Your Directors take pleasure in presenting the Thirty Seventh Annual Report on the
business and operations of your company along with the standalone and consolidated audited
financial statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for year ended 31st March, 2023 is summarized
below:
|
2022-23 |
2021-22 |
Total Income from operations |
8691.42 |
10598.28 |
EBIDTA |
(3924.97) |
1817.53 |
Less: |
|
|
Interest |
2162.03 |
3185.14 |
Depreciation |
45.68 |
49.67 |
Profit Before Tax |
(6132.68) |
(1417.28) |
Profit/(Loss) after tax |
(1568.54) |
(335.23) |
Available for appropriation |
(4564.14) |
(1082.05) |
Transfer to Reserve fund u/s 45IC of RBI Act, |
- |
|
1934 |
|
|
2. FINANCIAL PERFORMANCE
The years 2020 to 22 has been a challenging year due to pandemic all over the world.
The collection and disbursements were badly hit across the industry. However you company
has been having a positive ALM, so there has not been any issue with the repayments. In
fact the company has prepaid the high cost debts during the year. The company has now been
started Capital Digital Loans where the repayment is taken from the customers digitally.
The performance of the capital digital loans have been remarkable.
The income of the company has decreased from Rs. 10598.28 Lakhs to Rs. 8691.42 Lakhs
mainly due to drop in portfolio. The interest expenses have come down to Rs. 2162.03 Lakhs
from Rs. 3185.14 Lakhs during the year mainly due to repayments of high cost debts. Your
company has reported a loss of Rs 4564.14 Lakhs due to higher write off of portfolio
sourced before 2019.
The Company has deicide to write off its loan portfolio amounting to Rs. 8,288.31 lakhs
(against which the Company had provision for impairment of Rs. 3,863.47 lakhs) during the
year which is distinguished by joint liability, long tenure, and high ticket size loans
which were disbursed before 2020. The Company granted moratorium on these loans as per RBI
regulations but after moratorium period, the customers continued to default their
scheduled repayments. Therefore, the Company decided to write off these loans.
After careful evaluation and consideration, it has been determined that these cases no
longer hold a viable opportunity for regular recovery. Despite our diligent efforts to
engage with the clients and provide necessary support, their persistent delinquency and
non-compliance have
fjCapitalTrust
led us to conclude that it is in the best interest of the company to write off these
outstanding obligations.
By implementing this write-off strategy, the company aims to streamline its operations,
improve portfolio quality, and focus on more promising lending opportunities. This
decision is in line with our commitment to maintaining a prudent and sustainable lending
portfolio while aligning with regulatory guidelines.
It is important to note that this write-off decision pertains solely to the cases in
the legacy book sourced prior to 2020. Our ongoing lending activities and commitment to
providing responsible financial solutions remain unaffected.
Your company has never failed in paying any instalments or interest to the lenders. The
company enjoys good reputation with all its stakeholder. The credit rating of the company
is BB + by Care Ratings as on 31st March, 2022. The Company has also taken
issued debentures of Rs. 3000 Lakhs, which are also rated as BB+ by Care Ratings.
3. FUNDRAISING
In total the company has raised Rs. 2730 Lakhs during the year in the form of Term
loans, PTCs, and Direct Assignments from Banks and NBFCs. Further the company has
disbursed Rs. 19430 Lakhs under partnership model during the year.
4. SHARE CAPITAL
During the year under review, there has not been any change in the Share capital of the
company. The paid up capital of the company remains at 16,36,14,150 divided to 1,63,61,415
equity shares of Rs. 10/- each.
5. DIVIDEND
As there has been loss during the the year, your directors have not recommended any
dividend during the year.
Your Company has formulated Dividend Distribution Policy in accordance with Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI LODR Regulations') for bringing transparency in the matter of declaration
of dividend and to protect the interest of investors. The Dividend Distribution Policy
forms part of this Report.
6. RESERVE FUNDS
As there has been loss in the company, the company has not transferred any amount to
reserve fund as per section 45 IC of RBI Act 1934.
