DIRECTORS' REPORT Dear Members, 1. Your Directors take pleasure in presenting the 29th Annual Report of the company alongwith the Audited Accounts for the year ended March 31, 2015. 2. Dividend Your Directors have recommended payment of dividend at the rate of 10% on Equity Share Capital of the company for the financial year ended March 31, 2015 . 3. Fixed Deposits The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975. 4. Review of Operations The profit before tax stands at Rs1459.22 lakhs as against Rs. 294.700 lakhs in the previous year. 5. Reserve Fund As per section 45 IC of RBI Act 1934, the Company has transferred Rs 192.91 Lakhs in reserve fund i.e aggregating of 20% of its net profit. 6. DIRECTORS Mrs. Anju Khosla was appointed as an Additional Director in the category of Women Director the Company w.e.f. March 27, 2015. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company she holds office till the ensuing AGM of the Company. 7. DECLARATION FROM INDEPENDENT DIRECTORS The Company has received declaration from Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed by the Companies Act, 2013 and the Listing Agreement. 8. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 9. BOARD 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 its own performance, the auditors individually as well as the evaluation of working of its Audit, Nomination and Remuneration and other Committees. 10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: There are no Loans, Guarantees and Investments pending in the name of Company covered under the provisions of Section 186 of the Companies Act, 2013. 11. RELATED PARTY TRANSACTION The main business of the Company is financing activities, loans granted to related party (if any) are in the ordinary course of business. All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. 12. VIGIL MECHANISM The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act , 2013 and the revised Clause 49 of the Listing Agreement with stock exchange. 13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS Pursuant to Clause 49 of the Listing Agreement the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. 14. MANAGEMENT'S DISCUSSION AND ANALYSIS In terms of the provisions of clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report. 15. Listing with Stock Exchanges The Company confirms that it has paid Annual listing fees for the financial year ended March 31, 2015 to the Bombay Stock Exchange where shares of the company are listed. 16. Directors' Responsibility Statement Pursuant to Section 134 (5) of the Companies Act, 2013 your Directors confirm the following: • that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; • that the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period. • that 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. • that the directors have prepared the annual accounts on a 'going concern' basis. • that the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. • that the systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 17. Auditors a) Secretarial Audit In 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 M/s. Ajay Mittal and Associates, firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - I. b) Internal Auditor The Company had appointed internal auditor w.e.f August 12, 2014 to carry out the internal audit functions. 18. Extract of Annual Return The details forming part of annual return in form Mgt-9 forms part of this report. 19. Audit Observations Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. 20. Corporate Governance and Shareholders' information Your Company has taken adequate steps to adhere to all the stipulations laid down in clause 49 of the Listing Agreement. A report on Corporate Governance is included a as a part of this Annual Report (Annexure II). Certificate from the Statutory Auditors of the company M/s VSH & Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report. 21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided. Detail of Foreign Exchange Earnings and outgo form part of this report. 22. Employee Particulars The information required in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended from time to time) and forming part of the Directors' Report for the year ended March 31, 2015 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the ACKNOWLEDGMENTS The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to CTL, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company. FOR AND ON BEHALF OF THE BOARD OF CAPITAL TRUST LIMITED Sd/- S Mahanti Director DIN - 01077614 Sd/- Yogen Khosla CEO & Managing Director DIN - 00203165 Date: August 12, 2015 Place: New Delhi |