The Directors have pleasure in presenting the Twenty First Annual
Report and the audited statement of accounts of your Company for the
year ended March 31, 2015.
(Rs. in Lacs)
Particulars Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Total revenue 19,216.08 16,617.84 20,607.96 17,113.71
Expenses 5,269.61 4,105.06 5,315.26 4,219.79
Profit before Depreciation,
Tax & exceptional 13,946.47 12,512.79 15,292.70 12,893.92
Less: Depreciation 358.78 253.42 383.10 271.37
Profit before Tax &
exceptional Items 13,587.69 12,259.35 14,909.60 12,622.55
Less: Exceptional Items - - - 304.83
Less: Provisions for
taxation 5,069.36 4,083.34 5,385.95 4,094.83
Profit after Tax (Pat) 8,518.33 8,176.01 9,523.65 8,222.89
Add: Balance brought
forward from previous year 33,902.48 28,840.77 35,823.15 30,714.58
balance available for
appropriations 42,420.81 37,016.80 45,346.80 38,937.47
General Reserve 700.00 850.00 700.00 850.00
Statutory Reserve 1,850.00 1,650.00 1,850.00 1,650.00
Dividend on Equity Shares 525.40 525.08 525.40 525.08
Tax on Dividend 106.96 89.24 106.96 89.24
Depreciation Charged off
as per Revised Depreciation 7.36 - 10.81 -
balance Carried to balance
sheet 39,231.08 33,902.48 42,153.63 35,823.15
RESULTS OF OPERATIONS AND STATE OF AFFAIRS
The highlights of the performance during the year under review are as
- Total Revenue increased by 15.64% to Rs.19,216.08 lacs (Previous year
Rs. 16,617.84 lacs).
- PBDT increased by 11.46% to Rs.13,946.47 lacs (Previous year
- PAT increased by 4.19% to Rs.8,518.33 lacs (Previous year Rs.8,176.01
- Loan book increased by 29.28% to Rs.95,167.99 lacs (Previous year
The increase in the Total Revenue, PBDT and PAT during the year is
attributable to larger deployment of funds and recovery of dues during
The consolidated Total Revenue increased by 20.42% to Rs.20,607.96 lacs
from Rs.17,113.71 lacs of previous year and the consolidated PBDT
increased by 18.60% to Rs.15,292.70 lacs from Rs.12,893.92 lacs of previous
year. The consolidated PAT increased by 15.82% to Rs.9,523.65 lacs from
Rs.8,222.89 lacs of previous year. Increased performance of the Company
on consolidated basis is due to income on sales of investments held by
The operations during the year were focused on growing the loan book of
the Company by lending to both - the Corporate and Micro Small & Medium
Enterprises sectors (MSME). MSME Lending vertical grew the loan book to
Rs.44,592.37 lacs (Previous year Rs.23,105.44 lacs), while the Wholesale
Lending vertical maintained a steady pace and achieved a book size of
Rs.50,571.10 lacs (Previous year Rs.50,510.70 lacs).
Total Assets of the Company stood at Rs.1,13,252.34 lacs as compared to
Rs.97,020.70 lacs during the last year, showing an increase of 16.73%.
CAPITAL ADEQUACY RATIO
Your Company''s total Capital Adequacy Ratio (CAR), as of March 31,
2015, stood at 89.68% 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%
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 create additional Floating
Provision @1.50% of Standard Assets over and above the statutory
requirement, which would be available for adjustment against Provision
on Sub-standard Assets.
The Directors of the Company have recommended a dividend of Rs.1.50/-
(15%) per Equity Share for the financial year ended on March 31, 2015.
The dividend on Equity Shares, if approved by the shareholders at the
21st Annual General Meeting, would amount to Rs.632.36 lacs (inclusive of
dividend distribution tax amount of Rs.106.96 lacs) and will be paid to
those members whose names appear on the Register of Members of the
Company as on July 11, 2015.
TRANSFER TO RESERVES
The Company transferred an amount of Rs.700 lacs to the General Reserves
during the year.
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, is
provided as a separate section forming part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statement of the Company prepared in
accordance with applicable Accounting Standards specified under Section
133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014 is provided in the Annual Report.
As on March 31, 2015, the Company has the following subsidiaries:
1. Capri Global Housing Finance 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
The audited financial statements, the Auditors Report thereon and the
Board''s Report for each of the Company''s subsidiaries for the year
ended March 31, 2015 are available on the website of the Company. If
any Member is interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard.
Performance and Financial Position of each of the Subsidiaries
A report on the performance and financial position of each of the
subsidiaries as per the Companies Act, 2013 is provided as Annexure -I
to the Consolidated Financial statement and hence not repeated here.