7. CREDIT RATING
The Credit Rating of the Company was BB+ from Care Ratings on 31st March,
2023.
pCapitalTrust
8. CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standards
(AS) - 21, there is now no requirement of Consolidated Financial Statements as on 31st
March, 2023 as two wholly owned Subsidiaries in the name of Capital Trust Microfinance
Private Limited and Capital Trust Housing finance Private Limited have been merged in
Capital Trust Limited.
9. PARTICULARS OF SUBSIDIARY COMPANIES
The Company had two wholly owned Subsidiaries in the name of Capital Trust Microfinance
Private Limited and Capital Trust Housing finance Private Limited. Durung the year these
two companies have been merged with Capital Trust Limited.
10. COMPLIANCE WITH RBI GUIDELINES:
Your Company is compliant with all the applicable RBI regulatory norms. The company is
complying with all the provisions of the master directions in this regard.
11. CAPITAL ADEQUACY
The Capital Adequacy Ratio of the company on consolidated basis was 41.30% as of March
31, 2023. The company is having adequate capital to sustain the future growth.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report. However in April &
May ‘23, CTL has successfully repaid ?77 Cr bullet repayments (?46 Cr Sub-Debt
repayment to IDFC First Bank and ?31 Cr NCD).
13. CHANGES IN NATURE OF BUSINESS
There has not been any change in the nature of Business and the company continues to do
the 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 a
Corporate Social Responsibility Committee comprising of the below members:
Name |
Designation |
Category |
Mr. Pawan Dubey |
Chairman |
Independent Director |
Mr. Sanjiv Syal |
Member |
Independent Director |
Mr. Yogen Khosla |
Member |
Managing Director |
Mr. Vahin Khosla |
Member |
Executive Director |
The company provides financial assistance to these people to earn their livelihood and
live their life with financial freedom. Your company is targeting missing middle. The
company is also providing training to these poor people free of cost and providing them
employment in the company. During the year, Capital Trust has implemented wide range of
activities by providing training to people at Rural and semi urban areas in various fields
in finance and credit sector free of cost for financial literacy and further facilitating
employment opportunities to deserving candidates.
The calculation of the CSR for the year 2022-23 is given hereunder:
Amount (in Rs.)
Particular |
FY 2021-22 |
FY 2020-21 |
FY 2019-20 |
Net Profit as per Section 198 |
(168012000) |
(302989000) |
5,329,569 |
Average net profit |
|
|
|
Minimum amount of CSR (@2% of profits) |
|
|
|
The company provided contribution towards poverty alleviation through vocational
training for marginalized section of the society with objective to enhance employability,
productivity, social and economic development.
Section 135 of the Companies Act 2013 provides the threshold limit for applicability of
the CSR to a Company:
^ net worth of the company to be Rs 500 crore or more; or ^ turnover of the company to
be Rs 1000 crore or more; or ^ net profit of the company to be Rs 5 crore or more.
The company does not meet any of the criteria for the FY 2022-23 and therefore Section
135 does not apply to the company.
15. RISK MANAGEMENT FRAMEWORK
The Company has a Risk Management Committee which has been entrusted with the
responsibility to assist the Board in overseeing the Company's enterprise wide risk
management framework and overseeing that all the risk that we are facing like strategic,
financial, credit, market, market liquidity, interest rate risk, equity price, security,
IT, Legal, Regulatory, reputational and other risks have been identified and assessed and
there is adequate risk management infrastructure in place capable of addressing those
risks. The Committee also has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. The various measures to overcome principal risks and uncertainties are
thoroughly studied and placed before the board and Audit Committee. The Company's
management systems, organizational structures, processes, standards, code of conduct and
behavior together manage associated risks.
The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal Controls Management and Assurance Frameworks and processes to drive a
common integrated view of risks, optimal risk mitigation responses and efficient
management of internal control and assurance activities.
