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Capri Global Capital Directors Report, Capri Global Reports by Directors
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Capri Global Capital
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Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 
 The Directors have pleasure in presenting the Twentieth Annual Report
 and the audited statement of accounts of your Company for the year
 ended 31st March, 2014.
 
 FINANCIAL RESULTS
 
                                                        (Rs. in Lacs)
 
                                     Standalone           Consolidated 
 Particulars                     2013-14    2012-13    2013-14   2012-13
 
 Profit before Depreciation, 
 Tax & Exceptional Items        12512.79  10,892.96  12,893.92  11,020.4
 
 Less: Depreciation               253.42      91.13     271.37     113.9
 
 Profit Before Tax & 
 Exceptional Items             12,259.37  10,801.83  12,622.55  10,906.4
 
 Less: Exceptional Items               -          -     304.83         -
 
 Less: Provisions for 
 taxation                       4,083.34   3,375.25   4,094.83   3,248.1
 
 Profit After Tax               8,176.03   7,426.57   8,222.89   7,658.2
 
 Add: Balance brought 
 forward from previous year    28,840.77  23,912.64  30,714.58  25,554.7
 
 Balance available for 
 appropriations                37,016.80  31,339.21  38,937.46  33,213.0 
 
 Appropriations
 
 General Reserve                  850.00     385.00     850.00     385.0
 
 Statutory Reserve              1,650.00   1,500.00   1,650.00   1,500.0
 
 Dividend on Equity 
 Shares of Rs.10/- each             525.08     524.33     525.08     524.3
 
 Tax on Dividend                   89.24      89.11      89.24      89.1
 
 Balance Carried to 
 Balance Sheet                 34,516.80  28,840.77   36,437.46 30,714.5
 
 REVIEW OF OPERATIONS
 
 The operations during the year were focused on lending to both - the
 Corporate and Micro Small & Medium Enterprises sectors (MSME).  MSME
 Lending business which made a modest beginning during the last
 financial year, achieved a book size of Rs. 23,105 Lacs, while the
 wholesale lending book achieved a size of Rs. 50,511 Lacs, as the end of
 financial year.
 
 The Profit before Depreciation & Taxes (PBDT) amounted to Rs. 12,512.79
 Lacs as against Rs. 10,892.96 Lacs in the previous year, registering an
 increase of more than 15% during the year. The increase in PBDT is due
 to larger deployment of funds as compared to last year and recovery of
 dues. Amount disbursed as loans during the year were Rs. 60,275 Lacs
 compared to Rs. 28,832 Lacs in the previous year.
 
 ASSET GROWTH
 
 Total Assets of the company stood at Rs. 97,021 Lacs as compared to Rs.
 89,189 Lacs during the last year, showing an increase of 8 %.
 
 LOAN BOOK
 
 Loan Book of the Company stood at Rs. 73,616 Lacs as at March 31, 2014 as
 compared to Rs. 42,599 Lacs as at 31st March, 2013, showing a growth of
 73% during the year.
 
 CAPITAL ADEQUACY RATIO
 
 Your Company''s total Capital Adequacy Ratio (CAR), as of 31st March,
 2014, stood at 93.95 % of the aggregate risk weighted assets on balance
 sheet and risk adjusted value of the off-balance sheet items, which is
 well above the regulatory minimum of 15%.
 
 STANDARD ASSETS'' PROVISIONING
 
 Pursuant to the Notification No. DNBS.222/CGM (US)–2011 dated 17th
 January, 2011 issued by the RBI for making a general provision at 0.25
 per cent on the outstanding standard assets of NBFCs, your Company has
 made provision at 0.50% exceeding the statutory requirements.
 
 Further the company has decided to make a Floating Provision on
 Standard Assets @ 0.25% which will be available for adjustment against
 Provision on Sub-standard Assets.
 
 DIVIDEND
 
 The Directors of the Company have recommended a dividend of Rs. 1.50/-
 per Equity Share of face value of Rs. 10/- each fully paid-up of the
 Company for the current financial year . The dividend on Equity Shares,
 if approved by the shareholders at the 20th Annual General Meeting,
 would amount to Rs. 614.32 lacs (including dividend tax of Rs. 89.24 lacs)
 and will be paid to those members whose names appear on the Register of
 Members of the Company as on 26th July, 2014.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis of financial condition,
 including the results of operations of the Company for the year under
 review as required under clause 49 of the Listing Agreement with the
 Stock Exchanges, is provided as a separate statement in this Annual
 Report.
 
