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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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Download Annual Report PDF Format 2013 | 2012 | 2011 | 2010 | 2009
Directors Report Year End : Mar '13    « Mar 12
Dear Members,
 
 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.
 
 FINANCIAL RESULTS
 
                                               (Rs.in Lacs)
                            Standalone      Consolidated
 Particulars         2012-13    2011-12    2012-13    2011-12
 
 Profit before 
 Depreciation, 
 Tax & Exceptional 
 Items             10,892.96   6,037.79  11,020.45   6,166.96
 
 Less: 
 Depreciation          91.13     99.74      113.99     129.26
 
 Profit Before
 Tax & Exceptional 
 Items             10,801.83   5,938.05  10,906.46   6,037.70
 
 Less: 
 Exceptional 
 Items                                                   7.01
 
 Less: 
 Provisions 
 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
 
 Add: Balance 
 brought forward
 from 
 previous year     23,912.64  21,326.35  25,554.73  22,910.58
 
 Balance 
 available
 for 
 appropriations    31,339.21  25,353.11  33,213.02  26,995.18 
 
 Appropriations
 
 General Reserve      385.00     225.00     385.00     225.00
 
 Statutory Reserve  1,500.00     810.00   1,500.00     810.00
 
 Dividend on 
 Equity 
 Shares of 
 Rs. 10/- each          524.33     348.88     524.33     348.88
 
 Tax on Dividend       89.11       6.60      89.11      56.60   
 
 Balance 
 Carried to
 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
 financial year.
 
 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.
 
 ASSET GROWTH
 
 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
 
 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
 emerging opportunities.
 
 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.
 
 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 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
 Report.
 
 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.
 
 DIRECTORS
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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.
 
 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 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
 Accountants, Mumbai.
 
 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, 2013 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 Managing 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 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
 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, 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
 year.
 
 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           P. H. Ravikumar   Rajesh Sharma
 
 Date:12th 
 August, 2013          Managing Director    Director
Source : Dion Global Solutions Limited
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