To,
The Members
TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED
Your Directors have pleasure in presenting the 37th Annual
Report of the company along with the Audited Statement of Accounts for the year ended
31st March, 2023.
1. Financial Results
The financial performance of your Company for the year ended 31st March,
2023 is summarized below:
| Particulars |
Standalone |
Consolidated |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
|
(31.03.2023) |
(31.03.2022) |
(31.03.2023) |
(31.03.2022) |
| Total Income |
262.81 |
243.31 |
262.81 |
243.31 |
| Less: Total expenses |
24.87 |
37.96 |
25.43 |
38.34 |
| Profit before Tax |
237.93 |
205.35 |
237.38 |
204.97 |
| Less: Provision for Taxation |
- |
- |
- |
- |
| Current Tax |
|
|
|
|
| Deferred Tax |
|
|
|
|
| Profit/(Loss) after Taxation |
237.93 |
205.35 |
237.38 |
204.97 |
2. Review of Operations
The Company has not carried out any major business during the year
under review. On a Standalone basis, the total Income from operations of the Company is
Rs. 262.81 Lakhs for the current year as compared to Rs. 243.31 Lakhs in the previous
year. The Company has earned profit of Rs. 237.93 Lakhs in the current year as compared to
net profit of Rs. 205.35 Lakhs in the previous year.
On a Consolidated basis, the total Income from operations of the
Company is Rs. 262.81 Lakhs for the current year as compared to Rs. 243.31 Lakhs in the
previous year. The net profit for the year under review amounted to Rs. 237.38 Lakhs in
the current year as compared to net profit of Rs. 204.97 Lakhs in the previous year.
3. Dividend
The Board of Directors of the Company has not recommended any dividend
on the equity shares of the Company for the financial year under review.
4. Transfer to Reserves
During FY 2022-23, no amount has been transferred to the general
reserves/ retained earnings of the Company.
5. Share Capital
During the year under review, there has been no change in the share
capital of your Company. As on March 31, 2023 the paid-up share capital of your Company
stood at Rs. 7,50,00,000/ (Rupees Seven Crores Fifty lakhs) consisting of 75,00,000
(Rupees Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten each). The Company has not
issued any equity shares with differential rights as to dividends, voting or otherwise, or
any convertible securities, warrants or Sweat Equity shares. It has neither issued any
Employee Stock Options nor any Sweat Equity Shares during the year.
6. Director retiring by rotation:
In accordance with the provisions of Sub-Section (6) of Section 152 of
the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nagesh Vinayak
Kutaphale (DIN: 00245782), is liable to retire by rotation at this Annual General Meeting
and being eligible, offers himself for re-appointment.
Your directors recommend re-appointment of Mr. Nagesh Vinayak Kutaphale
(DIN: 00245782), as a Director of the Company, liable to retire by rotation.
7. Directors and Key Managerial Personnel
During the year, Mr. Keshav Binani, was appointed as Company Secretary
and Compliance Officer with effect 18th June, 2022.
Further based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors appointed Mr. Ravindra Baburao Gavand (DIN:09678075) as
an Independent Director w.e.f 12th August, 2022.
Mr. Nagesh Kuthaple was appointed as Managing Director and CFO with
effect from 29th September, 2022. Further, he resigned from the post of CFO and
his designation was changed to from Managing Director to Director of the Company with
effect from 13th February, 2023.
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than the sitting fees.
8. Declaration of Independence
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(7) of the Companies Act, 2013 read with Schedules and Rules issued thereunder
and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
9. Meeting of the Board of Directors and its Committees:
During the Financial Year 2022-2023, 4 (Four) Meetings of the Board of
Directors were held. The details of the meetings of the Board of Directors of the Company
convened during the Financial Year 2022-23 are summarized below:
| Sr. No. Date of Meeting |
No. of Directors who attended the Board
Meetings |
| 1. 30th May, 2022 |
3 |
| 2. 18th June, 2022 |
3 |
| 3. 12th August, 2022 |
3 |
| 4. 14th November, 2022 |
4 |
| 5. 13th February, 2023 |
4 |
The maximum interval between any two meetings did not exceed 120 days,
as prescribed under Section 173 of the Companies Act, 2013.
Committees of the Board
As on 31st March, 2023, the Board has 3 (Three) Committees: Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
During the year, all recommendations made by the committees were approved by the Board.
