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Capri Global Capital Ltd.

BSE: 531595 | NSE: CGCL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE180C01026 | SECTOR: Finance - General

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Directors'' Report

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the audited financial statements for the financial year ended March 31, 2018.

Financial Results

The summary of the Company''s financial performance, both on a standalone and consolidated basis, for the Financial Year (FY) 2017-18 as compared to the previous FY 2016-17 is given below:

(Rs, in Lakh)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Total Revenue

36,123.98

23,825.75

39,469.74

23,508.72

Less: Operating Expenses & Provisions

12,344.75

10,090.51

14,228.60

9,726.04

Profit before Interest, Depreciation & Taxes (PBIDT)

23,779.23

13,735.24

25,241.14

13,782.67

Less: Depreciation

570.24

419.38

622.49

430.26

Less: Interest & Finance Charges

9,918.14

3,796.35

10,204.22

3,798.70

Profit Before Tax

13,290.85

9,519.51

14,414.43

9,553.71

Less: Provisions for taxation

3,890.87

3,741.03

4,007.59

3,741.48

Profit After Tax (PAT)

9,399.98

5,778.48

10,406.84

5,812.23

Add: Balance brought forward from previous year

45,727.69

41,559.21

47,057.94

42,875.71

Balance available for appropriations

55,127.67

47,337.69

57,464.79

48,687.94

Appropriations

General Reserve

-

450.00

-

450.00

Statutory Reserve

1,880.00

1,160.00

2,091.00

1,180.00

Dividend Paid

525.40

-

525.40

-

Tax on dividend paid

106.96

-

106.96

-

Balance Carried to Balance Sheet

52,615.32

45,727.69

54,741.42

47,057.94

Results of operations and state of affairs

During the year under review, the total revenue of the Company was Rs, 36,123.98 Lakh as compared to Rs, 23,825.75 Lakh during the previous year, an increase of 51.62%, while the Profit After Tax (PAT) was Rs, 9,399.98 Lakh as compared to Rs, 5,778.48 Lakh of the previous year, an increase by 62.67%, due to higher disbursements,better control over the NPAs and negligible write-offs during the year.

During the year under review, your Company has grown both the business verticals with greater emphasis on the underserved segments. The loan book grew from Rs, 1,81,659.64 Lakh of the previous year to Rs,2,61,328.02 Lakh, an increase by 43.86%.

Accordingly the loan portfolio of MSME business has grown by 28.46% to Rs, 1,55,923.35 Lakh (previous year Rs, 1,21,379.55 Lakh) and the Construction Finance business loan portfolio has grown by 74.86% to Rs, 1,05,404.67 Lakh (previous year Rs, 60,280.09 Lakh).

The year under review was a year marked by growth in Assets, Financial Resources, Manpower and geographical spread as well as unveiling of digital transformation strategy. The strategies adopted over the several years were fine tuned with marked improvements in performance capturing the learnings on the way.

The Company had adopted a strategy of going more granular and has focused on sourcing small ticket size loans in al its verticals during the year under review. This has led to lower loan average ticket size resulting in better control over delinquencies and better risk spread in the longer term.

The average ticket size for MSME loan has gone down from Rs, 43 Lakh to Rs, 26 Lakh, while the average ticket size for the Construction Finance loan has reduced from Rs, 1,200 Lakh to Rs, 992 Lakh, as compared to the previous year.

The Gross NPA of the Company stood at 1.68% and the Net NPA was at 1.44% as of March 31, 2018, which is well within the industry averages.

The gross revenue on consolidated basis has grown by 67.89% to Rs, 39,469.74 Lakh from Rs, 23,508.72 Lakh of previous year, and the consolidated PAT increased by 79.05% to Rs, 10,406.84 Lakh from Rs, 5,812.22 Lakh of previous year reflecting the first full year of operation of housing finance subsidiary.