The main objects of the Risk Management Policy adopted by the company are to ensure
that all the current and future material risk exposures of the company are identified,
assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure
adequate 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 Companies
Act, 2013 also those set out by SEBI. The Company has also adhered to the Guidelines on
Corporate Governance adopted in accordance with Chapter XI - Corporate Governance of RBI
Master Directions. The Company has also implemented several best corporate governance
practices as prevalent globally. The report on Corporate Governance as stipulated under
Listing Regulations forms an integral part of this Report. The company has also adopted
various Social and Environmental policies and the same is placed on the website of the
company www.capitaltrust.in.
A certificate from statutory auditors M/s JKVS & Co., Chartered Accountants,
confirming compliance with the condition of Corporate Governance as stipulated under the
listing 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 financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
All Related Party Transactions are placed before the Audit Committee and also the Board
for approval. During the Financial Year under review, your Company had not entered into
any arrangements, which constitutes Related Party Transactions covered within the purview
of Section 188(1) of the Act. Accordingly, requirement of disclosure of Related Party
Transactions in terms of Section 134(3)(h) of the Act is provided in Form AOC-2 is not
applicable to the Company.
Further as required by RBI Master Directions, ‘Policy on transactions with Related
Parties' can be accessed on the website of the Company at www.capitaltrust.in
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the
financial statements of the full particulars of the loans given, investment made or
guarantee given or security provided and the purpose for which the loan or guarantee or
security is proposed to be utilised by the recipient of the loan or guarantee or security
is not applicable to us.
fjCapitalTrust
19. PUBLIC DEPOSITS
Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted
any 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. ANNUAL RETURN
The Annual Return in Form MGT-7, as per provisions of Section 92(3) and 134(3) (a) of
Companies Act, 2013 and rules thereto, is available on website of the company at
www.capitaltrust.in
21. NUMBER OF MEETINGS OF THE BOARD
The Board met 4 (Four) times during the financial year 2022-23 viz., on May 27, 2022,
August 09, 2022, November 09, 2022 and February 14, 2023.
The maximum interval between any two meetings did not exceed 120 days.The details of
these 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:
i. in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions
of 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 its
operations, which provide reasonable assurance regarding the reliability of the
preparation of financial statements and financial reporting as also functioning of other
operations. These
controls and processes are driven through various policies and procedures. During the
year, such controls were tested and no reportable material weakness in the design or
operations were observed.
24. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) RETIRE BY ROTATION
During the year under review, Mr. Vahin Khosla (DIN-07656984), Director of the Company,
retires by rotation. He being eligible offers himself for reappointment as Executive
Director of the Company.
b) APPOINTMENT/ RESIGNATION
During the year, there has not been any change in directorship.
25. BOARD'S INDEPENDENCE
Based on the confirmation/disclosures received from the Directors and on evaluation of
the relationships disclosed, the following Non-Executive Directors are Independent in
terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing
Regulations :-
1. Mr. Sanjiv Syal (DIN 00271256)
3. Ms. Suman Kukrety (DIN 08730773)
4. Mr. Pawan Dubey (DIN 01767875)
5. Mr. Govind Saboo (DIN 06724172)
Declaration by Independent Directors:
Independent Directors have submitted the declaration of Independence, as required
pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence
as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from
continuing as Independent Directors.
26. 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 the
Selection and Appointment of Directors. The policy is in compliance with the provisions of
the Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements)
Regulations. The directors are appointed on the recommendation of the Nomination and
Remuneration Committee. The Policy is available on the website of the Company at
www.capitaltrust.in
27. NOMINATION AND REMUNERATION POLICY
The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has
formulated and adopted a nomination and remuneration policy which is disclosed on our
website.
28. ANNUAL EVALUATION OF BOARD MEMBERS
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
Pursuant to the provisions of the Companies Act 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”), the
Board is required to carry out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the Audit Committee, Nomination
and 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 directors,
Diversity in Board under various parameters, Appointment Process
• Meetings of the Board - Regularity of meetings and adequacy, discussions and
recording 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 details
of programmes for familiarisation of Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters are put up on the website of
the Company www.capitaltrust.in.
