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Capital Trust Ltd.

BSE: 511505 Sector: Financials
NSE: CAPTRUST ISIN Code: INE707C01018
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VOLUME 38341
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Mkt Cap.(Rs cr) 164
Buy Price 99.05
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Sell Price 100.00
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OPEN 110.00
CLOSE 106.55
VOLUME 38341
52-Week high 122.00
52-Week low 47.05
P/E
Mkt Cap.(Rs cr) 164
Buy Price 99.05
Buy Qty 10.00
Sell Price 100.00
Sell Qty 107.00

Capital Trust Ltd. (CAPTRUST) - Director Report

Company director report

Your Directors take pleasure in presenting the Thirty fourth Annual Report on thebusiness and operations of your company along with the standalone and consolidated auditedfinancial statements for the year ended March 31 2020.

1. FINANCIAL RESULTS

The Company's financial performance for year ended 31st March 2020 is summarizedbelow:

Particulars

Standalone

Consolidated

2019-20*

2018-19*

2019-20* 2018-19*
Total Income from operations

14758.00

18713.32

15509.10 19315.67
EBIDTA

7010.91

8897.47

7333.28 8925.05
Less:
Interest

6071.08

7616.46

5880.75 7593.13
Depreciation

89.46

93.66

89.46 93.46
Profit Before Tax

850.37

1187.54

1363.07 1238.46
Profit/(Loss) after tax

53.28

905.62

427.39 850.92
Available for appropriation

53.28

905.62

427.39 850.92
Transfer to Reserve fund u/s 45IC of

10.66

16.80

57.93 16.80
Act 1934

*The figures for the year 2018-19 have been regrouped due to applicability of Ind-AS.

2. FINANCIAL PERFORMANCE

With effect from 1st April 2019 IND-AS became applicable to the company.The year also impacted due to various external issues with sector. The last year figureshas been regrouped due to implementation of IND-AS. The company has now been startedCapital Digital Loans where the repayment is taken from the customers digitally.

The income of the company has decreased from Rs. 19315.76 Lakhs to Rs. 15509.10 Lakhsmainly due to drop in portfolio. The interest expenses have come down to Rs. 588.75 Lakhsfrom Rs. 7593.13 Lakhs during the year. The Profit before tax have increased to Rs.1363.07 Lakhs from Rs. 1238.46 Lakhs during the year 2019-20. The net profit was Rs.427.39 Lakhs in year 2020 as compared to Rs. 850.92 Lakhs in the year 2019. The companyhas 241 branches in 10 states.

Your company has never failed in paying any instalments or interest to the lenders. Thecompany enjoys good reputation with all its stakeholder. The credit rating of the companyis BBB as on 31st March 2020.

3. FUND RAISING

During the year under review there has not been any change in the capital. The totaloutstanding as on 31st March2020 is Rs. 4800 Lakhs from the Banks and otherfinancial institutions. In addition to that the company has also entered into Directassignment transactions and thus raising Rs. 12094 Lakhs during the year.

During the year the company has prematurely repaid the entire NCDs to Bearing EquityAsia.

4. DIVIDEND

Due to present Covid-19 situation the management has decided to retain the profits andnot to recommend any dividend.

5. RESERVE FUNDS

As per section 45 IC of RBI Act 1934 the Company has transferred Rs. 10.66 Lakhs toReserve Fund i.e aggregating of 20% of its net profit.

6. CREDIT RATING

The Credit Rating of the Company was BBB from Care Ratings on 31st March20.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Accounting Standards(AS) - 21 on Consolidated Financial Statements the audited consolidated financialstatement have been prepared which forms part of the Annual Report.

8. SUBSIDIARY COMPANIES

The Company has two wholly owned Subsidiaries in the name of Capital Trust MicrofinancePrivate Limited and Capital Trust Housing finance Private Limited. The Audited AnnualFinancial Statements of Subsidiary Companies are tabled before the Audit Committee andBoard of Directors of the company. Copies of the Minutes of the Board Meetings ofSubsidiary Companies are tabled at the subsequent Board Meetings held.