Dividend

The Directors of your Company are pleased to recommenc a dividend of Rs, 0.30 per Equity Share (Rs, 2/- paid up per share) for the financial year ended on March 31, 2018. The dividend on Equity Shares, if approved by the shareholders at the 24th Annual General Meeting, would amount to Rs, 632.36 Lakh (inclusive of dividend distribution tax amount of Rs, 106.96 Lakh) and will be paid to those members whose names appear on the Register of Members of the Company as on July 23, 2018.

Transfer to reserves

The Company proposes to transfer Rs, 1,880.00 Lakh (previous year Rs, 1,160.00 Lakh) to Statutory Reserve created pursuant to Section 45—IC of the Reserve Bank of India Act, 1934 and none (previous year Rs, 450 Lakh) to General Reserve.

Capital adequacy ratio

Your Company''s Capital Adequacy Ratio (CAR), as of March 31, 2018, stood at 39.29% 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%, providing much needed headroom for fund raising for business operations of the Company.

Standard asset''s provisioning

Pursuant to the Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 1, 2016 issued by the Reserve Bank of India (RBI) for making a general provision at 0.40% on the outstanding Standard Assets, 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 is available for adjustment against specific Provision on Sub-standard Assets and NPAs.

Bank finance

During the year under review, your Company developed banking relationship with seven Public Sector Banks viz. United Bank of India, Dena Bank, UCO Bank, Punjab National Bank, Indian Bank, Punjab Sindh Bank and State Bank of India; five Private Sector Banks viz. Kotak Mahindra Bank, Karnataka Bank, Yes Bank, HDFC Bank and ICICI Bank; and one Foreign bank viz. Shinhan Bank.

Your Company raised funds for its working capital and business requirements from various banks and had sanctioned facilities of Rs, 1,98,500 Lakh as compared to Rs, 85,500 Lakh during the last year.

The total amount of bank loan outstanding as on March 31, 2018 was Rs, 1,21,574 Lakh as against Rs, 60,285.80 Lakh on March 31, 2017.

Fund raising through issue of NCD and CP

During the year under review, the Company raised Rs,2,500 Lakh through issue of Secured Redeemable Non-Convertible Debentures (NCDs) on Private Placement basis. The NCDs are listed on the BSE Limited. The Company also raised Rs, 45,500 Lakh through issue of Commercial Paper (CP).

Credit rating

During the year, Credit Analysis and Research Ltd. (CARE) has accorded a rating with respect to the bank facilities availed by the Company, as follows:

Nature of Borrowing

Amount

Rating

NCDs

Rs, 300 crore

’CARE A '' [A Plus]

CPs

'' 350 crore

’CARE A1 [A One Plus]

Long Term Bank Facilities

'' 2,500 crore

’CARE A '' [Single A Plus]

Unclaimed dividend and unclaimed shares

During the year under review, the Company transferred unpaid dividend, which was not claimed by the shareholders for more than seven years and related equity shares, pursuant to Section 124 of the Companies Act, 2013 and the Rules made there under to the account of Investor Education and Protection Fund (IEPF).

Unclaimed Dividend for the financial year 2009-10 amounting to '' 37,959/- was transferred to IEPF on October 18, 2017. The Company also transferred the corresponding 33,115 equity shares to IEPF on December 12, 2017, where the dividends for the last seven consecutive years were not claimed by the concerned shareholders.

Unclaimed Interim Dividend for the financial year 2010-11 amounting to ''26,593/- was transferred to IEPF on January 10, 2018. The Company also transferred the corresponding 2,500 shares to IEPF on February 09, 2018, where the dividends for the last seven consecutive years were not claimed by the concerned shareholders.

Management discussion and analysis

The Management Discussion and Analysis report for the year under review as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (’Listing Regulations''), is provided as a separate section forming part of the Annual Report.

Subsidiary companies

As on March 31, 2018, the Company has the following subsidiaries:

1. Capri Global Housing Finance Limited

2. Capri Global Resources Private Limited

3. Capri Global Asset Reconstruction Private Limited

4. Capri Global Capital (Mauritius) Limited

Performance and financial position of subsidiary companies

During the year under review, Capri Global Housing Finance Limited (’HFC'') completed its first full year of operations.