A statement on formal evaluation of the Board is mentioned in the Corporate Governance
Report which is provided separately in this Annual Report.
Information on Directors Appointment /Re-appointment
A brief resume of the Director proposed for the appointment/re-appointment at the
ensuing Annual General Meeting, the nature of his/her experience in specific functional
areas and name of Companies in which he hold Directorship and Membership of committees of
the Board 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 has
following Committees in place:
• Audit Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Nomination and Remuneration Committee
• Risk Management Committee
The company also has Asset Liability Committee.
Details of the said Committees along with their charters, composition and meetings held
during 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, 2016
holds 143915 shares. The trust has not granted any shares to employees yet. There has not
been 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 for
directors and employees of the Company to report to the appropriate authorities concerns
about unethical behaviour, actual or suspected, fraud or violation of the Company's code
of conduct policy and provides safeguards against victimization of employees who avail the
mechanism and also provide for direct access to the Chairman of the Audit Committee. The
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 (Listing Obligations
and Disclosure Requirements), Regulations 2015. The policy is available on the website of
the company www.capitaltrust.in.
32. 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 sexual
harassment policy in place. The Directors further state that during the year under review,
there 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
Women at Workplace is available on the website of the company www.capitaltrust.in.
33. AUDITORS AND AUDITORS' REPORT
a) Statutory Auditors
The Statutory Auditors of the Company M/s JKVS & Co. Chartered Accountants (Firm
Registration No. 302049E), were appointed as the statutory auditor of the from
Extraordinary General Meeting held on 12th March, 2022 for the period of 5 years on such
remunerations may be mutually agreed between the Board of Directors of the Company and the
Auditors. The same is being ratified.
b) Secretarial Audit
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in
practice, in the prescribed form.
The Board has appointed M/s Shashank Sharma and Associates, firm of Practising Company
Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023 forms part of this Report. The
Report does not contain any qualification, reservation or adverse remark.
c) Internal Auditor
The Company had appointed D P Bhardwaj & Associates, Chartered Accountants as
Internal Auditor. The Internal Auditor has submited reports on quarterly basis which is
placed before the audit committee of company.
34. 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 the
auditor's report.
A. However, the auditors have observed that During the year, the Company has
transferred Rs. 7.83 Lakhs to Investor Education and Protection Fund with delay of 79 days
In response to it, we would like to inform you that there was technical issues with the
MCA website where the forms could not be filed.
B. According to the records of the Company examined by us, the Company is generally
regular in depositing undisputed statutory dues including Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of customs, Duty
of excise, Value Added tax, Cess and other statutory dues as applicable, with the
appropriate authorities. There were no undisputed outstanding statutory dues as at the
year end for a period of more than six months from the date they became payable other than
Provident
Fund amounts to Rs. 4.23 Lakhs, Employees' State Insurance amounts to Rs. 1.06 Lakhs
and Professional Tax amounts to Rs. 1.18 Lakhs
In response to that it is submitted that the there are some employees where there is
mismatch between the name in their Adhar and PAN and therefore their UAN is either not
generated or not linked. Therefore the amount can not be deposited. The company has
separately parked this amount and will deposit once the issue is resolved by employees.
C. The Company has incurred cash losses of Rs. 1276.47 Lakhs in current year. The
Company has not incurred cash losses in immediately preceding financial year.
In resposnse to that it is submitted that company had written off a signifiact
portfolio impacted by Covid and also opened new branches during the year for the capital
Digital Loans.
(ii) Secretarial Auditor's Report
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark made by Secretarial Auditor.
(iii) Internal Auditors' Report
The Internal Audit Reports does not contain any qualification, reservation or adverse
remark made by Internal Auditor.
35. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS
Based upon the audit procedures performed and considering the principles of materiality
outlined in Standards on Auditing, for the purpose of reporting the true and fair view of
the financial statements and according to the information and explanations given to us, we
have neither come across any instance of fraud by the Company or on the Company noticed or
reported during the year nor have we been informed of any such case by the management
during the course of audit except frauds discovered by the Company aggregating Rs. 21.60
Lakhs committed by employees by embezzlement of cash against which the Company has
recovered Rs. 2.19 Lakhs and balance Rs. 19.41 Lakhs has been provided for in the
statement of profit and loss.
In response to that it is submitted that the the nature of the business is such that
cash is collected from customers and same is to be deposited in the bank account. In some
cases the employees take away the cash. The company has zero tolerance towards the frauds
and legal action is taken against the fraudulent employees .
36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There are no amounts due and outstanding to be credited to Investor Education and
Protection Fund as at 31st March, 2023.
37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
Your Company has formulated Code of Conduct for Prevention of Insider Trading in
Company's Securities (‘Code') in accordance with SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended. The objective of this Code is to protect the
interest of Shareholders at large, to prevent misuse of any price sensitive information
and to prevent any insider trading activity by way of dealing in securities of the Company
by its Designated Persons. Ms. Tanya Sethi, Company Secretary and Compliance Officer of
the Company is authorized to act as Compliance Officer under the Code.
38. 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 information
regarding compliance of rules relating to conservation of Energy and Technology absorption
pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule ? 8 (3) of the
Companies (Accounts)Rules, 2014 is not provided.
Foreign Exchange Earnings and Outgo
The Foreign exchange earnings for the FY 2022-23 were Nil.
Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil
39. EMPLOYEE REMUNERATION
A. The statement containing particulars of employees as required under Section 197 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given below:
|
Disclosure by the Company |
|
Managing Director : 105:1 Executive Director : 40:1 |
|
Managing Director : Nil Executive Director : Nil Chief Financial
Officer : Nil Company Secretary: Nil |
|
Nil |
|
1668 |
|
There has been 10% increase in remuneration of employees during the
year. |
circumstances for increase in the managerial remuneration |
|
6. Affirmation that the remuneration is as per the remuneration
policy of the company |
Yes |
b. In accordance with the provisions of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top
ten employees in terms of remuneration drawn are set out below:
a. if employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than One Crore Two lakh rupees :
S. No. Particulars |
Details |
1. Name and Designation |
Mr. Yogen Khosla,Managing Director |
2. Remuneration received |
Rs. 17946810 |
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 |
59 |
7. Last Employment |
Associated with the company since inception |
8. Percentage of Equity Shares 36.91%
Held
b. if employed for a part of the financial year, was in receipt of remuneration for any
part of that year, pro rata rate which, in the aggregate, was not less than Eight Lakhs
Fifty thousand rupees per month; NIL
c. if employed throughout the financial year or part thereof, was in receipt of
remuneration in that Year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company. : NIL
40. GRIEVANCE REDRESSAL
Your Company has adopted a well-structured customer grievance redressal mechanism and
provides customers a reliable and easily accessible interface for timely and fair
resolution of enquires & complaints. The helpline Number is printed on each document
shared 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 contact
details of the Officials of the Reserve Bank of India for escalation of grievances if
company is unable to redress the
^CapitalTrust
complaints. Grievance Redressal Mechanism is also available on the website of Capital
Trust to facilitate easy access.
41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and company's operations in future.
42. ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014
a. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the Financial Year:
During the Financial Year under review, the Company has made neither any application
nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016),
therefore, it is not applicable to the Company.
b. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
During the Financial Year under review, it is not applicable to the Company.
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 India Limited.
b. This Dividend Distribution Policy (“the Policy”) defines conditions
to be considered by the Board for recommending / paying a dividend to the shareholders of
the Company. The Board of Directors will recommend any interim / annual dividend based on
this Policy, applicable laws, as well as any specific financial or market conditions
prevailing at the time.
c. Subject to the factors mentioned in para 1.2 above, the Company has a consistent
dividend policy for “distribution of dividend out of profits and the Board may
recommend the rate”.
d. The Policy set out the broad criteria to be considered for determining the proposed
dividend to appropriately reward shareholders through dividends while supporting the
future growth of the Company.
