intimation of the agreement of the Claim is received from the counter parties. Contingent Liabilities are not recognized but are disclosed in the notes (Refer note 3.1).

1.15 Leases:

In respect of Operating leases, lease rentals are expensed with reference to the terms of lease.

1.16 Miscellaneous Expenditure (To the extent not written off or adjusted):

Expenses incurred would be amortized over a period of ten years beginning from the date of incurrence.

1.17 The Company is exempted from attaching the Balance Sheet and other details required under Section 212(8) of the Companies Act, 1956 of the subsidiaries of the Company, vide Circular No.2 and 3 dated

th st8 February, 2011 and 21 February, 2011 respectively issued by the Ministry of Corporate Affairs.

1.18 Accounting policies not specifically referred to are consistent with the Indian Normally Accepted Accounting Principles.



57

Notes Forming Integral Part of the Balance Sheet as at 31st March 2014

Note : 2.1 Share Capital

Number of

Shares Amount (`)

Number of

Shares Amount (`)I AUTHORISED CAPITAL


40,00,00,000

8,75,00,000

17,50,00,000

Preference Shares of `100/- each -

-

2,50,000

2,50,00,000

TOTAL 20,00,00,000

40,00,00,000

8,77,50,000

20,00,00,000

II ISSUED, SUBSCRIBED & PAID UP CAPITALEquity Shares of `2/- each 7,92,05,450

15,84,10,900

7,92,05,450

15,84,10,900

TOTAL 7,92,05,450

15,84,10,900

7,92,05,450

15,84,10,900

a - Rights, preferences and restrictions attached to shares:

b - Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period

Number of

Shares Amount (`) Number of

Shares Amount (`)Equity SharesShares outstanding at the beginning of the year 7,92,05,450

15,84,10,900

6,56,95,450

13,13,90,900

Shares issued during the year/ period -

-

1,35,10,000

2,70,20,000

Shares outstanding at the end of the year 7,92,05,450

15,84,10,900

7,92,05,450

15,84,10,900

PARTICULARS

PARTICULARS

As at 31 March, 2014 As at 31 March, 2013

1- The Company has only one class of equity shareholders. Each holder of equity shares is entitled to one vote per share. The

Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by

the shareholders at the ensuing Annual General Meeting.

2- In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets

of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity

shares held by the shareholders.

As at 31 March, 2014 As at 31 March, 2013

Amount (`)

As at As at

31 March, 2014 31 March, 2013

Note : 2.2 Reserves & SurplusCapital ReserveOpening balance 31,995

31,995

Add: For the year -

-

Closing balance 31,995

31,995

Securities Premium ReserveOpening balance 50,69,43,130

35,15,78,130

Add: Amount received on Shares issued during the year -

15,53,65,000

Closing balance 50,69,43,130

50,69,43,130

General ReserveOpening balance 4,74,51,296

4,74,51,296

Add: For the year -

-


4,74,51,296

Surplus in the Statement of Profit & LossOpening balance 64,73,98,876

82,26,46,590

Add: Profit/ (Loss) for the year (45,82,95,339)

(17,52,47,714)


64,73,98,876

TOTAL 74,35,29,958

1,20,18,25,297

PARTICULARS

nd22 ANNUAL REPORT

58



Amount (`)

As at As at

31 March, 2014 31 March, 2013

Note : 2.3 Long Term BorrowingsSecured (refer note a & b below)Term Loans - From BanksIndian rupee loan 25,10,62,473 32,33,20,313

Vehicle Loans from Banks & FI's 4,60,123 14,41,680

UnsecuredPublic Deposits Others 19,66,55,550 15,29,49,068

Inter-corporate Deposits - 6,24,717

Loans and advances from Directors 38,18,915 - TOTAL 45,19,97,061 47,83,35,778

a - Security for Long Term - Secured Loans

(ii) Vehicle Loans from Banks are secured against the specific vehicle financed by respective banks.

(i) Loan from Banks are secured by way of hypothecation of fixed assets (except vehicles) of the Company, book debts,

pledge of shares of subsidiaries and pledge of fixed and recurring deposits with a Bank and further secured by personal


PARTICULARS

b - Details of terms of repayment for the long-term borrowings :Amount (`)

Long TermCurrent

MaturityLong Term

Current

Maturity

Capital Repayment

Bank 1 - Term Loan 1 ` 4.75 Crores

Repayable in 57 monthly instalments

commencing from October 2012 and

repayable by June 2017.