9. COMPLIANCE WITH RBI GUIDELINES:

Your Company is compliant with all the applicable RBI regulatory norms. Since thecompany has become systematically important Non deposit taking NBFC the company iscomplying with all the provisions of the master directions in this regard. The company'ssubsidiary company Capital Trust Microfinance Pvt. Limited has also become thesystematically important Non deposit taking NBFC as a group company of Capital TrustLimited. In addition to it the Capital Trust Microfinance Private Limited which is aNBFC- MFI is fully compliant with the master directions for Microfinance Companies inIndia.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company on consolidated basis was 46.66% as of March31 2020 as against the minimum capital adequacy requirements of 15% by RBI. The companyis having adequate capital to sustain the future growth.

11. SHARE CAPITAL

There has not been any change in the authorised capital of the company. The paid upcapital of the company remains at 163614150 divided to 16361415 equity shares of Rs.10/- each.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report. However Covid-19 hasimpacted the business as the disbursements have stopped for the time being.

13. COVID 19 Response Strategy Capital Trust Limited

COVID 19 IMPACT ON BUSINESS

The client base is from the semi-urban / rural segment and are occupationally mainly inthe self-employed services segment. The situation is rapidly evolving and we aremonitoring it. Impact analysis based on current data is as follows:

A. Low Geographic Correlation: Geographically our operations are not in the urban areaswhere the incidence of cases is high. Following district wise mapping (based on 26th March2020 data of 492 cases) shows that 35 out of our 240 branches are in areas with discoveredcases. These branches comprise approx. 11% of the AUM. Furthermore our branches are inthe rural areas of these districts and majority of cases discovered are from urbancenters.

B. Borrowers dependent on local economy & providing essential services: Most of thecustomers are self-employed and linked to the local economy. Many are providing essentialservices (like dairy grocery shops etc).

C. Cash collections stopped: In line with Government of India guidelines initially allcash collections had stopped. Only digital collections are continuing. However now thecollection percentage has increased.

D. Moratorium of 3 months given by RBI: Given the exceptional circumstances the RBIhas allowed lenders to give moratorium of 3 months on loan repayments. The company hasalso given the option of moratorium to its customers.

E. Disbursements have been put on hold since 23rd March 2020. We will evaluate thesituation before starting disbursements again.

F.Pushing for Digital Collection: Since August 2019 your company had stopped disbursingloans with cash collection model and new loans originated were focusing only on digitalcollection. This was our Capital Digital initiative which is at the core of ourorganizations future strategy. The company has originated Rs. 17124 Lakhs of portfoliounder this model with high degree of success. However there is still a large part of ourportfolio which was originated before the new model where collection is cash based. Duringthis period we will focus on training and educating clients on the digital mode ofrepayment. The company have already started this exercise and have started training ourstaff for conversion to digital payment.

G. Staff Training & Calling: the company is supporting its staff during thisdifficult time as they are a critical part of the company and the society. Logistics andfinancial support is being provided wherever required. In the medium term the company willfocus on staff training digital attendance and a work from home protocol that involveregular client calling.

H. Constant Monitoring & Analysis: the company is constantly monitoring theportfolio and increasing the contact with the client telephonically. The company hasprepared the action plans for post-lockdown and post-moratorium periods. The HODs doatleast 4 meeting through video conferencing to be on top of the crisis.

I. Constant Touch with customer: During the lockdown period all Capital Trust staffhave to make phone call to the clients. The company is calling about 20000 clients perday. The calls are regarding training the clients for option of paying the instalmentsthrough digital payments updation of contact numbers Arrear calls etc.

J. Business Continuity: As per our BCP the company has access to all informationthrough cloud based servers and work from remote location is on . Each employee of thecompany is involved in work and are in touch with their departmental heads through dailyconference calls.

K. Low leverage: The company has one of the lowest leverage of 1.76X amongst NBFCs inthe industry. During this crisis it is serving as a cushion for both asset quality andliquidity. As a large part of the on balance sheet portfolio is financed through equitythe ALM position becomes strong.

L.Cash & Bank: The company had sufficient liquidity for a moderate stress scenario.

14. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of Business and the company continues to dothe business as a Non- Banking Finance Company.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act 2013 the company has aCorporate Social Responsibility Committee comprising of the below members:

Name Designation Category
Col. Vijay Kumar (Retd.) Chairman Independent Director
Mr. Sanjiv Syal Member Independent Director
Mr. Yogen Khosla Member Managing Director
Mrs. Anju Khosla Member Executive Director

Your company is working with the people who are left by the Banks and large NBFCs asfor them they are very small. The company provides financial assistance to these people toearn their livelihood and live their life with financial freedom. Your company istargeting missing middle. The company is also providing training to these poor people freeof cost and providing them employment in the company. During the year Capital Trust hasimplemented wide range of activities by providing training to people at Rural and semiurban areas in various fields in finance and credit sector free of cost for financialliteracy and further facilitating employment opportunities to deserving candidates.

16. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in overseeing the Company's enterprise wide riskmanagement framework and overseeing that all the risk that we are facing like strategicfinancial credit market market liquidity interest rate risk equity price securityIT Legal Regulatory reputational and other risks have been identified and assessed andthere is adequate risk management infrastructure in place capable of addressing thoserisks. The Committee also has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The various measures to overcome principal risks and uncertainties arethoroughly studied and placed before the board and Audit Committee. The Company'smanagement systems organizational structures processes standards code of conduct andbehavior together manage associated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

The main objects of the Risk Management Policy adopted by the company are to ensurethat all the current and future material risk exposures of the company are identifiedassessed quantified appropriately mitigated minimized and managed i.e to ensureadequate systems for risk management and assure business growth with financial stability.

17. CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirement of CompaniesAct 2013 also those set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally. The report on Corporate Governanceas stipulated under Listing Regulations forms an integral part of this Report. The companyhas also adopted various Social and Environmental policies and the same is placed on thewebsite of the company www.capitaltrust.in.

A certificate from statutory auditors M/s Singhi & Co. Chartered Accountantsconfirming compliance with the condition of Corporate Governance as stipulated under thelisting Regulation also form part of the Annual Report.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Information on transaction with related parties pursuant to particulars ofcontracts or arrangements with related parties referred to in Section 188(1) in theprescribed form AOC -2 is appended as "Annexure -1" to the Board's Report.

19. 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.

20. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company your Company has not acceptedany deposits from the public under section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 during the year under review.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 as perprovisions of Section 134(3) (a) Companies Act 2013 and rules thereto is annexed to thisreport.

22. NUMBER OF MEETINGS OF THE BOARD

The Board met 4 times during the financial year 2019-20 viz. on May 27 2019September 14 2019 December 12 2019 and February 04 2020.

The maximum interval between any two meetings did not exceed 120 days.The details ofthese meetings are given in Corporate Governance Report which forms part of directors'report.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Your Directors state that: inthe preparation of the annual accounts for the year ended March 31 2020 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same;

ii. the Directors have 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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a 'going concern' basis;

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has adequate internal controls and processes in place with respect to itsoperations which provide reasonable assurance regarding the reliability of thepreparation of financial statements and financial reporting as also functioning of otheroperations. These controls and processes are driven through various policies andprocedures. During the year such controls were tested and no reportable material weaknessin the design or operations were observed.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL

A) RETIRE BY ROTATION

During the year under review Mrs. Anju Khosla (DIN-03496484) Director of the Companyretires by rotation. She being eligible offers herself for reappointment and wasreappointed as Non- Executive Director of the Company.

b) CESSATION/ RESIGNATION

During the year Mr. Sachin Kumar Bhartiya Nominee Director and Mr. Ashutosh PradeepSardesai Nominee Director resigned from the board due to withdrawl of their nomination bythe India 2020 Fund-II. Their resignation was accepted by Board on June 20 2019 andAugust 29 2019 respectively.

The company has appointed Mr. Abhinav Sharma as an Independent Director and Ms. SumanKukrety as an Independent Woman Director of the company with effect from December 12 2019and March 28 2020 respectively.

Brief profile of the new directors is given hereunder:

Mr. Abhinav Sharma

Abhinav is a CFA Charter holder from CFA Institute USA. Certified Financial RiskManager from Global Association of Risk Professionals USA. MBA(Finance) (ICFAI BusinessSchool Hyderabad India) B.A.(Hons) Economics (Delhi University).His focus area is DebtFunding: Bank Loans Project Finance Structured loans from NBFCs NCDs SecuritizationCross border transactions (incl. ECB Masala Bonds) Structured Debt StrategicConsulting: Risk Management Credit Administration Systems RBI Compliance forNBFCsCapital Structure and Funding StrategyStrategic Growth Planning.

