Triumph International Finance India Ltd Management Discussions.

TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED ANNUAL REPORT 2005-2006 MANAGEMENT DISCUSSION AND ANALYSIS 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. 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. 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.