The HFC primarily serves the housing loan needs of middle and lower income families, classified as affordable housing. The HFC has earned a Profit After Tax of Rs, 1,054.06 Lakh as compared to Rs, 85.34 Lakh of the previous year. HFC achieved loan book size of Rs, 24,633 Lakh in its first full year of operations.

Capri Global Resources Private Limited (CGRPL) has incurred a loss of Rs,43.68 Lakh during the year as compared to the loss of Rs, 51.59 Lakh in the previous year.

During the year, Capri Global Assets Reconstruction Private Limited applied for registration with the RBI for undertaking the business as Assets Reconstruction Company (ARC).

During the year under review, it has started the ground work for undertaking the business of ARC, hired a competent team and firmed up business plans. Capri Global Assets Reconstruction Private Limited incurred a loss of Rs, 3.45 Lakh during the year.

Capri Global Capital (Mauritius) Limited was incorporated on January 30, 2018 as a wholly owned subsidiary of the Company with the objective of undertaking fund management business. It did not start any business during the year.

As required under Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiaries is appended as AOC - I to the Consolidated Financial statement.

In accordance with the provisions of Section 136 of the Companies Act, 2013 (’Act''), the annual financial statements and related documents of the subsidiary companies are placed on the website of the Company viz.www.capriglobal.in

Shareholders may download the annual financial statements and detailed information on subsidiary companies from the Company''s website or may write to the Company for the same. Further, the documents shall be available for inspection by the shareholders at the registered office of the Company.

All the subsidiaries are wholly owned by the Company.

Investment in subsidiaries

During the year under review, the Company infused capital in its following subsidiaries by subscribing to their equity shares:

Name of subsidiary company

Amount of capital subscribed ('' in Lakh)

Capri Global Housing Finance Limited

5000.00

Capri Global Asset Reconstruction Private Limited

249.00

Capri Global Capital (Mauritius) Limited

13.08

Material subsidiaries

There are no material subsidiaries of the Company as at March 31, 2018. However, the Board of Directors of the Company has framed a Policy for determining Material Subsidiaries and the same is available at:

https://www.capriglobal.in/system/pdfs/files/000/000/007/

original/Policy_on_Material_Subsidiaries.pdf?1518977736

Directors'' responsibility statement

In accordance with the provisions of Section 134(3)(c) of the Act and based on the information provided by the management, the Board of Directors of the Company, to the best of their knowledge and belief, confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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, 2018 and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal finance controls

The Company has put in place adequate internal controls with reference to financial statements, commensurate with the size, scale and complexity of operations. The design and effectiveness of key controls were tested and no material weaknesses were observed.

Reports on corporate governance

The Report on Corporate Governance for the year under review is forming part of the Annual Report. The certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance.

Particulars of contracts or arrangements with related parties

The Board of Directors has approved the Related Party Transactions (RPT) Policy, which is also available on the Company''s website at:

https://www.capriglobal.in/system/pdfs/files/000/000/006/

original/Policy_on_Related_Party_Transactions.

pdf?1518977720

All RPTs that were entered into during the FY 2017-18 were on an arm''s length basis and were in the ordinary course of business. There were no materially significant RPT made by the Company with Promoters, Directors, KMP or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPT as required under the provisions of Section 134(3)(h) of the Companies Act, 2013 (’Act'') in Form AOC-2 is not applicable. The Directors draw attention of the Members to Note No.27 to the Financial Statements which sets out details of related party transactions.

Corporate social responsibility

In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (’CSR'') Committee. The composition and terms of reference of the CSR Committee are provided in the Report on Corporate Governance.

