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Capital Trust Ltd.

BSE: 511505 Sector: Financials
NSE: CAPTRUST ISIN Code: INE707C01018
BSE 00:00 | 20 Feb 116.60 4.10
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OPEN 115.80
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VOLUME 76
52-Week high 241.00
52-Week low 46.50
P/E 9.85
Mkt Cap.(Rs cr) 191
Buy Price 107.00
Buy Qty 51.00
Sell Price 116.65
Sell Qty 14.00
OPEN 115.80
CLOSE 112.50
VOLUME 76
52-Week high 241.00
52-Week low 46.50
P/E 9.85
Mkt Cap.(Rs cr) 191
Buy Price 107.00
Buy Qty 51.00
Sell Price 116.65
Sell Qty 14.00

Capital Trust Ltd. (CAPTRUST) - Director Report

Company director report

Your Directors take pleasure in presenting the Thirty Third Annual Report on thebusiness and operations of your company along

with the standalone and consolidated audited financial statements for the year endedMarch 31 2019.

1. FINANCIAL RESULTS

The Company's financial performance for year ended 31st March 2019 is summarizedbelow:

(Rs. In lakhs)

Standalone

Consolidated

Particulars 2018-19 2017-18 2018-19 2017-18
Total Income from operations 17562.44 17347.65 18150.35 18211.41
EBIDTA 7627.32 7294 7687.99 7512.27
Less:
Interest 7459.1.59 6098.04 7443.12 6482.31
Depreciation 49.66 44.13 49.66 44.13
Profit Before Tax 117.83 1199.77 195.2 753.22
Profit/(Loss) after tax 84 622.86 241.15 137.22
Available for appropriation 84 622.86 241.15 137.22
Transfer to Reserve fund u/s 45IC of RBI Act 1934 16.8 124.57 37.25 27.45

2. FINANCIAL PERFORMANCE

The year was still under impact of the demonitisation of the high currency notes whichwas announced by the Government in November 2016. Your company is providing the Microenterprise loans which uses cash in the recovery operations. The installments on theseloans have fortnightly / monthly collections of small denominations. On account ofnon-availability of cash post demonetization the borrowers were not in a position toservice their loans which led to delay and drop in collection rates.

There was also shortage of funds as the lenders as they were under wait and watchpolicy.

Despite of all these limitations the company has performed well as highlightedhereunder:

• The standalone operating income has slightly increased from Rs.17347.65 Lakhs inyear 2017-18 to Rs. 17562.44 Lakhs in year 2018-19

• No. of branches increased from 237 to 251.

• The standalone profits have decreased to Rs. 64 Lakhs from Rs. 622 Lakhs.However the consolidated profit of the company increased from Rs. 137 Lakhs to Rs. 241Lakhs

Your company is now operating in 10 states. The company has always been following thepath having a neat portfolio. Your company has strict checks and balances which enable thecompany to have a good clean portfolio.

Your company has never failed in paying any installments or interest to the lenders.The company enjoys good reputation with all its stakeholder. The credit rating of thecompany is BBB+.

3. FUND RAISING

During the year under review there has not been any change in the capital. The totaloutstanding as on Rs. 48393 Lakhs from

the Banks and other financial institutions.

The company has also issued Non Convertible Debentures of amount Rs. 7500 lakhs toBearing Equity Asia at the coupon rate of 16.5%. The total sanction amount is Rs. 10000Lakhs. During the year the company has raised Rs. 14000 Lakhs (including NCDs) from banksand NBFCs. In addition the company has raised Rs. 9942 Lakhs through Direct assignment inCapital Trust and Capital Trust Microfinance.

4. DIVIDEND

The company has been paying dividend continuously for the last three years. Howeverdue to demonetization and other market conditions the profitability of the company hasbeen impacted. But to keep the trend of paying the dividend your board recommends thefinal dividend of 5% for the equity shares of the company.

5. RESERVE FUNDS

As per section 45 IC of RBI Act 1934 the Company has transferred Rs. 16.80 Lakhs inreserve fund i.e aggregating of 20% of its net profit.

6. CREDIT RATING

The Credit Rating of the Company is BBB+ from Care Ratings and BrickWorks. In the year2018 the company also had the same rating.

The non convertible debentures issued by the company are alos rated as BBB+ by CareRatings.

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 Subsidiary in the name of Capital Trust MicrofinancePrivate Limited and Capital Trust Housing finance Private Limited

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the AuditCommittee and Board and Board of Directors of the company. Copies of the Minutes of theBoard Meetings of Subsidiary 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 complyingwith all the provisions of the master directions in this regard. The company's' subsidiarycompany Capital Trust Microfinance Pvt. Limited has also become the systematicallyimportant Non deposit taking NBFC as a group company of Capital Trust Limited.

In addition to it the Capital Trust Microfinance Private Limited which is a NBFC- MFIis fully compliant with the master directions for Microfinance Companies in India.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company on consolidated basis was 36% as of March 312019 as against the minimum capital adequacy requirements of 15% by RBI. The company ishaving adequate capital to sustain the future growth. On standalone basis the CapitalAdequacy

Ratio of the company is 32%.

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 Rs10/- 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.

13. 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.

14. 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. So theCompany feels that there is no additional CSR expenditure required.

15. 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 risks 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 andbehaviours 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. NO. OF MEETINGS OF THE BOARD

The Board met 5 times during the financial year 2018-19 viz. on May 22 2018 July 202018 August 11 2018 November 14 2018 and February 13 2019.

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.

22. 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 2019 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 2019 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.

23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS

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.

