Triumph International Finance India Ltd Directors Report.
TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED
ANNUAL REPORT 2005-2006
TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED
The directors herewith submit their report on the business and operations;
along with audited financial statements for the year ended March 31, 2006.
(Rs. in mn)
Year ended (Audited)
31st March, 2006 31st March, 2005
Income from Operations 11 6
Total Expenditure 106 114
Depreciation and Tax (95) (108)
Less: Depreciation 1 1
Profit/(Loss) Before Taxation (95) (109)
Less: Provision for taxation - -
Profit/(Loss) After Tax (95) (109)
Paid up Equity Share Capital 75 75
Preference Share Capital - -
Tax on Dividend - -
Reserves - -
The Board of Directors does not recommend dividend for the current year.
REVIEW OF OPERATIONS:
The company has not carried out any major business during the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
The securities and Exchange Board of India have, vide order dated May 16,
2002 canceled the registration of the Company as a stock Broker. The
Company has filed an appeal before the Honorable Security Appellate
Tribunal (SAT) against this order. The appeal is pending before SAT. The
Directors are hopeful that the company will overcome its problems in due
course of time and hence the company has prepared the accounts on the going
National Stock Exchange of India. Limited (NSE) has declared the company as
defaulter, with effect from May 3, 2002, due to failure of the company to
resolve the investor complaints filed against the company.
As required under Section 212 of the Companies Act, 1956 the audited
accounts along-with the Directors report and Auditors Report of the
Subsidiary Companies are appended and form apart of the Annual Report. The
statement pursuant to section 212 of the Companies act, 1956 is attached
and forms part of this report.
MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATIONS:
The auditors in clause 4(vi)& (xiv) of their report have made a comment on
the going concern assumption. The company has made an application against
the SEBI order before the Security Appellate Tribunal and the case is yet
to be decided. Management is hopeful to recover all the recoverability of
the amount from the debtor. The company is any way into the consultancy and
share trading business hence the concept of going concern exit.
The Auditors in clause 4(vii) of their report have made a comment on the
receivables from Classic Credit Limited (CCL). The Company is in the
process of negotiation with CCL and hence of the opinion that the positive
settlement will take place between the company and CCL, though the exact
time period is not determinable at present. The management is sure to
recover the amount.
The Auditors in clause 4(viii) 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 confident that the amount will be
recovered from them in due course.
The Auditors in clause 4(ix) of their report have made a comment in respect
of amount of Rs.34.42 lacs paid by M. Jiggar & Co. to TRO & 12.77 lacs paid
by Triumph Forex Services Ltd. to Madhavpura Merchantile Bank (MMCB). The
Company has received letter dated 30.06.2004 from the M. Jiggar & Co.
informing that they have made payment of Rs. 34.32 lacs to the TRO.
Accordingly, the debtors account is credited and Income Tax payment is
debited by that amount. The Company had requested that TRO for the
confirmation of above transaction but has not received the same, further
the company has written a letter to MMCB and requested them to adjust the
credit of Rs.12.77 lacs lying in the deposit A/c. of Triumph Forex Services
Ltd. Wholly own subsidiary Company. Against the loan amount However the
bank has not made the adjustment but assured that same will be done at the
time of final settlement.
The auditors in clause 4(x) of their report have 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 the company is in the process, of negotiation
with PIL and of the opinion that the company will recover the amount from
The auditors in clause 4(xi) of their report have made a comment about Rs.4
Crore advance given to Ex-director. The company had paid advance money as
per the option agreement to acquire the 51% stake in Triumph Securities
Limited which was the member of the Stock Exchange, Mumbai. The company has
not exercised the option and have called back the amount. Notwithstanding
the financial and legal matters involving the said Ex-Director, the
Management is hopeful of recovering the advances.
The auditors have made a, comment about managerial remuneration in clause
4(xii) of their report. The company is of the opinion that with the
approval of the shareholder in the General Meeting, permission of the
Central Government is not required and accordingly Special Resolution for
the approval of the said remuneration was passed at the eighteenth Annual
General Meeting of the Company.
The Board proposes the re-appointment of Mr. A R Kapadia who retire by
rotation at forthcoming Annual General Meeting and being eligible offer
himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act,
1956, with respect to Directors Responsibility Statement, it is hereby
a) that in the preparation of the accounts for the financial year ended
31st March, 2006, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the
Company for the year under review;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the accounts for the financial year
ended 31st March, 2006 on a going concern basis.
Your company did not accept any fixed deposits during the year under
review. No deposits were outstanding as on 31st March 2006.
HUMAN RESOURCES AND INFORMATION TECHNOLOGY:
The company has and continues to take various steps to improve the quality
of its human resources. The Company has and continues to invest in
technology and people to integrate its IT systems in business processes and
to provide enhanced Service Quality.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
The Company is advised that as it is not engaged in manufacturing activity
there is no specific disclosure to be made as required under The Companies
(Disclosure of particulars in the Report of the Board of Directors) Rules,
1988 of the Conservation of Energy and Technology Absorption and other
The foreign exchange earning during the year was Nil and the outgo was
Rs.Nil (Previous year Earning was Nil and Outgo Nil)
PARTICULARS REGARDING EMPLOYEES:
Pursuant to the provision of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975, as amended
no employee of the company was in receipt of remuneration aggregating
Rs.24,00,000/- or 2,00,000/- per month if employed for the part of the
The auditors of the company M/s. Pravin P.Shah & Co. Chartered Accountants
hold office until the conclusion of the ensuing Annual General Meeting,
however express their inability to continue as a auditor for the year
2006-2007. Members are requested to appoint M/s. Falod & Khandelwal as
auditors of Company to hold office until the next Annual General Meeting
and fix their remuneration.
Pursuant to clause 49 of the Listing Agreement with the stock exchange
Corporate Governance Report and Auditors Certificate regarding compliance
of conditions of Corporate Governance is made part of the Annual Report.
Your directors wish to place on record its sincere appreciation for the
support and co-operation by its Bankers, Clients, Shareholders and other
business constituents Company.
On behalf of the Board of Directors
June 30, 2006
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