Ms. Suman Kukrety

Mrs. Kukrety is a competent professional with 17 years of quality experience in legalconsultancy legal documentation in civil and criminal cases before the Supreme Court ofIndia High Courts District Courts and quasi-judicial tribunals. She has vast experiencein ad-hoc as well as institutional arbitrations before Indian Council of Arbitration(ICA) International Centre for Alternate Dispute Resolution (ICADR).

Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Act stating that they meet the criteria of Independenceas provided in section 149(6) of the Companies Act 2013 and are not disqualified fromcontinuing as Independent Directors.

26. BOARD'S INDEPENDENCE

Based on the confirmation/disclosures received from the Directors and on evaluation ofthe relationships disclosed the following Non-Executive Directors are Independent interms of Section 149(6) of the Companies Act 2013 and the requirements of ListingRegulations :-

1. Col. Vijay Kumar (Retd.) (DIN 06979864)

2. Mr. Nikhel Kochhar (DIN 01021382)

3. Mr. Sanjiv Syal (DIN 00271256)

4. Mr. Abhinav Sharma (DIN 07641980)

5. Ms. Suman Kukrety (DIN 08730773)

27. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The appointment of the directors of the company is as per the Policy framed for theSelection and Appointment of Directors. The policy is in compliance with the provisions ofthe Companies Act 2013 and SEBI Listing (Obligations and Disclosure Requirements)Regulations. The directors are appointed on the recommendation of the Nomination andRemuneration Committee.

28. NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act 2013 hasformulated and adopted a nomination and remuneration policy which is disclosed on ourwebsite.

29. ANNUAL EVALUATION OF BOARD MEMBERS

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

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 is required to carry out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the Audit Committee Nominationand Remuneration Committee.

The executive Directors are evaluated on the basis of

Organizational goals Persistence Continuous improvement Decency
Humility Integrity Setting a vision for company's work Managing execution
External communication and relationship building Enhancing potability Understanding of and commitment to the company Building strong organisation

The Independent Directors are evaluated on the basis of:

Structure of the Board - Competency Experience and Qualifications of directorsDiversity in Board under various parameters Appointment Process

Meetings of the Board - Regularity of meetings and adequacy discussions and recordingof dissent if any.

Recording of minutes dissemination of information

Functions of the Board - Role and responsibilities of the Board

Strategy and performance evaluation

Management of Conflict of interest

Stakeholder value and responsibility

Corporate culture and values

Facilitation of independent directors

Evaluation of performance of the management and feedback

Independence of the management from the Board

Access of the management to the Board and Board access to the management

The company has also formulated familiarisation of Independent Directors. The detailsof programmes for familiarisation of Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters are put up on the website ofthe Company www.capitaltrust.in.

Information on Directors Appointment /Re-appointment

A brief resume of the Director proposed for the appointment/re-appointment at theensuing Annual General Meeting the nature of his/her experience in specific functionalareas and name of Companies in which he hold Directorship and Membership of committees ofthe Board are provided in the Notice of the Annual General Meeting of the company.

30. COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

Audit Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Nomination and Remuneration Committee

Risk Management Committee

Details of the said Committees along with their charters composition and meetings heldduring the financial year are provided in the "Report on Corporate Governance"as a part of this Annual Report.

31. EMPLOYEE STOCK OPTION SCHEME

Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme 2016holds 143915 shares. The trust has not granted any shares to employees yet. There has notbeen any further allotment of shares to the Trust.

32. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism fordirectors and employees of the Company to report to the appropriate authorities concernsabout unethical behaviour actual or suspected fraud or violation of the Company's codeof conduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Theprovisions of this policy are in line with the provisions of the Section 177(9) and (10)of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. The policy is available on the website ofthe company www.capital-trust.com.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES

The Company is in compliance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has a prevention of sexualharassment policy in place. The Directors further state that during the year under reviewthere was no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The policy on Sexual Harassment ofWomen at Workplace is available on the website of the company www.capital-trust.com.

34. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

The Statutory Auditors of the Company M/s Singhi & Co. Chartered Accountants (FirmRegistration No. 302049E) were appointed as the statutory auditor of the from theconclusion of 31st Annual General Meeting held on 10th August 2017to hold office till the conclusion of Thirty Sixth Annual General Meeting in the year2021-22 on such remunerations may be mutually agreed between the Board of Directors of theCompany and the Auditors. However the appointment is subject to the ratification by themembers in the ensuing Annual General Meeting. For that purpose the resolution is beingplaced before the members for their approval.

b) Secretarial Audit

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.

The Board has appointed M/s Shashank Sharma and Associates firm of Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2019-20. The SecretarialAudit Report for the financial year ended March 31 2020 forms part of this Report. TheReport does not contain any qualification reservation or adverse remark.

c) Internal Auditor

The Company had appointed KPMG Accountants as Internal Auditor. The Internal Auditorhas submited reports on quarterly basis which is placed before the audit committee ofcompany.

35. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

(i) Statutory Auditor's report

There are no disqualifications reservations adverse remarks or disclaimers in theauditor's report.

(ii) Secretarial Auditor's Report

The Secretarial Audit Report does not contain any qualification reservation or adverseremark made by Secretarial Auditor.

(iii) Internal Auditors' Report

The Internal Audit Reports does not contain any qualification reservation or adverseremark made by Internal Auditor.

36. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review the Statutory Auditors have mentioned that that no fraudby the Company has been noticed or reported during the year. However the Company hasdiscovered instances of embezzlement of cash aggregating Rs. 45.88 Lakhs by some employeesagainst which Company has recovered Rs. 6.07 Lakhs and Rs. 39.81 Lakhs has been writtenoff in the statement of profit and loss.

37. ANNUAL EVALUATION OF THE BOARD

A statement on formal evaluation of the Board is mentioned in the Corporate GovernanceReport which is provided separately in this Annual Report.

38. 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 31st March 2020.

39. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of Energy/ Technology Absorption

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) of theCompanies (Accounts)Rules 2014 is not provided.

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2019-20 were Nil.

Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil

40. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company who

a. if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than One Crore Two lakh rupees :

S. No. Particulars Details
1. Name and Designation Mr. Yogen KhoslaManaging Director
2. Remuneration received Rs. 15381555
3. Nature of Employment Permanent
4. Qualifications Mr. Yogen Khosla is a commerce and Experience graduate from Loyola College Chennai. He introduced the company into retail lending of Micro loans in rural and semiurban areas in 2008. He has led the company to being adjudged as to one of the top 100 Small and Medium Enterprises in India by India SME Forum in 2017.
5. Date of Commencement of Employment 01-04-2003
6. Age 58
7. Last Employment Associated with the company since inception
8. Percentage of Equity Shares Held 36.91%

b. if employed for a part of the financial year was in receipt of remuneration for anypart of that year pro rata rate which in the aggregate was not less than Eight LakhsFifty thousand rupees per month;

NIL

c. if employed throughout the financial year or part thereof was in receipt ofremuneration in that Year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. : NIL

41. GRIEVANCE REDRESSAL

Your Company has adopted a well-structured customer grievance redressal mechanism andprovides customers a reliable and easily accessible interface for timely and fairresolution of enquires & complaints. The helpline Number is printed on each documentshared with the customers and a person is dedicated to address the customer grievances.The helpline number is available in each branch with the contact person and the contactdetails of the Officials of the Reserve Bank of India for escalation of grievances ifcompany is unable to redress the complaints. Grievance Redressal Mechanism is alsoavailable on the website of Capital Trust to facilitate easy access.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future.

43. DIVIDEND DISTRIBUTION POLICY

(i) Scope and Purpose a. Capital Trust Limited ("the Company")equity shares are listed on the BSE Limited and the National Stock Exchange of IndiaLimited.

b. This Dividend Distribution Policy ("the Policy") defines conditionsto be considered by the Board for recommending / paying a dividend to the shareholders ofthe Company.

