Your Directors have pleasure in presenting the Thirtieth Annual Report of M/s CapitalTrust Limited along with the audited financial statements for the year ended March 312016.
1. facial HIGHLIGHTS
The financial performance for the year 2015-2016 is summarized in the following table:
| || || ||Rs in Lakhs |
|Particulars ||Year Ended March 31 2016 ||Year Ended March 31 2015 ||% age of change |
|Gross Income from operation ||5446.47 ||3997.36 ||36.25% |
|Other Income ||685.08 ||11.82 ||5695.94% |
|EBIDTA ||4341.10 ||2885.38 ||50.45% |
|Less: || || || |
|Interest ||1217.85 ||1414.67 ||(13.91%) |
|Depreciation ||20.90 ||11.48 ||82.05% |
|Profit Before Tax ||3102.35 ||1459.22 ||112.60% |
|Profit/(Loss) after tax ||2024.52 ||964.57 ||109.88% |
|Available for appropriation ||2024.52 ||964.57 ||109.88% |
|Transfer to Reserve fund u/s 45IC of RBI Act 1934 ||404.90 ||192.91 ||109.88% |
|Surplus/deficit carried to Balance Sheet ||1038.51 ||614.62 || |
During the year under review your company has done exceptionally well. The number ofclients as on March 31 2016 were 107977 operating from 84 branches in 20 districts. Thegross income has increased by 36% in year 2016 as compared to year 2015. Net profit hasalso increased from Rs 964.57 Lakhs in year 2015 to Rs 2024.52 Lakhs in year 2016 showingan increase of 109.88%.
Your company is operating in the states of Delhi Uttar Pradesh Uttrakhand Haryanaand Punjab. The company is planning to enter into the areas of Madhya Pradesh andRajasthan. The company has always been following the path having a neat portfolio. Yourcompany has strict checks and balances which enable the company to have a good cleanportfolio. The internal audit and internal checks have helped the company to have PAR >90 Days to 2%.
During the year the company has raised the capital in the company by way ofpreferential or private placement of equity shares as per the details given hereunder:
|No of equity shares ||Name of shareholder ||Face value per share ||Issue price per share ||Premium per share ||Total amount of shares |
|2825000 ||Light House Emerging India Investors Ltd ||10/- ||` 217/- ||` 207/- ||613025000/- |
|125000 ||Emkay Fincap Limited ||10/- ||` 217/- ||` 207/- ||27125000/- |
|125000 ||Seven Hills Capital ||10/- ||` 217/- ||` 207/- ||27125000/- |
|4092500 ||Mr. Yogen Khosla ||10/- ||` 117/- ||` 107/- ||478822500/- |
|Particulars ||Year 2016 ||Year 2015 |
|No. of branches ||84 ||83 |
|No. of districts ||20 ||21 |
|No. of borrowers ||107977 ||110307 |
|No. of states ||5 ||5 |
|Loan disbursed during the year (Rs In Crores) ||104.42 ||66.45 |
|Loan outstanding ||304.16 ||186.22 |
Your company has tied up with various financial institution thereby raising the loan ofRs 60.14 Crores from them during the year. Your company has never failed in repaying anyinstallments or interest to the lende` The company enjoys good reputation with all itsstakeholders.
Your Directors have recommended payment of dividend of Rs 1.50/- per Equity Share ofthe company for the financial year ended March 31 2016 .
3. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of Section 186(4) of the Companies Act 2013 requiring disclosure in thefinancial statements of the full particulars of the loans given investment made orguarantee given or security provided and the purpose for which the loan or guarantee orsecurity is proposed to be utilised by the recipient of the loan or guarantee or securityis not applicable to us.
4. SUBSIDIARY COMPANIES
The company was not having any subsidiary associate or joint venture company for theyear ended March 31 2016.
5. FIXED DEPOSITS
The Company has not accepted any deposits under section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014 during the year ended March 312016. Being a Non Deposit taking Non Banking facial Company your Company has notaccepted any deposits from the public.
6. RESERVE FUNDS
As per section 45 IC of The RBI Act 1934 the Company has transferred Rs 404.90 Lakhsin reserve fund i.e aggregating 20% of its net profit.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS
During the year 2015-16 there were no significant and/ or material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status of futureoperations of the Company.
8. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGERIALPERSONNEL
During the year under review Capt. Manpreet Singh Chawla (Retd.) was appointed asadditional director of the company under Section 161(1) of the Companies Act 2013. Thebrief resume of Capt. Manpreet Singh Chawla (Retd.) is given hereunder:
Capt. Manpreet Singh Chawla (Retd.) is a commerce graduate from Delhi University. Aftergraduation he joined Indian Military Academy in 1985 and retired as Colonel. After histenure with Indian Army he started his own venture. He is expert in liasoning and hasgood experience in administration matters. Your Board is of the view that the experienceof Capt. Chawla will be benefficial to the company. Upto the date of notice the companyhas not received any notice of his candidature for the appointment of director in thecompany.