The Company has also formulated a CSR Policy which is available on the website of the Company at:

https://www.capriglobal.in/system/pdfs/files/000/000/140/

original/Corporate_social_responsibility.pdf?1522650119

As part of its CSR initiatives, the Company has undertaken multiple programmes covering areas of education, livelihood development, healthcare and sanitation during the year. The projects undertaken during the year are in accordance with Schedule VII of the Act and the CSR Policy of the Company. Further, details on the prescribed CSR spend under Section 135 of the Act and the amount committed and spent during the year under review is provided in the Annual Report on CSR activities annexed to this report and marked as Annexure I.

Risk management framework

The Company has constituted Risk Management Committee in addition to the Assets Liability Management Committee (ALCO). The Company and its subsidiaries have a risk management framework and Board members are informed about risk assessment and minimization procedures during periodical review to ensure management controls risk by means of a properly designed framework. The details of the functioning of the Risk Management Committee and ALCO are provided in 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 on the development in the business environment and the risk mitigation initiatives are provided to Board at its meeting.

A detailed discussion on the identified risks and mitigation strategies is contained in the Management Discussion and Analysis forming part of the Annual Report.

Directors

During the year under review, Mr. Sunil Kapoor (DIN 01436404), resigned as an Executive Director on the Board of the Company, effective July 4, 2017. The Board, places on record its appreciation for the contribution and services rendered by Mr. Sunil Kapoor during his tenure as an Executive Director of the Company.

Pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, Mr. Bipin Kabra (DIN 02879448) was appointed as an Additional Director of the Company with effect from July 17, 2017 by the Board. Approval of the members for appointing him as a Director - Finance of the Company is being sought vide requisite resolution in the Notice convening the Annual General Meeting.

Pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination and Remuneration Committee of the Board ,Mr. Rajesh Sharma (DIN 00020037) was appointed as Managing Director of the Company by the Board of Directors of the Company at its meeting held on July 04, 2018 for a period of five years. Approval of the members for appointing Mr. Rajesh Sharma as Managing Director is being sought vide requisite resolution in the Notice convening the Annual General Meeting.

In accordance with Section 152 of the Act and the Articles of Association of the Company Mr. Quintin E. Primo III (DIN 06600839), Director will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment, and his re-appointment is recommended by the Nomination and Remuneration Committee of the Board.

As at March 31, 2018, the Company had five Independent Directors including one Woman Director.

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details of the familiarization programme are available on the website of the Company at:

https://www.capriglobal.in/system/pdfs/files/000/000/009/

original/Familiarisation-Programme-for-Independent-

Directors.pdf?1518977768

All Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further, all the Directors meet the Fit and Proper criteria as per the policy of the Company and as stipulated by RBI pursuant to the revised regulatory framework notified during the year. The terms and conditions of appointment of Independent Director is also available on the website of the Company.

The Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

Additional information and brief profile, as stipulated under Regulation 36(3) of the Listing Regulations and clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) with respect to the Directors seeking appointment / reappointment, is annexed to the Notice of the AGM. Further, the business items relating to the re-appointment of Director(s) have been included in the Notice of the AGM.

Key managerial personnel

As at March 31, 2018, the Company had the following KMPs:

1. Mr. Bipin Kabra-Director - Finance

2. Mr. Harish Agrawal - Company Secretary

Nomination and remuneration policy

The Board of Directors of the Company 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 Corporate Governance.

Employee stock option scheme

During the year under review, the Nomination and Remuneration Committee granted 15,82,500 stock options to senior management employees of the Company, which would vest over a period of five years starting from the completion of third year of their service. No employee was granted options equal to or in excess of 1% of the total issued and paid-up share capital of the Company as on the date of grant.

The applicable disclosure as stipulated under the SEBI (Share Based Employee Benefits) Regulations, 2014 and any amendments thereof as on March 31, 2018 with regard to Employees Stock Options scheme is put up on the website of the Company at link:

https://www.capriglobal.in/system/pdfs/files/000/000/159/

original/ESOS_Details_2017-18.pdf?1529059917

The Company has received a certificate from the Auditors of the Company that the 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 Auditor

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, the Members at their twenty third Annual General Meeting (AGM) held on July 17, 2017 appointed M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of Twenty Third AGM till the conclusion of Twenty Eighth AGM, subject to ratification of their appointment at every AGM.

