Triumph International Finance India Ltd Directors Report.

TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED ANNUAL REPORT 2005-2006 DIRECTORS REPORT To The Members, 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. FINANCIAL RESULTS: (Rs. in mn) Year ended (Audited) 31st March, 2006 31st March, 2005 Income from Operations 11 6 Total Expenditure 106 114 Profit/(Loss) Before 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 - - DIVIDEND: 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 concern basis. 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. SUBSIDIARY COMPANIES: 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 PIL. 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. DIRECTORS: 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 confirmed: 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. FIXED DEPOSIT: 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 OUTGOING: 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 related particulars. 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 year. AUDITORS: 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. CORPORATE GOVERNANCE: 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. ACKNOWLEDGEMENTS: 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 Jatin Sarvaiya Managing Director. Mumbai June 30, 2006