24. 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 Executive Director of the Company.

b) CESSATION/ RESIGNATION

During the year Mr. Hari Baskaran and Mr Surendra Mahanti resigned from the board dueto pre - occupancy and old age respectively. Their resignation was accepted by Board on11th August 2018. Mr. J.P Dua also resigned from the board as independent director witheffect from 14th November 2018. Col. Vijay Kumar (Retd.) will complete 5 years asindependent director of the company on 30th September 2019. It is proposed to appoint himindependent director for a further period of 5 years. The resolution to this effect isplaced before the members for their approval.

The company has appointed Mr. Nikhel Kochhar and Mr. Sanjiv Syal as the independentdirectors of the company with effect from 11th August 2018

Brief profile of the new directors is given hereunder:

Mr. Nikhel Kocchar

Mr. Nikhel Kocchar is a Practicing Chartered Accountant and at present in CEO - IndiaInternal Auditors Association. He is also Member of the Indian Public Schools Society(IPSS) and Member Selection Committee for appointment of Board Members. His areas ofinterest include Internal Controls & Audit Risk Management Corporate GovernanceOrganizational Systems & Processes and Corporate & Institutional Training.

Mr. Sanjiv Syal

Mr. Syal is a practicing Chartered Accountant with an experience spanning over 25 yearsin consulting and accountancy. Prior to setting up his accountancy practice in 2001 heset up and managed a leasing finance Company ABL Leasing for 9 years. He is also founder& NonExecutive Director in a software development company focussed on eLearningsolutions Compro Technologies. He has been a catalyst in start up of many successfulprojects in the BPO IT & Financial Services space. Some of the successful startupswhere he has played a role include Yatra online RAC Gulliver Travels DMI Finance &Cisco Systems Capital.

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.

25. 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)

26. POLICY FOR SELECTION AND APPOINTMENT OF

DIRECTORS AND REMUNERATION POLICY

The appointment of the directors of the as per the Policy framed from for Selection andAppointment of Directors. The policy is in compliance with the provisions of the CompaniesAct 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations.

The directors are appointed on the recommendation of the Nomination and RemunerationCommittee.

27. 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.

28. 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 Understanding of and commitment to company Setting a vision for Company's Work
Managing execution Building a strong organization External communication and relationship- building Enhanced Profit- ability

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 andrecording of 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 experience in specific functional areasand name of Companies in which he hold Directorship and Membership of committees of theBoard are provided in the Notice of the Annual General Meeting of the company.

29. 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.

30. 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.

31. 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. The

31 provisions 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 (ListingObligations and Disclosure Requirements) Regulations 2015.The policy is available on thewebsite of the company www.capitaltrust.in.

30. 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 of Womenat Workplace is available on the website of the company www.capitaltrust.in.

31. 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 2017 to hold office tillthe conclusion of Thirty Sixth Annual General Meeting in the year 2021-22 on suchremunerations may be mutually agreed between the Board of Directors of the Company and theAuditors. However the appointment is subject to the ratification by the members in theensuing Annual General Meeting. For that purpose the resolution is being placed before themembers 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 2018-19. The SecretarialAudit Report for the financial year ended March 31 2019 forms part of this Report. TheReport does not contain any qualification reservation or adverse remark.

c) Internal Auditor

The Company had appointed M/s D P Bhardwaj and Associates Chartered Accountants asInternal Auditor. The Internal Auditor submits reports on quarterly basis which is placedbefore the audit committee of company.

32. EXPLANATIONS ON COMMENTS BY THE BOARD ON

ANY QUALIFICATION RESERVATION OR ADVERSE

REMARK 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.

33. DETAILS OF FRAUDS REPORTED BY THE STATUTORY

AUDITORS

During the year under review the Statutory Auditors have mentioned that that nomaterial fraud by the Company or any fraud on the Company by its officers or employees hasbeen noticed or reported during the year except cash embezzlements made by employeesaggregating Rs. 93.27 Lakhs out of which Rs. 32.23 Lakhs have been recovered. The Companyhas terminated the services of such employees and also initiated legal action against suchemployees. The balance amount has been provided for. The company has taken the fidelityinsurance policy which covers the employee related frauds.

34. 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.

35. 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 31stMarch 2019.

36. 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) ofthe Companies (Accounts)Rules 2014 is not provided.

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2018-19 were Nil.

Foreign Exchange Inflow: Nil

Foreign Exchange Outflow: Nil

37. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company who a. if employedthroughout the financial year was in receipt of remuneration for that year which in theaggregate was not less than One Crore Two lakh rupees :

Particulars Details
1 Name and Designation Mr. Yogen Khosla Managing Director
2 Remuneration received Rs. 175.27 Lakhs
3 Nature of Employment Permanent
4 Qualifications and Experience Mr. Yogen Khosla is a commerce graduate from Loyola College Chennai. He introduced the company into retail lending of Micro loans in rural and semi- urban 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 57
7 Last Employment Associated with the company since inception.
8 Percentage of Equity Shares held 41.88%

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

38. 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.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'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.

40. 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 Boardof India National Stock Exchange of India LimitedBombay Stock Exchange Limited and otherconcerned Government departments/agencies at the Central and State level as well asvarious domestic financial institutions/banks agencies etc.Your Directors also conveytheir gratitude to the shareholders various various Banks/Multilateral agencies/financialInstitutions/ credit rating agencies for the continued trust and for the confidencereposed by them in CTL.

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/-

Yogen Khosla

Chairman and Managing Director

DIN-00203165

Dated: 27th May 2019

Place: New Delhi