2,47,00,000

1,67,82,337

3,31,00,000

1,35,47,998

The Company has defaulted in paying

the instalments for the period March

2013 to March 2014.

Bank 1 - Term Loan 2` 18.32

Crores


commencing from January 2013 and

repayable by June 2017.

11,69,00,000

9,53,49,439

14,93,00,000

4,06,83,857


the instalments for the period August

2013 to March 2014.

Bank 2 - Term Loan 3` 12.82

Crores


of ` 0.2670 crores each commencing

from January 2013 and repayable by

December 2016.

5,60,76,563

9,90,79,792

8,81,20,313

4,50,02,656


the instalments for the month of

January 2013 to March 2014.


Repayable in 12 equal quarterly

instalments of ` 13.75 lacs each,starting from March 2011 and repayable by March 2013.

-

27,33,123

-

27,84,060


Repayable in monthly instalments of

starting from June 2014 and repayable

by March 2019.

4,98,00,000

51,11,942

5,28,00,000

-

Bank 4 - Term Loan 6 ` 0.62 croresRepayable in 24 monthly instalment

starting from June 2014.35,85,910 27,60,020 32,33,20,313 -

PARTICUALRS

Term loans from banks:

TERMS OF PAYMENT

As at 31 March, 2013As at 31 March, 2014

59

Amount (`)

As at As at

31 March, 2014 31 March, 2013

Note : 2.4 Deferred Tax Liability(Net)Fixed Assets: Impact of difference between tax depreciation and

depreciation charged for the financial reporting5,94,77,725

2,39,55,227

TOTAL 5,94,77,725

2,39,55,227

Note : 2.5 Long Term Provisions

Provision for Employee Benefits

Gratuity Provision 60,30,912

67,37,403

TOTAL 60,30,912

67,37,403

Note : 2.6 Short Term Borrowings

Unsecured

Fixed Deposits - 33,00,000 Inter-corporate Deposits 22,90,17,465

21,42,38,893

SecuredLoan Repayable on Demand - From Bank (Refer note a below) 14,01,12,302

12,63,55,574

- From other - 4,40,05,512 TOTAL 36,91,29,767

38,78,99,979

Note : 2.7 Trade PayableDue to Micro Small and Medium Enterprise (Refer Note 3.3) -

-

Others 8,43,14,582

16,34,87,198

TOTAL 8,43,14,582

16,34,87,198

Note : 2.8 Other Current Liabilities

Current maturities of long term debtSecuredTerm Loans - From Banks 22,18,16,653 10,20,18,572 Vehicle Loans from Banks & FI's 18,46,063 20,99,527 UnsecuredFixed Deposits 3,88,34,097 81,26,000 Inter-corporate Deposits 11,76,414 18,14,669 Interest accrued but not due on borrowings 25,02,471 33,57,539 Interest accrued and due on borrowings 2,13,14,077 65,98,583 Unpaid matured deposits and interest accrued thereon 68,71,000 5,95,000 Unclaimed Dividends 14,02,572 14,04,868 Payable for Capital goods 65,53,975 62,17,900 Advance from customers 2,38,79,548 - Provision for expenses 2,54,40,487 3,08,00,907 Statutory liabilities 14,37,03,731 15,22,64,950 TOTAL 49,53,41,088 31,52,98,516

Note : 2.9 Short Term ProvisionsProvision For Employees Benefit 6,28,97,594 5,74,91,534

Provisions-OthersProvision for Fringe Benefit Tax 16,46,065 36,86,573

TOTAL 6,45,43,659 6,11,78,107

a - Loan from Banks are secured by way of hypothecation of fixed assets (except vehicles) of the Company, book debts,

pledge of shares of subsidiaries and pledge of fixed and recurring deposits with a Bank and further secured by personal


PARTICULARS

nd22 ANNUAL REPORT

No

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61

`)Amount (

As at As at

31 March, 2014 31 March, 2013

Note : 2.11 Non Current Investment (at cost)

Non-trade Investments (Others - Un-quoted )4,900 Equity Shares of Malad Sahakari Bank Ltd. of `10 each fully paid up 49,000

