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Triumph International Finance India Ltd.

BSE: 532131 Sector: Financials
NSE: N.A. ISIN Code: INE382B01012
BSE 05:30 | 01 Jan Triumph International Finance India Ltd
NSE 05:30 | 01 Jan Triumph International Finance India Ltd

Triumph International Finance India Ltd. (TRIUMPHINTL) - Director Report

Company director report

To

The Members

TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED

Your Directors have pleasure in presenting the 35thAnnual Report ofthe company along with the Audited Statement ofAccounts for the year ended 31stMarch 2021.

1. Financial Results

(Amount in Rs.)

Particulars

Standalone

Consolidated

Current Year (31.03.2021) Previous Year (31.03.2020) Current Year (31.03.2021) Previous Year (31.03.2020)
Total Income 32775972 30396616 32775972 30396616
Less: Total expenses 1948593 3051480 1969393 3077650
Profit before Tax 30827379 27345136 30806579 27318966
Less : Provision for Taxation
Current Tax -- -- -- --
Deferred Tax -- -- -- --
Profit/(Loss) after Taxation 30827379 27345136 30806579 27318966

2. Review Of Operations

The Company has not carried out any major business during the year under review. On aStandalone basis the total Income from operations of the Company is Rs. 32775972/- forthe current year as compared to Rs. 30396616/- in the previous year. The Company hasearned profit of Rs. 30827379/-in the current year as compared to net profit of Rs.27345136/-in the previous year.

On a Consolidated basis the total Income from operations of the Company is^32775972/- for the current year as compared to Rs. 30396616/- in the previous year.The net profit for the year under review amounted to Rs. 30806579/-in the current yearas compared to net profit of T 27318966/-in the previous year.

3. Dividend

The Board of Directors of the Company has not recommended any dividend on the equityshares of the Company for the financial year under review.

4. Transfer to Reserves

During FY 2020-21 no amount has been transferred to the general reserves/ retainedearnings of the Company.

5. Details of Board of Directors

There has not been any change in the composition of the Board during the year. Pursuantto the provisions of Section 152 of the Companies Act 2013 ("Act") and articlesof association of the Company Ms. Rekha latin Sarvaiya(DIN:00046128")Director of the Company retires by rotation at theensuing AGM and being eligiblehas offered herself for the re-appointment. The Board recommends his re-appointmen tforconsideration at the ensuing AGM. As per Secretarial Standard - 2 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") brief profile and other related information of Ms. Rekha JatinSarvaiya. Director retiring by rotation is provided in the Notice of ensuing AGM.

6. Number of Meetings of the Board

During the Financial year The Board met on four Occasions the Audit Committee met onfour Occasions Nomination & Remuneration Committee met once and theStakeholder Relationship Committee met four times. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the ListingRegulations. Details of the meetings are enlisted below:

Board Meeting Dates:

1. 31st July 2020

2. 24th August 2020

3. 13th November 2020

4. 12th February 2021

Audit Committee Dates:

1. 31st July 2020

2. 24th August 2020

3. 13th November 2020

4. 12th February 2021

Nomination & Remuneration Committee Date:

1. 31st July 2020

Stakeholder Relationship Committee Dates:

1. 31st July 2020

2. 24th August 2020

3. 13th November 2020

4. 12th February 2021

7. Company's policy on appointment and remuneration of Directors and Key ManagerialPersonnel:

Pursuant to Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee (NRC) has formulated "Nomination and Remuneration Policy" which dealsinter-alia with the appointment and remuneration of Directors Key Managerial PersonnelSenior Management and other employees.

The salient features of the policy are as under:

I. Criteria for appointment:

a. NRC shall identify ascertain and consider the integrity qualification expertiseand experience of the person for the appointment as a Director of the Company andrecommend to the Board his / her appointment. The Directors shall uphold ethical standardsof integrity and probity and shall exercise their duties and responsibilities in theinterest of the Company.

b. A person proposed to be appointed as Director should possess adequate qualificationexpertise and experience for the position he / she is considered for appointment. Theyshall possess appropriate core skills/ expertise/competencies/ knowledge in one or morefields of finance law management sales and marketing administration research and inthe context of business and/or the sector in which the company operates. The NRC has thediscretion to decide whether qualifications expertise and experience possessed by aperson are sufficient/ satisfactory for the concerned position.

c. The Company shall comply with the provisions of the Act and ListingRegulations 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 ageterm etc. are complied with.

II. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

a. The remuneration including commission payable to the Whole Time /ExecutiveDirector(s) / Managing Director shall be determined and recommended by the NRC to theBoard for approval.

b. While determining the remuneration of the Executive Directors following factorsshall be considered by the NRC/Board:

• Role played by the individual in managing the Company including responding tothe challenges faced by the Company

• Individual performance and company performance so that remuneration meetsappropriate performance benchmarks

• Reflective of size of the Company complexity of the sector/ industry/company'soperations and the Company's financial position

• Consistent with recognized best industry practices.

• Peer remuneration

• Remuneration involves balance between fixed and incentive pay reflectingperformance objectives appropriate to the working of the Company and its goals.

• Remuneration is reasonable and sufficient to retain and motivate directors torun the company successfully.

III. Remunerations Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attendingmeetings of the Board or Committee of the Board or for any other purposes as may bedecided by the Board of such sum as may be approved by the Board of Directors of theCompany within the overall limits prescribed under the Act and the rules made thereunderListing regulations or other applicable law.

8. Annual Evaluation of Board Performance and its Committee and Individual Directors:

Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant to theprovisions 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 performanceevaluation through circulation of performance evaluation sheets based on SEBI GuidanceNote dated 5th January 2017 and that only Board should carry out performance evaluationof the Board its Committees and Individual Directors.

The performance evaluation sheets based on aforesaid SEBI Guidance Note containing theparameters of performance evaluation along with rating scale was circulated to all theDirectors. The Directors rated the performance against each criteria. Thereafterconsolidated score was arrived. Pursuant to the provisions of the Companies Act 2013 andListing Regulations the Board has carried out performance evaluation of its ownevaluation of working of the Committees and performance evaluation of all Directors in thesaid manner. The performance of the Board committees and individual directors was foundsatisfactory.

9. Extract of Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the Annual Return ason 31st March 2021 is placed on the website of the Company at www.tifil.in

10. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance of the Board wasevaluated.

11. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March2021 the applicable Accounting standards have been followed along with proper explanationrelating to material departures;

b) The Directors have selected such accounting policies as mentioned in the notes tothe Financial Statements for the year ended 31st March 2021 have been selectedand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affair of the company as at 31stMarch 2021 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 theadequate accounting records in accordance with the provision of the Companies Act 2013safeguarding the assets of the company and preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the annual financial statements for the year ended 31stMarch 2021 on a going concern basis;

e) They have laid down internal financial controls which are adequate and areoperating effectively;

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

12. Share Capital

The paid up equity share capital of the Company as on March 31 2021 was Rs.75000000/-. during the year. The Company has not issued any equity shares withdifferential rights as to dividends voting or otherwise or any convertible securitieswarrants or Sweat Equity shares. It has neither issued any Employee Stock Options nor anySweat Equity Shares during the year.

13. Management Discussion And Analysis

Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis Report containing information inter-alia on industry trends your Company'sperformance future outlook opportunities and threats for the year ended 31st March2021 is provided in a separate section forming integral part of this Annual Report.

14. Declaration By Independent Directors

The Company is in the process of appointing suitable candidates for the position ofIndependent Director in the Company.

15. Particulars ofLoans Guarantees or Investments

During the year under review pursuant to Section 186 of the Act no loans were givento any person nor were any Guarantees or securities provided. Further no investment wasmade in the securities of any other body corporate.

16. Disclosure Relating To Subsidiary Companies/ Associate Companies/ Joint Ventures:

The Company doesn't have any Joint Venture or Associate company and hence doesn'trequire any reporting for the same. The Company has one subsidiary as on March 31 2021M/s. Triumph Retail Broking Services Ltd. There has been no material change in the natureof the business of the subsidiary. There is no major business carried out in thesubsidiary company.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014 Form AOC-1 is annexed to this report as "Annexure1".

17. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit 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 rule5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

19. Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013were on arms length basis and in the ordinary course of business and shall be disclosed inForm No. AOC-2.("Annexure 2").Prior approval of Audit Committee is obtained forall Related Party Transactions. A statement of all Related Party Transactions is reviewedby the Audit Committee and Board on quarterly basis. Further the related partytransactions are also provided in the notes to the financial statements.

20. Fixed Deposit

The Company has not accepted any Fixed Deposit covered under Section 76 of theCompanies Act 2013 from the Shareholders or the Public during the year.

21. Auditors&Auditors Report Internal Auditor:

The Board has not appointed any Internal Auditors for the Company for the financialyear. Statutory Auditor:

In terms of the first proviso to Section 139 of the Companies Act 2013 at the AnnualGeneral Meeting held on Saturday 22th September 2018 M/s. RAWAT &ASSOCIATES Chartered Accountants (FRN #134109W) was appointed as Statutory auditor ofthe Company to hold office from the Conclusion of that Annual General Meeting till theconclusion of the Annual General Meeting to be held for the financial year 2022-23 at aremuneration to be fixed by the Board of Directors in consultation with the auditors plusapplicable service tax and reimbursement of out of pocket expenses incurred by them forthe purpose of audit.

