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.
(Rs. in Lacs)
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
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
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.
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 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.
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
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
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
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
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
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, 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.
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.
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.
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 Executive 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 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
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.
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