The Central Government on May 7, 2018 has notified provisions of Companies (Amendment) Act, 2017 and pursuant to the notification; there is omission of the provisions with respect to ratification. Hence, ratification of appointment of Auditors is dispensed with in the ensuing AGM Notice.

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 adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PRS Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked as Annexure II to this Report. Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

Disclosures Board Meetings

Four meetings of the Board were held during the year, the details of which are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.

Audit Committee

The Company has constituted an Audit Committee comprising of Independent Directors. The composition, terms of reference and details of meetings held during the year are disclosed in the Report on Corporate Governance. Four meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee

The Committee met four times during the year. The composition, terms of reference and details of meetings held during the year are disclosed in the Report on Corporate Governance.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Director/Managing Director and Key Managerial Personnel and the remuneration packages payable to them. The Nomination and Remuneration Committee met four times during the year. The composition, terms of reference and details of meetings held during the year are disclosed in the Report on Corporate Governance.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, and to enable Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct. The details of the same are explained in the Report on Corporate Governance. The Whistle Blower Policy may be accessed on the Company''s website at:

https://www.capriglobal.in/system/pdfs/files/000/000/008/

original/Whistle-Blower-Policy-Website-1.pdf?1519047454

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company being a non-banking finance company, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

There were no foreign exchange earnings during the year (previous year Rs, Nil); the foreign exchange outgo by the Company during the year was Rs, 32.56 Lakh (previous year Rs, 46.85 Lakh) towards Directors'' sitting fees and travelling expenses.

Extract of Annual Return as prescribed under Section 92(3) of the Act and Rules made there under

The extract of Annual Return in MGT-9 as required under Section 92 (3) of the Act and prescribed in rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure-III to this Report.

Particulars of Loans given, Investments made, Guarantees given or Security provided by the Company

The Company being a non-banking finance company, provisions of Section 186 of the Act relating to loans, investments and guarantees given or securities provided are not applicable to the Company.

Particulars of Employees

The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company has been appended as Annexure IV of this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars as required pursuant to provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Board of Directors affirm that the remuneration paid to employees of the Company is as per the Remuneration Policy of the Company and none of the employees listed in the said Annexure/information is related to any Director of the Company.

Significant and Material Orders Passed by the Regulators or Courts

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Further, no penalties have been levied by the RBI or any other regulator during the year under review.

Reserve Bank of India Directions

Your Company is categorized as a non-deposit taking systemically important non-banking finance company (NBFC - NDSI). Accordingly, during the year, the Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal.

The Company has complied with the ’Master Direction -Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016'', amended from time to time.

Dematerialization of Equity Shares

Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2018, 99.98% of the Equity Shares are held in electronic form and only 33,410 Equity Shares out of 17,51,34,805 Equity Shares were held in physical form. In view of the numerous advantages offered by the Depository System, the Members holding shares in physica form are advised to avail of the facility of dematerialization.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaint in this regard.

Change of Registered Office

During the year under review, the Company shifted its Registered Office from 1-B, Court Chambers, 35 Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400020 to 502, A Tower, Peninsula Business Park, Lower Parel, Senapati Bapat Marg, Mumbai 400013 with effect from June 1, 2017.

Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India.

Acknowledgements

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Insurance Regulatory and Development Authority of India, other government and regulatory authorities, lenders, financial institutions and the Company''s bankers for the ongoing support extended by them.

The Directors also place on record their sincere appreciation for the continued support extended by all the stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels.

For and on behalf of the Board

Rajesh Sharma Bipin Kabra

Managing Director Director - Finance

DIN: 00020037 DIN: 02879448

Place : Mumbai

Date: July 04, 2018

Director’s Report