(ii) Dividend Policy
a. Dividend Distribution Philosophy
a)CapitalTrust
i. The Company believes in long term value creation for its shareholders while
maintaining the desired liquidity and leverage ratios and protecting the interest of all
the stakeholders. Accordingly, the focus will continue to be on sustainable returns in
terms of dividend, in consonance with the dynamics of business environment.
b. The circumstances under which shareholders may not expect dividend
i. The Company shall comply with relevant statutory requirements that are applicable to
the Company in declaring dividend or retained earnings. Generally, the Board shall
determine dividend for a particular period after taking into consideration financial
performance of the Company, advice of executive management and other parameters described
in 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 dividend
pay-out will be determined based on available financial resources, investment requirements
and taking into account optimal shareholder return.
ii. Based on above and, subject to factors mentioned in para 2.4 below, the Company
will endeavour to maintain steady level of dividend.
d. The internal / external factors that shall be considered for declaration of dividend
i. When recommending / determining the dividend, the company will consider, amongst
other matters:
1. actual results for the year and the outlook for business operations
2. providing for anticipated capital expenditures or acquisitions to further enhance
shareholder 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 other
investee 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 applicable laws
f. Provisions with regard to various classes of shares
i. The provisions contained in this policy shall apply to all classes of shares of the
Company. It may be noted that currently the Company has only one class of shares, namely,
equity shares.
(iii) Review and Disclosure
a. This policy will be reviewed and amended, as and when, required by the Board and/or
under applicable laws. Any revisions in the Policy will be communicated to shareholders in
a timely manner.
(iv) Limitation
a. In the event of any conflict between the Act or the SEBI Regulations or other
statutory enactments (“the Regulations”) and the provisions of this policy, the
Regulations shall prevail over this policy. Any subsequent amendment / modification in the
Regulations, in this regard, shall automatically apply to this policy.
(v) Disclaimer
a. The Policy does not constitute a commitment regarding future dividends of the
Company, but only represents a general guidance regarding payment of dividend.
b. The statement of the policy does not in any way restrict right of the board to use
its discretion in the recommendation of the dividend to be distributed considering various
factors mentioned in the policy. Further, subject to the provisions of applicable laws,
the board reserves the right to depart from the policy as and when circumstances so
warrant.
44. REGISTER E-MAIL ADDRESS
To contribute towards a greener environment, the Company again proposes to send
documents like general meeting notices/other notices, annual report, audited financial
statements, boards' report, auditors' report or any other document, to members in
electronic form at the e-mail address provided by them and/or available to the Company by
the Depositories. Members who have not yet registered their e-mail address (including
those who wishes to change their already registered e-mail address) may get the same
registered/updated either with his / her depository participants or by writing to the
Company / RTA.
45. ACKNOWLEDGMENTS
The Board of Directors acknowledge and place on record their appreciation for the
guidance, co-operation and encouragement extended to the Company by the Government of
India, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board
of India, National Stock Exchange of India Limited,Bombay Stock Exchange Limited and other
concerned Government departments/agencies at the Central and State level as well as
various domestic financial institutions/banks, agencies etc. Your Directors also convey
their gratitude to the shareholders, various various Banks/Multilateral agencies/financial
Institutions/ credit rating agencies for the continued trust and for the confidence
reposed by them in CTL.
The Company is also thankful to the Statutory Auditors and Secretarial Auditor for
their constructive suggestions and co-operation.We would also like to place on record our
appreciation for the untiring efforts and contributions made by the employees towards the
growth of the Company.
FOR AND ON BEHALF OF THE BOARD OF CAPITAL TRUST LIMITED
Sd/-
Yogen Khosla
Chairman and Managing Director DIN-00203165
Dated: 27.05.2023 Place: New Delhi