49,000

TOTAL 49,000

49,000

Note : 2.12 Long Term Loans and Advances

Unsecured, Considered GoodSecurity Deposit 1,57,09,576

2,88,83,313

TOTAL 1,57,09,576

2,88,83,313

Note : 2.13 Other Non Current AssetPrepaid Expenses 5,23,799

8,29,482


1,47,00,468

TOTAL 39,11,576

1,55,29,950

Note : 2.14 Inventories

(Valued at lower of the cost and net realizable value)Work-In-Progress -

-

Stock-In-Trade -

16,70,69,518

TOTAL -

16,70,69,518

Note : 2.15 Trade Receivables

Unsecured,Considered goodReceivables outstanding for a period exceeding six months from the date they are due for payment:a) Considered Good 52,48,46,406

45,52,80,286

b) Considered Doubtful 1,67,09,343

1,49,38,769

54,15,55,749

47,02,19,055

Less: Provision for Doubtful Debts 1,67,09,343

1,49,38,769

52,48,46,406

45,52,80,286

Others 17,99,18,978

31,72,84,910

TOTAL 70,47,65,385

77,25,65,196

Note : 2.16 Cash & Cash Equivalents

Cash and Cash EquivalentsCash Balance 17,89,888

12,92,761

Balances with Banks- Balances with banks in EEFC accounts 45,986

41,617

- Other Bank Balances including balances in Current accounts 99,51,488

92,59,733

- Cheque in Transit 9,01,500

-

(A)''''''''''''' 1,26,88,862

1,05,94,111

Other Bank BalancesUnclaimed dividend accounts 14,04,774

14,04,774

Fixed deposit with banks 12,11,774

12,13,103

(B)''''''''''''' 26,16,548

26,17,877

TOTAL (A+B) 1,53,05,410

1,32,11,988

Note : 2.17 Short Terms Loans and Advances

Unsecured, considered goodLoan to Companies & Other parties 43,09,93,922

48,40,41,537

Advance Income Tax (net of provision for taxation) 2,68,79,469

3,27,44,554

Advance Recoverable in cash or in kind or for value to be considered

good

1,69,78,605 5,80,15,458

Prepaid Expenses 40,19,272

1,22,56,340

TOTAL 47,88,71,268

58,70,57,889

Note : 2.18 Other Current Assets


7,05,180

TOTAL 7,05,180 7,05,180

PARTICULARS

nd22 ANNUAL REPORT

62

Notes Forming Part of the Statement of Profit & Loss Amount (`)

For the year ended For the year ended31 March, 2014 31 March, 2013

Note : 2.19 Revenue from OperationsIncome from Services 56,03,12,738

81,73,94,746

TOTAL 56,03,12,738

81,73,94,746

Note : 2.20 Other IncomeMiscellaneous Income 40,45,289

48,11,870

Net gain on foreign currency transactions/ translation 8,43,26,847

7,85,89,945

TOTAL 8,83,72,136

8,34,01,815

Note : 2.21 Change in Inventories of Finished Goods, Work-In-Progress and Stock-In-TradeOpening Stock of Stock-In-Trade and Work-In-ProgressWork-In-Progress -

8,85,000

Stock-In-Trade 16,70,69,518

26,33,45,200

Less: Capitalised to Fixed Assets 16,70,69,518

2,84,48,338

Closing Stock of Stock-In-Trade and Work-In-ProgressWork-In-Progress -

-

Stock-In-Trade -

16,70,69,518

TOTAL -

6,87,12,344

Note : 2.22 Employee Benefits ExpenseSalaries & Incentives 24,48,87,926

27,36,43,072

Directors Remuneration 4,80,000

4,80,000

Contribution to Provident and Other Funds 1,35,62,515

1,45,74,566

Staff Welfare expenses 29,05,086

47,30,228

26,18,35,527

29,34,27,866

Less: Capitalised (24,26,870)

(31,83,425)

TOTAL 25,94,08,657

29,02,44,441

Note : 2.23 Financial CostInterest Expense 15,38,54,514

13,47,95,798

Other Borrowing Costs 69,33,222

2,05,40,187

16,07,87,736

15,53,35,985

Less: Interest Earned/ (Reversal) 3,57,44,213

9,04,54,628

TOTAL 19,65,31,949

24,57,90,613

PARTICULARS



Amount (`)


