The Directors have pleasure in presenting the Nineteenth Annual Report
and the audited statement of accounts of your Company for the year
ended 31st March, 2013.
Particulars 2012-13 2011-12 2012-13 2011-12
Tax & Exceptional
Items 10,892.96 6,037.79 11,020.45 6,166.96
Depreciation 91.13 99.74 113.99 129.26
Tax & Exceptional
Items 10,801.83 5,938.05 10,906.46 6,037.70
for taxation 3,375.25 1,911.29 3,248.17 1,946.09
Profit After Tax 7,426.57 4,026.76 7,658.29 4,084.60
previous year 23,912.64 21,326.35 25,554.73 22,910.58
appropriations 31,339.21 25,353.11 33,213.02 26,995.18
General Reserve 385.00 225.00 385.00 225.00
Statutory Reserve 1,500.00 810.00 1,500.00 810.00
Rs. 10/- each 524.33 348.88 524.33 348.88
Tax on Dividend 89.11 6.60 89.11 56.60
Balance Sheet 28,840.77 23,912.64 34,714.58 25,554.73
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 has become operational during the third quarter of the
financial year and achieved the book size of Rs. 3,281 Lacs, while the
corporate lending book stood at Rs. 39,117 Lacs, at the end of the
The Profit before Depreciation & Taxes (PBDT) amounted to Rs. 10,892.96
Lacs as against Rs. 6,037.79 Lacs in the previous year, registering an
increase of more than 80% 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. 28,832 Lacs
compared to Rs. 58, 922 Lacs in the previous year.
Total Assets of the company stood at Rs. 89,214 Lacs as compared to Rs.
82,480 Lacs during the last year , showing an increase of 8.16%.
Loan Book of the Company stood at Rs. 42,599 Lacs as at 31st March, 2013
as compared to Rs. 37,018 Lacs as at 31st March, 2012, showing
a growth of 15% during the year.
As a part of a conscious strategy the Company is in the process of
transforming itself from a services based organisation to a lending
based organisation. Two verticals are currently in the process of being
ramped up first one in the sphere of funding micro, small & medium
enterprises and other for small niche real estate projects in select
cities. The Company is examining the possibility of establishing one or
more new verticals given the current economic environment and the
CHANGE IN THE NAME OF THE COMPANY
As a part of the conscious transformation of the Company, your
Company''s name has been changed from ‘Money Matters Financial Services
Limited'' to ‘Capri Global Capital Limited'', with effect from 24th July,
2013. Necessary approvals in this regard have been received from
shareholders and the statutory authorities.
CAPITAL ADEQUACY RATIO
Your Company''s total Capital Adequacy Ratio (CAR), as of 31st March,
2013, stood at 116.89% 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%.
STABLE ASSET QUALITY
The company had no NPA as at 31st March, 2013 and the provision for
Standard Assets stood at Rs. 213 Lacs as on 31st March, 2013. The
Company has made provisions @0.50% on Standard Assets far exceeding the
statutory requirements of making provisions @0.25% on Standard Assets.
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 19th Annual General Meeting,
would amount to Rs. 613.44 Lacs (including dividend tax of Rs. 89.11 Lacs)
and will be paid to those members whose names appear on the Register of
Members of the Company as on 20th September, 2013.
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
4TH WARRANT EXERCISE PERIOD & ALLOTMENT OF SHARES
4th Warrants exercise period commenced from 27th December, 2012 and
ended on 26th March, 2013 as per the revised schedule approved by the
warrants holders in their meeting held on 16th December, 2009. The
Warrant conversion price for the 4th exercise period was fixed at Rs.
106.07 per warrant (inclusive of premium of Rs. 96.07 per share).
Warrant holders holding 42,994 warrants have tendered their application
for conversion and were allotted 42,994 Equity Shares of Rs. 10/- each
fully paid-up on 5th April, 2013.
INCREASE IN SHARE CAPITAL
During the year your Company has allotted 24,900 Equity Shares of Rs.
10/- each fully paid-up on exercise of Stock Options.
The Board has inducted Ms. Bhagyam Ramani, Mr. Quintin E Primo III &
Mr. Sanjay Kaul as Additional Directors on the Board of the Company. We
seek your support in confirming their appointment as Directors liable
to retire by rotation, at the ensuing Annual General Meeting.
Mr. P. H. Ravikumar was inducted as Additional Director and also
appointed as Managing 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 Managing Director of
the Company. Mr. Rajesh Sharma has stepped down as Chairman & Managing
Director w.e.f. 12th April, 2013.
In accordance with the provisions of section 255 & 256 of the Companies
Act, 1956 and Article 115 of the Articles of Association of the
Company, Mr. Rajesh Sharma and Mr. Dinesh Chandra Babel, retire by
rotation at the ensuing Annual General Meeting. Mr. Rajesh Sharma
seeks re-appointment. Mr. Dinesh Chandra Babel is not seeking
re-appointment . The Members of the Board place on record their deep
sense of appreciation for the services rendered by Mr. Dinesh Chandra
Babel, during his tenure as Member of the Board of the Company.
TRADE MARK LICENSING AND EXECUTIVE AGREEMENT (‘AGREEMENT'')
The Company has entered into an Agreement with Capri Global Capital
Limited, a Cayman Islands incorporated Company, (‘CGC-Cayman'') having
principal place of business at Chicago, USA and is an affiliate of
Capri Capital Partners, LLC (‘CCP''). CCP is registered with United
States Securities & Exchange Commission as an Investment Advisor.
As per the Agreement, the Company has got License to use the Logo of
CCP for a period of 5 years and has appointed Mr. Quitin E Primo III as
Non Executive Chairman of the Company w.e.f. 2nd August, 2013.
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.
As on 31st March, 2013, the Company has the following subsidiaries:
1. Capri Global Securities Private Limited (formerly Money Matters
Securities Private Limited).
2. Capri Global Investment Advisors Private Limited (formerly Money
Matters Investment Advisors Private Limited).
3. Capri Global Distribution Company Private Limited (formerly Money
Matters Distribution Company Private Limited).
4. Capri Global Finance Private Limited (formerly Money Matters
Capital Private Limited).
5. Capri Global Research Private Limited (formerly Money Matters
Research Private Limited); and
6. Capri Global Resources Private Limited (formerly Money Matters
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 30th May, 2013 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
attached 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, 2013, together with
reports of Auditors thereon and the statement pursuant to section 212
of the Companies Act, 1956, are attached. 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. 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.
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 225 of the Companies Act, 1956,
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
224(1B) of the Companies Act, 1956 from M/s. Karnavat & Co., Chartered
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, 2013 which is self-explanatory and requires no comments or
explanation under section 217(3) of the Companies Act, 1956.
As per clause 49 of the Listing Agreement with Stock Exchanges, a
separate section on Corporate Governance forms part of the Annual
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 Managing Director with
regard to Code of Conduct is attached to the Report on Corporate
Further, as required under clause 49 of the Listing Agreement with
Stock Exchanges, a certificate from the Managing Director and Sr. Vice
President - Finance & Accounts, on the financial statements of your
Company for the year ended on 31st March, 2013 was placed before the
Board at its meeting held on 30th May, 2013.
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 24,900
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
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, 2013, 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, while there
were foreign exchange expenses amounting to Rs. 18.38 Lacs, during the
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.
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 P. H. Ravikumar Rajesh Sharma
August, 2013 Managing Director Director