9. COMPLIANCE WITH RBI GUIDELINES:
Your company has complied with all applicable regulations of the Reserve Bank of India.As per Non Banking office companies RBI Directions 1998 the directors hereby report thatthe company did not accept any public deposits during the year and did not have any publicdeposits outstanding at the end of the year.
10. CAPITAL ADEQUACY
The Capital Adequacy Ratio of the company was 77.50% as of March 31 2016 as comparedto 18.50% in year 2015 as against the minimum capital adequacy requirements of 15% by RBI.The Capital adequacy has increased due to increase in Capital.
11. CORPORATE GOVERNANCE
The report on Corporate Governance is provided separately and forms part of thisDirectors Report.
13. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed herewith as annexure 2 as perSection 134(3)(a) of the Companies Act 2013. The same forms part of the directorsreport.
14. NO. OF MEETINGS OF THE BOARD DURING THE FY 2015-16
During the facial Year 2015-16 your Board has met twelve times and the meetings wereheld on May 09 2015 May 22 2015 June 10 2015 July 13 2015 July 28 2015 August12 2015 September 28 2015 October 15 2015 January 19 2016 February 11 2016February 25 2016 and March 29 2016. As per Companies Act 2013 minimum four meetings arerequired to be held in a year. The details of these meetings are given in CorporateGovernance Report which forms part of directors report.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms and state that:
i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern basis;
v. had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your board is of the view that the company has adequate effective internal financialcontrols system in place. The company has maintained robust systems of internal auditcompliance systems which is regularly monitored by risk management and audit committee.
16. NOMINATION AND REMUNERATION POLICY
Capital Trust Limited believes in the manner of working in which its affairs areconducted in a fair and transparent way by adopting the ethical behavior standardsintegrity and professionalism and in compliance of laws towards the society government& its stakeholders. In terms of Section 178 of the Companies Act 2013 the companyhas formulated and adopted the Nomination & Remuneration policy. This policy acts as aguideline for determining inter-alia qualifications positive attributes andindependence of a Director matters relating to the remuneration appointment removal andevaluation of performance of the Directors and Key Managerial Personnel.
The policy is available on the website of the company www. capital-trust.com.
17. RISK MANAGEMENT POLICY
Risk Management is a key aspect of the "Corporate Governance Principles and Codeof Ethics" which aims to improvise the governance practices across the Companysactivities. The Management of NBFCs have to base their business decisions on a dynamic andintegrated risk management system and process driven by corporate strategy. NBFCs areexposed to several major risks in the course of their business- credit risk interest raterisk equity price risk liquidity risk and operational risk. It is therefore importantthat NBFCs should introduce effective risk management policy that addresses the issuesrelating to various business risks. Risk management policy and processes will enable theCompany to proactively manage uncertainty and changes in the internal and externalenvironment to limit negative impacts and capitalize on opportunities.
The main object of the Risk Management Policy adopted by the company is:
To ensure that all the current and future material risk exposures of the companyare identified assessed quantified appropriately mitigated minimized and managed i.eto ensure adequate systems for risk management.
To establish a framework for the companys risk management process and toensure its implementation.
To enable compliance with appropriate regulations wherever applicable throughthe adoption of best practices.
To assure business growth with facial stability.
18. DECLARATION FROM INDEPENDENT DIRECTORS
Pursuant to Section 149 (7) of the Companies Act 2013 the company has receivednecessary declarations of independence from each of its Independent Directors that hemeets the criteria of being the independent director as provided in section 149 (6) of theCompanies Act 2013 and is not disqualified from continuing as Independent Director.
19. RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee as also the Board for approval.Information on transaction with related parties pursuant Particulars of contracts orarrangements with related parties referred to in Section 188(1) in the prescribed form AOC-2 is appended as "Annexure - 1" to the Boards Report.
20. VIGIL MECHANISM
The company has adopted Vigil Mechanism policy with a view to provide a mechanism fordirectors and employees of the Company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the Section 177(9) and (10) of the CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
21. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid Annual listing fees for the financial year endedMarch 31 2016 to the Bombay Stock Exchange where shares of the company are listed.
a) Statutory Auditors
The Statutory Auditors of the Company M/s SGR & Associates Chartered AccountantsDelhi were appointed as the statutory auditors of the company at the EGM held on August12 2015 for a period of two (2) years subject to ratification at every AGM. The companyhas received a letter from the auditors resigning as auditor of the Company. You Companyproposes the name of M/s Walker Chandoik & Co. LLP Chartered Accountants (FirmRegistration No. 001076N/N500013) as the auditors of the company from the conclusion ofthis Annual General Meeting till the conclusion of 35th Annual General Meetingto be held in 2021.
The Company has received letter to the effect that the appointment if made would bewithin the prescribed limits under Section 141(3)(g) of the Companies Act 2013 and thatthey are not disqualified for appointment. As required under Clause 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the auditors have alsoconfirmed that they hold a valid Certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
b) Secretarial Audit
In Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s Sudist Thakur & Associates firm of Practising Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed as Annexure 3 for the facial Year 2015-16.
23. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE
(i) Statutory Auditors report
There are no disqualifications reservations adverse remarks or disclaimers in theauditors report.
(ii) Secretarial Auditors Report
The Secretarial Audit Report does not contain any qualification reservation or adverseremark made by Secretarial Auditor.
24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down inSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 A report onCorporate Governance is included as part of this Annual Report.
Certificate from the Statutory Auditors of the company M/s SGR & AssociatesChartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to this Report.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to conservation of Energy and Technology absorptionpursuant to Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules 2014 is not provided
|Foreign Exchange Inflow: ||Nil |
|Foreign Exchange Outflow: ||` 207336 |
26. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act 2013 and theRules made there under and relevant circulars issued from time to time by the Ministry ofCorporate Affairs (MCA) the Company has adopted a Corporate Social Responsibility Policy("CSR Policy") which is also available on the Website of the Company.
During the year the company has not taken any initiative in Corporate SocialResponsibility as the company feels that the company is working for upliftment of the poorpeople by providing financial support. The company does not only provide financial supportto the people who are neglected ones but also provide training on financial literacy. Thecompany indents to get more involved in CSR activities either through itself or throughsome other non profit organisations in the current year.
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.
There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as at March 31 2016.
28. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the Audit Committee Nomination andRemuneration Committee. The performance of the Board is evaluated by each individualdirector as well as collectively by Board on the annual basis towards the end of financialyear. The same was evaluated in the meeting of the board of directors held on March 292016. The Board performance is evaluated on the basis of number of Board and Committeemeeting attended by individual director participation of director in the affairs of thecompany duties performed by each director during the year. In a separate meeting ofindependent Directors held on March 29 2016 performance of Non-independent Directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views of Executive Directors and Non executive Directors.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at the workplace and hasestablished a Committee on Prevention Prohibition and Redressal of Sexual Harassment atthe Workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under and has aprevention of sexual harassment policy in place. The Directors further state that duringthe year under review there was no case filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
30. DETAILS AS REQUIRED UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014
(i) The financial summary or highlights;
| ||Amount Rs in Lakhs |
| ||Year Ended ||Year Ended |
|Particulars ||March 31 2016 ||March 31 2015 |
|Gross Income from operation ||5446.47 ||3997.36 |
|Other Income ||685.08 ||11.82 |
|EBIDTA ||4341.10 ||2885.38 |
|Less: || || |
|Interest ||1217.85 ||1414.67 |
|Depreciation ||20.90 ||11.48 |
|Profit Before Tax ||3102.35 ||1459.22 |
|Profit/(Loss) after tax ||2024.52 ||964.57 |
|Available for appropriation ||2024.52 ||964.57 |
|Transfer to Reserve fund u/s 45IC of RBI Act 1934 ||404.90 ||192.91 |
|Surplus/deficit carried to Balance Sheet ||1030.12 ||614.62 |
(ii) The change in the nature of business if any;
(iii) The details of directors or key managerial personnel who were appointed or haveresigned during the year
|S. No ||Name ||Designation ||DIN ||Date of Appointment/ Change/ Cessation ||Reason |
|1. ||Mrs. Anju Khosla ||Executive Director ||03496484 ||30.09.2015 ||Appointment as Executive Director U/S 152 of the Companies Act after cessation of additional director |
|2. ||Capt. Manpreet Singh Chawla (Retd.) ||Independent Director ||07422608 ||11.02.2016 ||Additional director |
(iv) the names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;
(v) Deposits from public during the year;
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
(vi) The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and companys operations in future;
(vii) The details in respect of adequacy of internal financial controls (IFC) withreference to the facial Statements;
In respect of internal financial control the Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Companys policies the safeguarding of its assets the timelyprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
Further the management regularly reviews the control for any possible changes andtakes appropriate actions.
31. PARTICULARS OF EMPLOYEES
The statement showing the name of every employee of the company who if employedthroughout the financial year was in receipt of remuneration for that year which in theaggregate was not less than sixty Lakh rupees is not required to be given as Company doesnot have any such employee. Further company does not have any employee who is employed forpart of the year and drawing remuneration of Rupees Five Lakhs per month. Further there isno employee in receipt of remuneration which in the aggregate or as the case may be ata rate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.
The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India Securities and Exchange Board ofIndia Stock Exchange Registrar of Companies and other government and regulatory agenciesand to convey their appreciation to customers bankers lenders vendors and all otherbusiness associates for the continuous support given by them to the Company. The Directorsalso place on record their appreciation of the commitment commendable efforts team workand professionalism of all the employees of the Company.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||OF CAPITAL TRUST LIMITED |
|Sd/- ||Sd/- |
|Yogen Khosla ||Hari Baskaran |
|Managing Director ||Director |
|DIN-00203165 ||DIN-02666053 |
|Date: August 26 2016 || |
|Place: New Delhi || |