There are no material subsidiaries of the Company. The Policy for
determining material subsidiaries as approved by the Board may be
accessed on the Company''s website at link:
Merger of Subsidiaries with the Company
The Board of Directors of the Company at its meeting held on December
17, 2014 has approved the Scheme of Amalgamation (''Scheme'') of Capri
Global Distribution Company Private Limited, Capri Global Finance
Private Limited, Capri Global Investment Advisors Private Limited and
Capri Global Research Private Limited with Company and their respective
shareholders and creditors under Sections 391 to 394 of the Companies
The Appointed Date for the merger is April 1, 2015. The Scheme has
already received the Observation Letter from the Bombay Stock Exchange
Limited & National Stock Exchange of India Limited and the approval of
RBI. The Company has filed an Application with the Hon''ble Bombay High
Court and is awaiting further instructions from the Hon''ble Court. The
Scheme is subject to various regulatory approvals including the Bombay
The merger of four subsidiaries with the Company would result in
consolidation of resources with the Company and saving on cost of
compliance and administration.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your Board of
Directors states that:
a) in preparation of the annual financial statements for the year ended
March 31, 2015, the applicable accounting standards have been followed
and there are no material departures from the same;
b) 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, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
d) the Directors have prepared the annual accounts on a ''going concern
e) the Directors have laid down proper internal financial controls to
be followed by the Company and that such financial controls are
adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that the systems are adequate
and are operating effectively.
The Company has been observing best governance practices and is
committed to adhere to the Corporate Governance requirements on an
ongoing basis. A separate section on Corporate Governance and a
certificate from the Practicing Company Secretary regarding compliance
of conditions of Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement forms part of this Annual Report.
Further, as required under Clause 49 of the Listing Agreement, 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 March 31, 2015, was placed before the Board at its
meeting held on May 09, 2015.
RELATED PARTY TRANSACTIONS
All contracts /transactions entered by the Company during the year with
related parties were on an arm''s length basis and were in the ordinary
course of business. During the year,
the Company has not entered into any transactions which can be
considered material in accordance with the policy of the Company.
The policy dealing with related party transaction as approved by the
Board may be accessed on the Company''s website at the link:
Your Directors would like to draw attention of members to Note 26 to
the financial statement which sets out details of related party
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company''s website at the link:
As part of its initiatives underCorporate Social Responsibility
(CSR), the Company has undertaken projects in the area of education and
vocational training of the unprivileged, women and differently-abled.
These projects are in accordance with Schedule VII of the Companies
The Annual Report on CSR activities is annexed herewith marked as
Annexure I to this Report.
The Board of Directors of the Company has constituted Risk Management
Committee in addition to the Assets Liability Management Committee
(''ALCO'') which is entrusted with the responsibility to assist the Board
in identification and mitigation of risks associated with the business
of the Company. The details of the functioning of the Risk Management
Committee and ALCO are provided in the Report on Corporate Governance
forming part of this Annual Report. The Company follows a proactive
risk management policy, aimed at protecting its assets and employees
while at the same time ensuring growth and continuity of its business.
Regular updates are made available to Board at the Board Meetings and
in special cases on ad-hoc basis.
A detailed discussion on the identified risks and mitigation strategies
is contained in the Management Discussion and Analysis forming part of
the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal controls commensurate with
the size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Auditors report to the
Chairman of the Audit Committee of the Board. Internal Auditors monitor
and evaluate the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its
Based on the report of Internal Auditors, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company Mr. Rajesh Sharma,
retires by rotation at the ensuing Annual General Meeting and offers
himself for re- appointment.
During the year under review, the members approved the re-appointment
of Mr. Quintin E. Primo III as a Non- executive Non-independent
Director who is liable to retire by rotation and appointment of Mr.
Beni Prasad Rauka, Mr. Bhagwati Prasad, Mr. Mukesh Kacker, Ms. Bhagyam
Ramani and Mr. T R Bajalia as Independent Directors who are not liable
to retire by rotation. The members have also appointed Mr. Sunil Kapoor
as an Executive Director of the Company for a term of one year which
expired on January 23, 2015 and the Board has re-appointed him for
another term of one year starting from January 24, 2015, which is
proposed to be approved by the members at the ensuing Annual General
During the year under review, Mr. Anand Agarwal was appointed as Chief
Financial Officer of the Company w.e.f. October 16, 2014 and he
resigned on December 29, 2014.
Declaration by Independent Director(s)
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence prescribed both under the Companies Act, 2013 and Clause
49 of the Listing Agreement.