The composition and terms of reference of all the Committee(s) of the Board of Directors
of the Company is in line with the provisions of the Act and Listing Regulations.
a) Audit Committee
i) Terms of Reference:
Apart from all matters prescribed in Part C of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee,
inter-alia has been entrusted with the functions of review of monitoring of financial
reporting processes, accounting policies, recommendations for appointment of Auditors,
remuneration and terms of Auditors, review of Financial Statements before submission to
the Board for approval.
ii) Meetings of the Committee:
During the Financial Year 2022-23, the Committee met 4 (four) times
i.e. on 30th May, 2022, 12th August, 2022, 14th November, 2022 and 13th
February, 2023 and the time gap between two consecutive Meetings did not exceed one
hundred and twenty days.
b) Nomination and Remuneration Committee (NRC) i) Terms of Reference:
Apart from the matters specified in Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee,
inter-alia has been entrusted with the functions of formulating criteria for determining
qualifications, positive attributes and independence of Directors, formulating criteria
for evaluation of performance of Independent Directors.
ii) Meetings of the Committee:
During the Financial Year 2022-23, the NRC committee met 2 (Two) times
on 18th June, 2022 and
12th August, 2022.
The Nomination and Remuneration Committee has adopted a Policy which
inter-alia includes the manner of selection of the Board of Directors and Key Managerial
Personnel along with criteria for providing remuneration. This Policy is available on the
Website of the Company at http://www.tifil.in/
c) Stakeholders Relationship Committee
During the year 2022-23, the Stakeholder Relationship Committee held
its meeting on 30th May, 2022.
Contact details of the Compliance Officer / Company Secretary
| Mr. Keshav Binani |
Address: |
E-mail: |
|
Oxford Centre 10 Shroff Lanenext To |
tifilbse@rediffmail.com |
|
Colaba Market, Colaba, Mumbai-400005 |
|
The Committee has been entrusted with the functions as stipulated under
Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which includes inter-alia, resolving grievance of security holders, if
any and measures for effective voting rights of Shareholders.
10. Appointment and Remuneration
a. Criteria for appointment: i. NRC shall identify, ascertain and
consider the integrity, qualification, expertise and experience of the person for the
appointment as a Director of the Company and recommend to the Board his / her appointment.
The Directors shall uphold ethical standards of integrity and probity and shall exercise
their duties and responsibilities in the interest of the Company. ii. A person proposed to
be appointed as Director should possess adequate qualification, expertise and experience
for the position he / she is considered for appointment. They shall possess appropriate
core skills/ expertise/competencies/ knowledge in one or more fields of finance, law,
management, sales and marketing, administration, research and in the context of business
and/or the sector in which the company operates. The NRC has the discretion to decide
whether qualifications, expertise and experience possessed by a person are sufficient/
satisfactory for the concerned position. iii. The Company shall comply with the provisions
of the Act and Listing Regulations and any other laws if applicable for appointment of
Director of the Company. The Company shall ensure that provisions relating to limit of
maximum directorships, age, term etc. are complied with.
b. Remuneration of the Whole Time /Executive Director(s) / Managing
Director: i. The remuneration including commission payable to the Whole Time
/Executive Director(s) /
Managing Director shall be determined and recommended by the NRC to the
Board for approval. ii. While determining the remuneration of the Executive Directors,
following factors shall be considered by the NRC/Board:
? Role played by the individual in managing the Company including
responding to the challenges faced by the Company ?
? Individual performance and company performance so that remuneration
meets appropriate performance benchmarks ?
? Reflective of size of the Company, complexity of the sector/
industry/companys operations and the Companys financial position ?
? Consistent with recognized best industry practices. ?
? Peer remuneration ?
? Remuneration involves balance between fixed and incentive pay
reflecting performance objectives appropriate to the working of the Company and its goals.
? Remuneration is reasonable and sufficient to retain and motivate
directors to run the company successfully.
c. Remuneration to Non- Executive / Independent Directors:
Sitting Fees: Independent Directors are entitled for sitting fees
for attending meetings of the Board or Committee of the Board or for any other purposes as
may be decided by the Board, of such sum as may be approved by the Board of Directors of
the Company within the overall limits prescribed under the Act and the rules made
thereunder, Listing regulations or other applicable law.
11. Annual Evaluation of Board Performance and its Committee and
Individual Directors:
Criteria of performance evaluation of the Board Committees and
Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company.
Further, pursuant to the provisions of Section 178(2) of the Companies Act, 2013 as
amended by the Companies (Amendment) Act, 2017, NRC decided to continue the existing
method of performance evaluation through circulation of performance evaluation sheets
based on SEBI Guidance Note dated 5th January, 2017 and that only Board should carry out
performance evaluation of the Board, its Committees and Individual Directors.