Auditors Report:

The observations of the Auditors in their Report have been dealt with in the notesforming 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 fairview of the balance sheet due to irrecoverability of the dues. Management is hopeful torecover the amount from the debtor. Even though NSE has declared us defaulter andrestricted us from broking business company can always on carry investment andconsultancy business and earn return on its investments.

(ii) The Auditors in para (b) of their Report have made a comment on the receivablesfrom Classic Credit Limited (CCL) and other debtors. The Company is in the process torecover from CCL and hence of the opinion that the some settlement will take place betweenthe company and CCL though the exact time period and amount recoverable are notdeterminable 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 receivablesfrom total debtors other than Classic Credit Limited. Some of the debtors have not paid asthe company has to pay amount to their group companies. Eventually amount recoverable andpayable will be adjusted against each other. The company is making all the effort torecover amount from the remaining debtors and is hopeful that the amount will be recoveredfrom them in due course.

(iv) The Auditors in para (d) of their has made a comment about Rs. 3.56 Crorepaid to Panther Investrade Limited (PIL) the company was to recover from the ICICIlimited as a refund of earnest money for acquiring property. ICICI Bank paid the entireamount to the Bank of India as per the Instruction of the DRT Order and the company is inthe process to file application with DRT and of the opinion that the company will recoverthe amount from PIL.

(v) The Auditors in para (e) of their Report have made a comment on the dividend incomereceived by the company. The directors are of the opinion that dividend received on theshares held in the company's demat account is the income of the company as these sharesare now property of the company given that the same are adjusted against the receivablefrom the respective clients. No claim has been received from any client in respect ofthese dividends.

22.1nternal Control Systems and their Adequacy

During the year the Company has been scouting for a suitable professional to performthe Internal Audit and to conduct the Internal Control activities. Due to non availabilityof suitable Professional the Company was not able to perform the Internal Control Systemsand check its adequacy.

23. Conversion OfEnergy TechnologyAbsorption

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read withRule 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 andhence 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 Directorshad appointed Ms. Kala Agarwal Company Secretary in Practice (C.O.P. No. 5356) toundertake the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Auditor Report issued by them in Form No. MR-3 is annexed as Annexure '4'andforms an integral part of this Report.

Secretarial Auditors Report:

The observations of the Auditors in their Report have been dealt with in the managementperception which are self-explanatory.

Management Perception to Secretarial Auditors Qualifications:

The Management is taking adequate measures to comply with the requisite regulations.

26. 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 apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to look into the complaints relating to sexualharassment at workplace of any woman employee. During the year under review your Companyhas not received any complaint pertaining to sexual harassment and no complaintwas pendingas on 31st March 2021.

Your Company is committed to provide a safer and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the Organization.

The following is a summary of sexual harassment complaints received and disposed offduring the financial year ended March 31 2021.

• No. of complaints Received NIL
• No of Complaints disposed of N.A.

27. Risk Management

The Company has in place Risk Management System which takes care of riskidentification assessment and mitigation. There are no risks which in the opinion of theBoard threaten the existence of the Company. Risk factors and its mitigation are coveredextensively in the Management Discussion and Analysis Report forming part of thisDirectors' Report.

28. Significant and Material orders passed by the Regulators or Courts

During the year under review the Company has received Show Cause Notice in the matterof Compulsory delisting of Securities from Bombay Stock Exchange (BSE).

29. Material Changes after Balance Sheet date

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year (FY 21) of the Company to which theFinancial Statements relate and the date of this Board's Report.

30. Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177(10) of the Act and Regulation 22 of theListing Regulations your Company has established a vigil mechanism for the Directors andemployees of the Company to report concerns about unethical behavior actual or suspectedincidents 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 RegulatingMonitoring and Reporting of Trading by Insiders and Code of Practices and Procedures forfair disclosure of Unpublished Price Sensitive Information Pursuant to Regulation 8(1) ofthe SEBI (Prohibition of lnsider 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 customerssuppliers shareholders and bankers for their consistent support and co-operation to theCompany.

Your directors also place on record sincere appreciation for the contribution andcommitment by all the employees of the Company.

FOR TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED
DHARMESH DOSHI NAGESH KUTAPHALE
DIRECTOR DIRECTOR
DIN:02568186 DIN:00245782
Place: Mumbai
DateilS* August 2021

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