 5TH & LAST WARRANT EXERCISE PERIOD & ALLOTMENT OF SHARES
 
 5th Warrants exercise period commenced on 27th December, 2013 and ended
 on 26th March, 2014 as per the revised schedule approved by the
 warrants holders in their meeting held on 16th December, 2009. The
 Warrant conversion price for the 5th exercise period was fixed at Rs.
 109.62 per warrant (inclusive of premium of Rs. 99.62 per share).
 
 Warrant holders holding 27,408 warrants have tendered their application
 for conversion and were allotted 27,408 Equity Shares of Rs. 10/- each
 fully paid-up on 2nd April, 2014.
 
 INCREASE IN SHARE CAPITAL
 
 During the year your Company has allotted 42,994 Equity shares of 10/-
 each fully paid-up on conversion of Warrants by the warrant holders of
 the Company during the 4th Warrant exercise period and has allotted
 22,500 Equity Shares of Rs. 10/- each fully paid-up on exercise of Stock
 Options.
 
 DIRECTORS
 
 The Board inducted Mr. Sunil Kapoor as Additional Director and also
 appointed him as Executive Director of the Company. It is proposed to
 confirm his appointment at the ensuing Annual General Meeting and the
 Board recommends approval of his appointment as Executive Director of
 the Company.
 
 Mr. P H Ravikumar resigned as Managing Director of the Company and he
 was relieved w.e.f 24th January, 2014. The Board of Directors places on
 record their deep sense of appreciation for the services rendered by
 Mr. P H Ravikumar during his tenure as Managing Director of the
 Company.
 
 Mr. Sanjay Kaul resigned as Director of the Company w.e.f 22nd January,
 2014. The Board of Directors places on record their deep sense of
 appreciation for the services rendered by Mr. Sanjay Kaul during his
 tenure as Director of the Company.
 
 In accordance with the provisions of section 152 of the Companies Act,
 2013 and Article 115 of the Articles of Association of the Company Mr.
 Quintin E Primo III, retires by rotation at the ensuing Annual General
 Meeting. Mr. Quintin E Primo III, seeks re-appointment.
 
 Pursuant to notification of section 149 and other applicable provisions
 of Companies Act, 2013, Independent Directors are required to be
 appointed for a term of five consecutive years and shall not be liable
 to retire by rotation . Accordingly resolutions proposing appointment
 of Independent Directors forms part of Notice of the Annual General
 Meeting .
 
 RESERVE BANK OF INDIA DIRECTIONS
 
 Your company is categorized as a non deposit taking systematically
 important (ND-SI) non-banking finance company (NBFC). Accordingly
 during the year your Company has not accepted any deposits from the
 public and there were no deposits which become due for repayment or
 renewal. Your Company has complied with the directives issued by the
 Reserve Bank of India under the Non Banking Financial Companies
 (Reserve Bank of India) Directions, 2007, as amended from time to time.
 
 SUBSIDIARY COMPANIES
 
 As on 31st March, 2014, the Company has the following six subsidiaries:
 
 1.  Capri Global Securities Private Limited.
 
 2.  Capri Global Investment Advisors Private Limited.
 
 3.  Capri Global Distribution Company Private Limited.
 
 4.  Capri Global Finance Private Limited.
 
 5.  Capri Global Research Private Limited; and
 
 6.  Capri Global Resources Private Limited.
 
 In terms of general exemption granted to companies vide General
 Circular No.2 and 3 dated 8th February, 2011 and 21st February 2011
 respectively issued by the Ministry of Corporate Affairs for not
 attaching the Balance sheets of the Subsidiary Companies and approval
 received from Board of Directors vide resolution passed at Board
 Meeting held on 9th May, 2014 under Section 212(8) of the Companies
 Act, 1956, the Balance Sheet, Statement of Profit and Loss , Reports of
 the Board of Directors and Auditors of the subsidiaries have not been
 annexed with the Balance Sheet of the Company. However, the financial
 data of the subsidiaries have been furnished under ''Details of
 Subsidiaries'' forming part of the Annual Report. Further, pursuant to
 Accounting Standard AS-21 issued by the Institute of Chartered
 Accountants of India, Consolidated Financial Statements of the Company
 and its subsidiaries for the year ended 31st March, 2014, together with
 reports of Auditors thereon and the statement pursuant to section 212
 of the Companies Act, 1956, are annexed.
 