The performance evaluation sheets based on aforesaid SEBI Guidance
Note, containing the parameters of performance evaluation along with rating scale was
circulated to all the Directors. The Directors rated the performance against each
criteria. Thereafter, consolidated score was arrived. Pursuant to the provisions of the
Companies Act, 2013 and Listing Regulations, the Board has carried out performance
evaluation of its own, evaluation of working of the Committees and performance evaluation
of all Directors in the said manner. The performance of the Board, committees and
individual directors was found satisfactory.
12. Extract of Annual Return
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return as on 31st March, 2023, is placed on the website of the Company at
www.tifil.in
13. Directors Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the
Companies Act, 2013, your Directors, to the best of their knowledge and belief and
according to the information and explanations obtained by them, state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable Accounting standards have been followed along with
proper explanation relating to material departures; b) The Directors have selected such
accounting policies as mentioned in the notes to the Financial Statements for the year
ended 31st March, 2023 have been selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affair of the company as at 31st March, 2023 and of the
profit and loss of the company for the year ended on that date; c) The Directors have
taken proper and sufficient care for the maintenance of the adequate accounting records in
accordance with the provision of the Companies Act 2013 safeguarding the assets of the
company and preventing and detecting fraud and other irregularities; d) The Directors have
prepared the annual financial statements for the year ended 31st March, 2023 on a going
concern basis; e) They have laid down internal financial controls, which are adequate and
are operating effectively; f) They have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
14. Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, Management
Discussion and Analysis Report containing information inter-alia on industry trends, your
Companys performance, future outlook, opportunities and threats for the year ended
31st March, 2023, is provided in a separate section forming integral part of this Annual
Report.
15. Particulars of Loans, Guarantees or Investments:
During the year under review, pursuant to Section 186 of the Act, no
loans were given to any person, nor were any Guarantees or securities provided. Further,
no investment was made in the securities of any other body corporate.
16. Disclosure Relating to Subsidiary Companies/ Associate Companies/
Joint Ventures:
The Company doesnt have any Joint Venture or Associate company
and hence doesnt require any reporting for the same. The Company has one subsidiary
as on March 31, 2023, M/s. Triumph Retail Broking Services Ltd. There has been no material
change in the nature of the business of the subsidiary. There is no major business carried
out in the subsidiary company.
Pursuant to first proviso to sub-section (3) of section 129 read with
Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as "Annexure
1".
17. Corporate Social Responsibility
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
18. Particulars of Employees:
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
19. Particulars of Contracts or Arrangements with Related Parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 were on arms length basis and in the ordinary course of business
and shall be disclosed in Form No. AOC-2. ("Annexure 2"). Prior approval
of Audit Committee is obtained for all Related Party Transactions. A statement of all
Related Party Transactions is reviewed by the Audit Committee and Board on quarterly
basis. Further, the related party transactions are also provided in the notes to the
financial statements.
20. Public deposits:
During the financial year 2022-2023, the company did not invite or
accept any deposits from the public under the provisions of Section 76 of the Companies
Act, 2013.
21. Auditors & Auditors Report:
Internal Auditor:
The Board has not appointed any Internal Auditors for the Company for
the financial year.
Statutory Auditor:
In terms of the first proviso to Section 139 of the Companies Act,
2013, at the Annual General Meeting held on Saturday, 22nd September, 2018, M/s.
RAWAT & ASSOCIATES, Chartered Accountants (FRN #134109W) was appointed as
Statutory auditor of the Company to hold office from the Conclusion of that Annual General
Meeting till the conclusion of the Annual General Meeting to be held for the financial
year 2022-23. Accordingly it is hereby proposed to re-appoint M/s. RAWAT &
ASSOCIATES, Chartered Accountants (FRN #134109W) as Statutory Auditor for another term
of five years w.e.f from the conclusion of ensuing Annual General Meeting till the
conclusion of Annual general meeting to be held for the Financial Year 2027-28 at a
remuneration to be fixed by the Board of Directors in consultation with the auditors, plus
applicable service tax and reimbursement of out of pocket expenses incurred by them for
the purpose of audit.
Auditors Report:
The observations of the Auditors in their Report have been dealt with
in the notes forming part of the accounts and other statements, which are
self-explanatory.