31 March, 2014 31 March, 2013Note : 2.24 Other Administrative Expenses

Advertisement and Sales Promotion 8,96,007

13,90,186

Fixed Assets Written-off 22,06,295

-

Auditors Remuneration (refer note 'a' below) 8,11,565

22,35,843

Bad debts Written-off 9,22,48,572

2,19,92,707

Bank Charges 15,67,777

20,14,184

Commission Expenses -

39,63,086

Communication Expenses 44,89,873

83,11,708

Compounding fees-Income Tax 3,66,164

-

Directors' Sitting Fees -

15,000

Donation -

51,26,000

Electricity Expenses 1,58,41,914

3,18,87,900

Foreign travel 2,74,283

13,81,551

Insurance Expenses 45,00,095

61,29,356

Legal & Professional Fees 94,81,865

2,49,01,966

Loss on sale of Assets 14,03,252

1,32,811

Miscellaneous Expenses 29,75,849

59,40,608

Motor Car Expenses 3,36,799

6,33,002


7,05,180

Pre-operative Expediture Written-off 1,40,79,009

-

Printing & Stationery Expenses 3,20,679

10,27,465

Rent Rates & Taxes 1,99,50,095

5,00,85,413

Repair & Maintenance 39,88,259

72,82,714

Security Expenses 9,99,347

19,83,717

Service Charges 9,35,50,868

14,60,49,714

Service Tax Refund Rejection -

49,20,034

Travelling & Conveyance Expenses 40,96,531

56,23,219

Water Charges 6,49,956

9,03,299

Taxes 2,68,218

10,86,968

Income Tax Penalty 1,00,000

2,50,000

27,61,08,452

33,59,73,631

Less: Expenses Capitalised (26,54,772)

(43,89,296)

TOTAL 27,34,53,680 33,15,84,335

a - Payments to the auditorsAs auditors - Statutory Audit 8,11,565

17,55,843

For taxation matters -

75,000

For other services - Certification -

4,05,000

TOTAL 8,11,565

22,35,843

PARTICULARS

63

nd22 ANNUAL REPORT

64



Additional information to the financial statementsNote : 3.1 Contingent liabilities and commitments (to the extent not provided for) (` in Lacs)

As at As at31 March, 2014 31 March, 2013

8.66 8.66

1,350.46 681.73

869.00 869.00

Note : 3.2

Note : 3.3

Note : 3.4 Intangible Assets

Note : 3.5

Note : 3.6 Operating lease

Note : 3.7

PARTICULARS

Income Taxiii) Corporate Guarantee given by the Company in respect of credit

limits sanctioned by a bank to a Subsidiary Company

Disclosures under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006The Company has not received any information from all its vendors regarding their status under Micro, Small and

Medium Enterprises Development Act, 2006. However, as per the information available there are no amounts

outstanding for a period beyond the stipulated period as specified under Micro,Small and Medium Enterprises

Development Act, 2006.

In the opinion of the Board, the Current Assets, Loans and Advances have been stated at a value realizable in the

ordinary course of business.

i) Bank Guarantees issued to Custom authorities & othersii) Appeals filed at different forums/ authorities in respect of disputed

demands:

Note : Future cash outflows in respect of (ii) above are determinable only on receipt of judgments/ decisions

pending.with the respective forums/ authorities.

During the year the Company has internally generated software for its captive use for the various long term projects

received and also developed software for sale of its licenses. The cost of `50.72 Lacs (Previous Year `75.73 Lacs) is

capitalized and shown as Intangible assets under the Group Fixed Assets.

Few debtors, creditors and loans and advances are subject to confirmation and reconciliation if any.

The Company’s significant leasing agreements are in respect of operating lease for office premises. These leasing

agreements are cancelable and renewable by mutual consent on mutually acceptable terms. The aggregate lease

rentals payable by the Company are charged to Statement of Profit and Loss as a rent amounting to `198.35 Lacs

(Previous year `498.80 Lacs). The future minimum lease payments under non-cancelable operating leases due within

a period of one year are estimated at `NIL (Previous year `98.28) and due later than one year but not later than five

years are estimated at `NIL (Previous year `NIL).

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 aforesaid 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.

Note : 3.8 Employee Benefits:The disclosure required as per the revised AS-15 are as under :

Brief description of the Plan :

The Company has schemes for long term benefits such as Provident Fund and Gratuity. The Company’s defined

contribution plans are Provident Fund and Employees’ State Insurance Fund (under the provisions of the Employees’

Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the

contributions. The Company has Defined Benefit Plan comprising of Gratuity. The benefits are based on final salary and

cost of the benefit is entirely borne by the Company. The benefits of the scheme are paid in accordance with the

Payment of Gratuity Act, 1972 without any monetary limit. The liability for Gratuity is determined on the basis of an

independent actuarial valuation done at the year end. As per the Company’s Policy Leaves can be accumulated upto 21

days during the tenure of the service and at any given time and employees are entitled to cash compensation for

maximum 21 days of unused accumulated leave balance only in the event of exit of employee.