The Board of Directors will recommend any interim / annual dividend based on thisPolicy applicable laws as well as any specific financial or market conditions prevailingat the time.

c. Subject to the factors mentioned in para 1.2 above the Company has a consistentdividend policy for "distribution of dividend out of profits and the Board mayrecommend the rate".

d. The Policy set out the broad criteria to be considered for determining the proposeddividend to appropriately reward shareholders through dividends while supporting thefuture growth of the Company.

(ii) Dividend Policy

a. Dividend Distribution Philosophy

i. The Company believes in long term value creation for its shareholders whilemaintaining the desired liquidity and leverage ratios and protecting the interest of allthe stakeholders.

Accordingly the focus will continue to be on sustainable returns in terms of dividendin consonance with the dynamics of business environment.

b. The circumstances under which shareholders may not expectdividend

i. The Company shall comply with relevant statutory requirements that are applicable tothe Company in declaring dividend or retained earnings. Generally the Board shalldetermine dividend for a particular period after taking into consideration financialperformance of the Company advice of executive management and other parameters describedin the Policy.

c. The financial parameters that shall be considered while declaring dividend

i. As in the past subject to provisions of applicable law the Company's dividendpay-out will be determined based on available financial resources investment requirementsand taking into account optimal shareholder return. ii. Based on above and subject tofactors mentioned in para 2.4 below the Company will endeavour to maintain steady levelof dividend.

d. The internal / external factors that shall be considered for declaration ofdividend

i. When recommending / determining the dividend the company will consider amongstother matters:

1. actual results for the year and the outlook for businessoperations

2. providing for anticipated capital expenditures or acquisitions to further enhanceshareholder value or meet strategic objectives

3. setting aside cash to meet debt repayments

4. changes in cost and availability of external financing

5. level of dividends paid historically

6. retaining earnings to provide for contingencies or unforeseeable events

7. the overall economic environment including taxation

8. changes in government policy industry rulings and regulatory provisions

e. Policy on utilization of retained earning

i. The utilization of retained earnings will include:

1. Inorganic / organic growth

2. Diversification opportunities / capital expenditure

3. Fund based requirement of company its subsidiaries joint ventures and/or otherinvestee companies

4. General corporate purposes including contingencies

5. Investments in the new/existing business

6. Any other permitted use under the Companies Act 2013 and applicablelaws

f. Provisions with regard to various classes of shares

i. The provisions contained in this policy shall apply to all classes of shares of theCompany.

It may be noted that currently the Company has only one class of shares namelyequity shares.

(iii) Review and Disclosure

a. This policy will be reviewed and amended as and when required by the Board and/orunder applicable laws. Any revisions in the Policy will be communicated to shareholders ina timely manner.

(iv) Limitation

a. In the event of any conflict between the Act or the SEBI Regulations or otherstatutory enactments ("the Regulations") and the provisions of this policy theRegulations shall prevail over this policy. Any subsequent amendment / modification in theRegulations in this regard shall automatically apply to this policy.

(v) Disclaimer

a. The Policy does not constitute a commitment regarding future dividends of theCompany but only represents a general guidance regarding payment ofdividend.

b. The statement of the policy does not in any way restrict right of the board to useits discretion in the recommendation of the dividend to be distributed considering variousfactors mentioned in the policy. Further subject to the provisions of applicable lawsthe board reserves the right to depart from the policy as and when circumstancessowarrant.

44. ACKNOWLEDGMENTS

The Board of Directors acknowledge and place on record their appreciation for theguidance co-operation and encouragement extended to the Company by the Government ofIndia Ministry of

Corporate Affairs Reserve Bank of India Securities and Exchange Board of IndiaNational Stock Exchange of India LimitedBombay Stock Exchange Limited and other concernedGovernment departments/agencies at the Central and State level as well as various domesticfinancial institutions/banks agencies etc. Your Directors also convey their gratitude tothe shareholders various various Banks/Multilateral agencies/financial Institutions/credit rating agencies for the continued trust and for the confidence reposed by them inCTL.

The Company is also thankful to the Statutory Auditors and Secretarial Auditor fortheir constructive suggestions and co-operation.We would also like to place on record ourappreciation for the untiring efforts and contributions made by the employees towards thegrowth of the Company.

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/-

Chairman and Managing Director

DIN-00203165

Dated: 20.06.2020

Place: New Delhi

.