Management Perception to Auditors Qualifications:
i. The auditors in para (a) of their report have made a comment on the
true and fair view of the balance sheet due to irrecoverability of the dues. Management is
hopeful to recover the amount from the debtor. Even though NSE has declared us defaulter
and restricted us from broking business, company can always on carry investment and
consultancy business and earn return on its investments.
ii. The Auditors in para (b) of their Report have made a comment on the
receivables from
Classic Credit Limited (CCL) and other debtors. The Company is in the
process to recover from CCL and hence of the opinion that the some settlement will take
place between the company and CCL, though the exact time period and amount recoverable are
not determinable at present. The management is hopeful to recover part of the amount.
iii. The Auditors in para (c) of their Report have made a comment on
the receivables from total debtors other than Classic Credit Limited. Some of the debtors
have not paid as the company has to pay amount to their group companies. Eventually amount
recoverable and payable will be adjusted against each other. The company is making all the
effort to recover amount from the remaining debtors and is hopeful that the amount will be
recovered from them in due course.
iv. The Auditors in para (d) of their has made a comment about Rs. 3.56
Crore paid to
Panther Investrade Limited (PIL), the company was to recover from the
ICICI limited as a refund of earnest money for acquiring property. ICICI Bank paid the
entire amount to the Bank of India as per the Instruction of the DRT Order and the company
is in the process to file application with DRT and of the opinion that the company will
recover the amount from PIL.
v. The Auditors in para (e) of their Report have made a comment on the
dividend income received by the company. The directors are of the opinion that dividend
received on the shares held in the companys demat account is the income of the
company as these shares are now property of the company given that the same are adjusted
against the receivable from the respective clients. No claim has been received from any
client in respect of these dividends.
22. Internal Control Systems and their Adequacy
During the year, the Company has been scouting for a suitable
professional to perform the Internal Audit and to conduct the Internal Control activities.
Due to non-availability of suitable Professional, the Company was not able to perform the
Internal Control Systems and check its adequacy.
23. Conversion of Energy, Technology Absorption
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith
as "Annexure -3".
24. Cost Auditor:
The Company is not covered by the Companies (Cost Records and Audit)
Rules, 2014, and hence, the provisions of the clause 3(vi) of the Order are not applicable
to the Company.
25. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed Ms. Kala Agarwal, Company Secretary in Practice,
(C.O.P. No. 5356) to undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Auditor Report issued by them in Form No. MR-3 is annexed as
"Annexure ‘4 and forms an integral part of this Report.
Secretarial Auditors Report:
The observations of the Auditors in their Report have been dealt with
in the management perception, which are self-explanatory.
Management Perception to Secretarial Auditors Qualifications:
The Management is taking adequate measures to comply with the requisite
regulations.
26. Certificate from Practicing Company Secretary on
Non-Disqualification of Directors:
None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a) & (b) of the Companies Act, 2013. The Certificate as
required under Part-C of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, received from Ms. Kala Agarwal, Practicing Company
Secretary (C.P. No.: 5356), certifying that, none of the Directors on the Board of the
Company, have been debarred or disqualified from being appointed or continuing as Director
of the Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority, is
enclosed with this Report as "Annexure 5".
27. Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace:
In order to prevent sexual harassment of women at workplace, your
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and
has set up an Internal Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to
sexual harassment at workplace of any woman employee. During the year under review, your
Company has not received any complaint pertaining to sexual harassment and no complaint
was pending as on 31st March, 2023.
Your Company is committed to provide a safer and secure environment to
its women employees across its functions and other women stakeholders, as they are
considered as integral and important part of the Organization.
The following is a summary of sexual harassment complaints received and
disposed off during the financial year ended March 31, 2023.
| ? No. of Complaints Received |
NIL |
| ? No of Complaints disposed of |
NIL |
28. Risk Management:
The Company has in place Risk Management System which takes care of
risk identification, assessment and mitigation. There are no risks which in the opinion of
the Board threaten the existence of the Company. Risk factors and its mitigation are
covered extensively in the Management Discussion and Analysis Report forming part of this
Directors Report.
29. Material Changes after Balance Sheet date:
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the Financial Year (FY 23) of the Company to
which the Financial Statements relate and the date of this Boards Report.
30. Whistle Blower Policy/Vigil Mechanism:
Pursuant to the provisions of Section 177(10) of the Act and Regulation
22 of the Listing Regulations, your Company has established a vigil mechanism for the
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected incidents of fraud or violation of Code of Conduct.
31. Code of Conduct:
The Company has adhered to a Code of Internal Procedures and Conduct
for Regulating, Monitoring and Reporting of Trading by Insiders and Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information Pursuant to
Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
32. Change in the Nature of Business:
There is no change in the nature of the business of the Company.
33. Acknowledgement:
Your Directors take this opportunity to thank Central and State
Governments, customers, suppliers, shareholders and bankers for their consistent support
and co-operation to the Company.
Your directors also place on record sincere appreciation for the
contribution and commitment by all the employees of the Company.
FOR TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED
| Sd/- |
Sd/- |
| DHARMESH DOSHI |
NAGESH KUTAPHALE |
| DIRECTOR |
DIRECTOR |
| DIN: 02568186 |
DIN: 00245782 |
| Place: Mumbai |
|
| Date: 11th August, 2023 |
|
+91-9892691696