Formal Annual Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of Independent Directors, Board, Committees and other
individual Directors, process of evaluation was followed as per the
Policy laid down in this regard. The manner in which the evaluation has
been carried out has been explained in the Report on Corporate
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection of Directors, determining
Directors independence and payment of remuneration to Directors, Key
Managerial Personnel and other employees.
The Nomination and Remuneration Policy is stated in the Report on
On appointment, the concerned Director is issued a Letter of
Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. The details of program
for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company and related matters are
put up on the website of the Company at link:
EMPLOYEES STOCK OPTION PLAN
The Nomination and Remuneration Committee of the Board of Directors of
the Company inter alia administers and monitors the Employees Stock
Options Scheme in accordance with the applicable SEBI guidelines.
During the year under review, no fresh Options were granted and 21,600
Stock Options granted earlier were vested and exercised during the year
by the employees.
The applicable disclosure as stipulated under the SEBI guidelines as on
March 31, 2015 with regard to Employees Stock Options Scheme are
provided in Annexure II to this Report.
The Company has received a certificate from the Auditors of the Company
that the Employees Stock Options Scheme has been implemented in
accordance with the SEBI guidelines and the resolution passed by the
members. The certificate would be placed at the Annual General Meeting
for inspection by members.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
M/s. Karnavat & Co, Chartered Accountants, Statutory Auditors of the
Company, holds office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Companies Act, 2013 and that
they are not disqualified for re-appointment.
The Notes on financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Alwyn D''souza & Co, a
firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith
marked as Annexure III to this Report. The Secretarial Audit Report
does not contain any qualification, reservations or adverse remark.
The Audit Committee comprises Independent Directors namely Mr. Beni
Prasad Rauka (Chairman), Ms. Bhagyam Ramani, Mr. Mukesh Kacker and Mr.
T R Bajalia as other members. The Audit Committee played an important
role during the year. It coordinated with the Statutory Auditors,
Internal Auditors and other key personnel of the Company and has
rendered guidance in the areas of internal audit and control, finance
and accounts. All the recommendations made by the Audit Committee were
accepted by the Board. Six meetings of the Audit Committee were held
during the year.
Stakeholders'' Relationship Committee
The Committee has met four times during the year. With the compulsory
dematerialization of the Company''s shares and electronic mode of
transfers, postal dispatches which led to usual complaints, have been
minimized. At the year end, 99.94% of the total shares were
dematerialized with no unresolved pending investor grievances.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the
suitability of candidates for appointment as Key Managerial Personnel,
Directors and the remuneration packages payable to them and other
employees. The Nomination and Remuneration Committee met five times
during the year.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to
deal with instance of fraud and mismanagement, if any, the details of
the WBP is explained in the Report on Corporate Governance. The WBP may
be accessed on the Company''s website at the link: http://www.
Meetings of board
Six meetings of the Board of Directors were held during the year, the
details of which are provided in Report on Corporate Governance. The
intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
Particulars of Loans, Investments, Guarantees
Not applicable being a Non-Banking Finance Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The provisions of Section 134(3)(m) of the Companies Act, 2013,
relating to conservation of energy and technology absorption are not
applicable to the Company. However, the Company has been continuously
and extensively using technology in its operations.
There were no foreign exchange earnings during the year. There was
foreign exchange outgo of Rs.15.23 lacs during the year.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith marked as Annexure -IV to this Report.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annual Report and is marked as Annexure
VA to this Report.
In terms of the provisions of Section 197(12) of the Companies Act,
2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are provided in the
Annual Report and is marked as Annexure VB to this Report.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
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.
Increase in share Capital
During the year, your Company has allotted 27,408 Equity shares of
Rs.10/- each fully paid-up to the warrant holders on conversion of
Warrants of the Company during the 5th Warrant exercise period and has
allotted 21,600 Equity Shares of Rs.10/- each fully paid-up on exercise
of Stock Options by the employees of the Company.
During the year under review, the Company has not issued shares with
differential voting rights nor has issued any sweat equity. As on March
31, 2015, none of the Directors of the Company hold any convertible
instruments of the Company.
Disclosure under sexual Harassment of Women
Company has Sexual Harassment Policy in place and available on
Company''s intranet portal. During the year under review, there were no
complaints from any of the employee.
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.
The Board of Directors would also like to place on record their sincere
appreciation for the co-operation received from the Reserve Bank of
India, SEBI, NSE & BSE and all other statutory and/or regulatory
For and on behalf of the board
sunil Kapoor rajesh sharma
Executive Director Director
DIN:01436404 DIN: 00020037
Place : Mumbai
Date: May 09, 2015