65

I. Charge to the Statement of Profit and Loss based on contributions ( ` in Lacs )As at As at

31 March, 2014 31 March, 2013Employer's contribution to Provident Fund and other funds 119.71

116.02

A. Change in Defined Benefit ObligationProjected benefit obligations as at the beginning of the year 68.44

60.20

Service cost 11.49

11.18

Interest cost 5.55

5.12

Past service cost -

-

Actuarial (gain)/loss on obligation (5.41)

10.92

Benefit Paid (19.01)

(18.98)

Projected benefit obligations as at the end of the year 61.06

68.44

B. Charge to the Statement of Profit and Loss based on Actuarial valuationCurrent service cost 11.49

11.18

Interest cost 5.55

5.12

Expected Return on Plan Assets -

-

Net Actuarial gain (5.41)

10.92

Net Periodic cost 11.63

27.22

C. Amount recognized in the Balance SheetPresent Value of obligation 61.06

76.68

Present value of Assets -

-

Liability recognised in Balance Sheet 61.06

76.68

D. Movement in net liability recognized & Disclosed in Balance SheetNet Liability as at the beginning of the year 68.44

60.20

Expenses as above 11.63

27.22

Contributions Paid (19.01)

(18.98)

Net Liability as at the end of the year 61.06

68.44

E. Principal actuarial assumptions usedDiscount Rate 9.00%Salary Increment Rate 6.00%Retirement Age 58 yearsAttrition rate till the age of 30 2.00%

PARTICULARS

II. Disclosures for Defined Benefit Plans based on actuarial report as on 31st March, 2014

(Non-Funded) Gratuity

I - The estimates of future salary increase, considered in actuarial valuation, takes account of inflation.II - Indian Assured lives Mortality (2006-08) Ultimate is used for the purpose of valuation.

Note : 3.9 Earning per share

PARTICULARSBasic Earning Per ShareProfit/ (Loss) for the year attributable to the equity shareholders A

Weighted average number of equity shares for basic EPS B

Basic Earnings per share - (`) A/B

Diluted Earning Per ShareProfit/ (Loss) for the year attributable to the equity shareholders A

Weighted average number of equity shares for diluted EPS B

Diluted Earning per share - (`) A/BFace value per share (`2/- each)

As at

31 March, 2014

(45,82,95,339)

7,92,05,450

(5.79)

(45,82,95,339)

7,92,05,450

(5.79)

Amount in (`)

As at

31 March, 2013

(17,52,47,714)

7,63,39,888

(2.30)

(17,52,47,714)

7,63,39,888

(2.30)

nd22 ANNUAL REPORT

66

( ` in Lacs)

ParticularsKey Management

Personnel

Other related

parties/Entities

having significant

influence over the

Company

Total

Transaction during the year

Loans & advances given 69.51 697.43 766.94 - (295.03) (295.03)

Loans & deposits taken 93.88 231.68 325.55 (93.45) (87.05) (180.50)

Loans & advances given repaid 23.51 576.10 599.61 - (281.46) (281.46)

Loans & deposits taken repaid 55.69 51.56 107.24 (93.45) (87.05) (180.50)

Payment of interest on loans & deposits - 4.07 4.07 - (8.13) (8.13)

Balances outstanding at the end of the yearLoans and Advances given 46.00 76.97 122.96

- (13.57)

(13.57)Loans and deposits taken 38.19 180.12

218.31

- -

-

(Note: Previous year figures are in brackets)

Details of related party transactions and balances outstanding as at 31 March, 2014:

Note : 3.10 Related party transactionsDescription of relationship Names of related parties

Executive DirectorsNon-Executive Directors

Entities having significant influence over the Company

* Ceased to be Director in holding Company w.e.f. 8th January, 2014** Ceased to be Director w.e.f. 30th September, 2013

Mr. Baldev Boolani **

Manshanti Enterprises

Mr. Paresh Pathak

Trio Mercantile & Trading Limited

Tricom Fruit Products LimitedAdilnath Finance Private Limited

Kothari Financial Services

Mr. Chetan S. Kothari - Managing Mr. Jayant B. Tanksale *

Note : 3.11Value of imports calculated on CIF basis (` in Lacs)

PARTICULARSFor the year ended

31 March, 2014

For the year ended

31 March, 2013-

2,736.28

Expenditure in foreign currencyTravelling & other Expenses 839.07

1,048.04

Earnings in foreign exchangeExport Sales 5,247.37

6,156.40

Note : 3.12 Segment Reporting

Note : 3.13

AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARDFOR KOSHAL & ASSOCIATESCHARTERED ACCOUNTANTSFirm Reg. No. 121233WKOSHAL MAHESHWARIProprietorMembership No. 043746


Additional Information pursuant to the provision of Paragraph B Part II Schedule VI (As Applicable)

Since the Company’s activities fall within a single geographical and business segment (ITES-BPO) it has no other primary

reportable segment.