 The financial statements of subsidiaries will be available on a request
 made by any member of the Company and will also be available for
 inspection by any member at the registered office of the Company on any
 working day except Saturday between 3.00 p.m. up to 5.00 p.m. up to the
 date of the ensuing Annual General Meeting. The financial statements of
 your Company as well as its aforesaid subsidiaries are also available
 on the website of your Company i.e. www.cgcl.co.in.
 
 AUDITORS
 
 M/s. Karnavat & Co, Chartered Accountants, retires as Auditors of the
 Company at the ensuing Annual General Meeting and have given their
 consent for re-appointment.
 
 In terms of the provisions of Section 139 of the Companies Act, 2013,
 the appointment of Auditors of the Company requires approval of the
 shareholders by way of an ordinary resolution. An appropriate
 resolution has been included in the Notice of the ensuing Annual
 General Meeting for approval of the shareholders.
 
 Your Company has received the eligibility certificate under section 141
 of the Companies Act, 2013 from M/s. Karnavat & Co., Chartered
 Accountants, Mumbai and that they hold valid peer review certificate as
 prescribed under clause 41(1) of Listing Agreement. Members may
 consider their re-appointment.
 
 AUDITORS'' REPORT
 
 M/s. Karnavat & Co., the Statutory Auditors of your Company, submitted
 their report on the accounts of the Company for the year ended 31st
 March, 2014 which is self-explanatory and requires no comments or
 explanation under section 217(3) of the Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 As per clause 49 of the listing agreement with stock exchanges, a
 separate section on Corporate Governance forms part of the Annual
 Report.
 
 A certificate from the Auditors of your Company regarding compliance of
 conditions of Corporate Governance, as stipulated under clause 49 of
 the Listing Agreement and a declaration by the Executive Director with
 regard to Code of Conduct is attached to the Report on Corporate
 Governance.
 
 Further, as required under clause 49 of the Listing Agreement with
 Stock Exchanges, a certificate from the Executive Director and
 Associate Director – Head of Finance & Accounts on the financial
 statements of your Company for the year ended on 31st March, 2014, was
 placed before the Board at its meeting held on 9th May, 2014.
 
 EMPLOYEES STOCK OPTION PLAN
 
 In line with its policy to give incentives to its employees from time
 to time, your Company has adopted the Employees Stock Option Plan
 (ESOP) in accordance with the provisions of Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'') with effect
 from 27th October, 2009.
 
 During the year under review no fresh Options were granted and 22,500
 Stock Options granted earlier were vested and exercised during the year
 by the employees.
 
 Disclosures, as prescribed under the SEBI Guidelines, are set out in
 Annexure to this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In pursuance of Section 217(2AA) of the Companies Act, 1956, the
 Directors confirm that, to the best of their knowledge and belief they
 have:
 
 i) in the preparation of annual accounts, all applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any;
 
 ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Company as on
 31st March, 2014, and of the profit of the Company for the accounting
 year ended on that date;
 
 iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Since your Company does not own manufacturing facility, the particulars
 relating to conservation of energy and technology absorption stipulated
 as per Section 217(1)(e) of the Companies Act, read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988, are not applicable.
 
 There were no foreign exchange earnings during the year. There was
 foreign exchange outgo of Rs. 621.25 Lacs.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees in terms of the provisions of Section 217(2A)
 of the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975 as amended from time to time, forms part of the
 Directors'' Report. However, having regard to the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding
 the aforesaid information, is being sent to all the members of the
 Company and others entitled thereto. Any member interested in obtaining
 such particulars may write to the Company Secretary at the registered
 office of the Company.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors wish to place on record their appreciation for
 the support extended by the bankers, business associates, clients,
 consultants, advisors, shareholders, investors and the employees of the
 Company and subsidiaries for their continued co-operation and support.
 
 We would also like to place on record our sincere appreciation for the
 co-operation received from the Reserve Bank of India, SEBI, NSE & BSE
 and all other statutory and/or regulatory bodies.
 
                                        For and on behalf of the Board
 
 Place: Mumbai                          Sunil Kapoor     Rajesh Sharma
 
 Date :9th May, 2014              Executive Director          Director
Source : Dion Global Solutions Limited
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