Previous year's figuresPrevious year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's

classification/ disclosure.

Raw materials, Packing Material, Components, Spare parts & Capital

Goods



CHETAN KOTHARI

MANAGING DIRECTOR

PARESH PATHAK

DIRECTOR

RAJESH PANAMBURKAR

DIRECTOR

TRICOM INDIA LIMITED Regd. Office: Tricom House, Gandhi Estate, Safed Pool,

Andheri Kurla Road, Andheri (East), Mumbai-400 072. CIN: L65910MH1992PLC068953

ATTENDANCE SLIP nd 22 Annual General Meeting

To be handed over at the entrance of the Meeting Hall

thI/We hereby record my presence at the Annual General Meeting held on 30 September, 2014 at 11.00 a.m. at School Hall, Damodar Hall Educational Campus, Dr. Ambedkar Marg, Parel Naka, Mumbai – 400 012

DP ID * ……………………………....….

Client ID* …………………………………

Reg. Folio No …………………..........…..

No. of Shares ……………………...........

NAME AND ADDRESS OF THE SHAREHOLDER

Signature of the Shareholder/Proxy**

* Applicable for investors holding shares in electronic (dematerialized) form. ** (To be filled in if the Proxy attends instead of the Member) NOTE: (1) Members are requested to bring their copy of Annual Report for reference at the Meeting

TRICOM INDIA LIMITED Regd. Office: Tricom House, Gandhi Estate, Safed Pool,

Andheri Kurla Road, Andheri (East), Mumbai-400 072. CIN: L65910MH1992PLC068953

Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

nd 22 Annual General Meeting

Name of the Member (s)

Registered Address: …………………………………………………………………………………………………………………….

Email Id: ………………………………….Folio No/ Client Id*:………………………….DP ID*:…………………………

I/We, being the member (s) of shares of the above named company, hereby appoint

1.Name: …..............................................................………………………………………………………………………..

Address: ……………………………………………………………………………………………………………………………………….

E-mail Id: ………………………..................…...………………Signature:……...........……………….., or failing him

2.Name: …..............................................................………………………………………………………………………..

Address: ……………………………………………………………………………………………………………………………………….


3.Name: …..............................................................………………………………………………………………………..

Address: ……………………………………………………………………………………………………………………………………….




ndas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22 Annual general thmeeting of the company, to be held on the 30 day of September, 2014 At 11.00 a.m. at School Hall, Damodar

Hall Educational Campus, Dr. Ambedkar Marg, Parel Naka, Mumbai – 400 012 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this……………………..day of……………………….2014.

Signature(s) of the Shareholder(s)…………………………………….............

Signature of Proxy…………………………………………………………............

NOTE: This form must be deposited at the Registered Office of the Company not later than 48 hours

before the time of the Meeting.

* Applicable for investors holding shares in electronic (dematerialized) form.

Affix ` 1.

Revenue

Stamp

Sr

No.

Resolutions

Ordinary Business

1. Consider and adopt the Audited statement of Profit and Loss for the Financial Year ended st31

March, 2014, the Balance Sheet as at that date and the reports of the Board of Directors and

Auditors thereon.

2. Re appointment of Mr. Chetan Kothari, who retires by rotation

3. Appointment of Statutory Auditor and fixing their remuneration Special Business

4. Appointment of Mr. Paresh Pathak as Independent Director

5. Appointment of Mr. Rajesh Panamburkar as Independent Director

6. Appointment of Ms. Chetna Kothari as Woman Director

7. Special Resolution for borrowing limit under section 180(1)(c) of the Companies act, 2013

8. Adoption of new Articles of Association of the Company

If undelivered please return to :

Tricom India LimitedReg off: Tricom House, Gandhi EstateSafed Pool, Andheri Kurla Road,Andheri (East), Mumbai-400072

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