Your directors take pleasure in presenting the 39th Annual Report on
the business and operations of your company, along with the standalone and consolidated
audited financial statements for the year ended March 31, 2025.
1. FINANCIAL RESULTS
The Company's financial performance for year ended 31st March,
2025 is summarized below:
| Particulars |
Financials |
|
2024-25 |
2023-24 |
| Total Income from operations |
9600.033 |
7958.23 |
| EBIDTA |
2125.65 |
1352.50 |
| Less: |
|
|
| Interest |
1917.31 |
1022.10 |
| Depreciation |
46.26 |
42.28 |
| Profit Before Tax |
162.08 |
288.12 |
| Profit/(Loss) after tax |
110.09 |
214.63 |
| Available for appropriation |
111.09 |
214.63 |
| Transfer to Reserve fund u/s 45IC of RBI Act, |
22.01 |
43.23 |
| 1934 |
|
|
2. FINANCIAL PERFORMANCE
In FY 2024 25, the company reported a significant increase in
operational income and EBIDTA. However, interest expenses nearly doubled, rising from
1,022.10 lakhs to 1,917.31 lakhs, which substantially impacted profitability. Despite a
marginal rise in depreciation, Profit Before Tax declined to 162.08 lakhs from 288.12
lakhs in the previous year. Consequently, Profit After Tax dropped to 110.09 lakhs from
214.63 lakhs. The amount available for appropriation also declined, with 22.01 lakhs
transferred to the Reserve Fund under Section 45IC of the RBI Act, as against 43.23 lakhs
in FY 2023 24.
Capital Trust enjoys a positive reputation with stakeholders and a
proven history of timely repayments. Our credit rating stands at BB+ (SO) by Care Ratings
as of 31st March, 2025.
Capital Trust is well-positioned to navigate the evolving NBFC
landscape. We are actively exploring opportunities in South India - for example MSME
lending, secured lending, etc. Our focus remains on delivering value to our customers
through tailored financial solutions, technological advancements, and an unwavering
commitment to responsible lending.
3. FUND RAISING
In total, the company has raised Rs.11394 Lakhs during the year in the
form of Term loans, PTCs, and Direct Assignments from Banks and NBFCs. Further, the
company has disbursed Rs.23465 Lakhs during the year both under own funding and
partnership model.
4. SHARE CAPITAL
During the year under review, there has raised capital through
preferential allotment of 648287 equity shares. . The paid up capital of the company has
changed to 17,00,97,020 divided to 1,70,09,702 equity shares of Rs. 10/- each.,
5. DIVIDEND
Your directors have not recommended any dividend. Your Company has
formulated a dividend Policy in accordance with the Securities and Exchange Board of India
(Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI LODR
Regulations') to bring transparency in the matter of the declaration of dividends and
to protect the interest of investors. The Dividend Distribution Policy forms part of this
Report.
During the year Rs. 812545 out of unclaimed dividend account was to be
transferred to Investor Protection and Education Fund. However, there is Rs. 0.05 Crores
lying in unpaid paid dividend account of the company pertaining to year 2017-18 and
2018-19.
6. RESERVE FUNDS
During the year, the company has transferred Rs. 22.01 Lakhs to the
reserve fund, in accordance with Section 45 IC of the RBI Act, 1934.
7. CREDIT RATING
As of March 31, 2025, the Company's credit rating stood at BB+ (SO)as
assessed by Care Ratings.
8. CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act, 2013 and
Accounting Standards (AS) - 21, there is no requirement of Consolidated Financial
Statements as on 31st March, 2025 as the company does not have any subsidiary.
9. PARTICULARS OF SUBSIDIARY COMPANIES
The Companydoes not have any subsidiary company as on 31st March,
2025..
10. COMPLIANCE WITH RBI GUIDELINES:
Your Company is compliant with all the applicable RBI regulatory norms.
The company is complying with all the provisions of the master directions in this regard.
11. CAPITAL ADEQUACY
As of March 31, 2025, the company's consolidated Capital Adequacy Ratio
was reported at 29%, signifying robust capital reserves to facilitate future growth
initiatives.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company that have occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report.
However, the company is proposing to raise equity through rights allotment for which the
board resolution was passed on 12th June, 2025 .
13. CHANGES IN NATURE OF BUSINESS
There has not been any change in the nature of Business and the company
continues to do the business as a Non- Banking Finance Company.
14. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135(1) of the Companies Act, 2013, the
company has a Corporate Social Responsibility Committee comprising of the below members:
| Name |
Designation |
Category |
| Mr. Pawan Dubey |
Chairman |
Independent Director |
| Mr. Yogen Khosla |
Member |
Managing Director |
| Mr. Vahin Khosla |
Member |
Executive Director |
| Mr. Sanjiv Syal |
Member |
Independent Director |
Section 135 of the Companies Act 2013 provides the threshold limit for
applicability of the CSR to a Company: 1. net worth of the company to be Rs 500 crore or
more; or
2. turnover of the company to be Rs 1000 crore or more; or 3. net
profit of the company to be Rs 5 crore or more.
The company does not meet any of the criteria for the FY 2024-25 and
therefore Section 135 does not apply to the company. However the calculations of the CSR
Amount (Rs in Lakhs) for the year 2024-25 Average Profit for preceding 3 years (A)
(1810.51)
| Particular |
FY 2023-24 |
FY 2022-23 |
FY 2021-22 |
| Net Profit as per Section 198 |
214.63 |
(4564.13) |
(1082.05) |
| Minimum amount of CSR |
2% of (A) |
- |
|
15. RISK MANAGEMENT FRAMEWORK
The company's risk management committee is pivotal in safeguarding our
enterprise. This committee assists the Board in overseeing a comprehensive risk management
framework that strategically addresses potential risks across a broad spectrum. This
includes market, financial, credit, liquidity, interest rate, equity price, security, IT,
legal, regulatory, and reputational risks. We actively identify, assess, monitor, and
mitigate these risks to protect our business objectives and ensure long-term success.
Our approach extends beyond mere risk identification. We have
implemented a robust risk management infrastructure that enables us to develop and
implement effective mitigation strategies proactively. The Committee works with the Board
and Audit Committee to ensure transparency and oversight. Major risks and corresponding
mitigation measures are thoroughly evaluated for maximum effectiveness. This integrated
approach, working in tandem with our management systems, organizational structures,
processes, standards, and code of conduct, forms a strong defense against the risks
inherent in our industry.
In 2024, we made significant enhancements to our Integrated Enterprise
Risk Management, Internal Controls Management, and Assurance Frameworks. These
improvements help maintain a holistic view of risks, optimize mitigation strategies, and
streamline internal control and assurance activities. Our Risk Management Policy
underscores this unwavering commitment to mitigating all current and future material
risks. This proactive approach drives business growth, ensures continuity, and bolsters
financial stability.
We recognize that effective risk management is not a static process.
Our team is dedicated to ongoing evaluation and improvement of our risk management
strategies. This forward-thinking approach prepares us to address the evolving risk
landscape, fostering a culture of risk awareness, facilitating innovation, and laying the
groundwork for sustainable long-term growth.
16. CORPORATE GOVERNANCE
The Company is in compliance with the Corporate Governance requirement
of Companies Act, 2013 also those set out by SEBI. The Company has also adhered to the
Guidelines on Corporate Governance adopted in accordance with Chapter XI - Corporate
Governance of RBI Master Directions. The Company has also implemented several best
corporate governance practices as prevalent globally. The report on Corporate Governance
as stipulated under Listing Regulations forms an integral part of this Report. The company
has also adopted various Social and Environmental policies and the same is placed on the
website of the company www.capitaltrust.in.
A certificate from statutory auditors M/s JKVS & Co., Chartered
Accountants, confirming compliance with the condition of Corporate Governance as
stipulated under the listing Regulation also form part of the Annual Report.
17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. During the Financial Year under review, your Company had
not entered into any arrangements, which constitutes Related Party Transactions covered
within the purview of Section 188(1) of the Act. Accordingly, requirement of disclosure of
Related Party Transactions in terms of Section 134(3)(h) of the Act is provided in Form
AOC-2 is not applicable to the Company.
Further as required by RBI Master Directions, ‘Policy on
transactions with Related Parties' can be accessed on the website of the Company at
www.capitaltrust.in
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186(4) of the Companies Act, 2013 requiring
disclosure in the financial statements of the full particulars of the loans given,
investment made or guarantee given or security provided and the purpose for which the loan
or guarantee or security is proposed to be utilised by the recipient of the loan or
guarantee or security is not applicable to us.
19. PUBLIC DEPOSITS
Being a Non Deposit taking Non-Banking Financial Company, your Company
has not accepted any deposits from the public under section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
20. ANNUAL RETURN
The Annual Return in Form MGT-7, as per provisions of Section 92(3) and
134(3) (a) of Companies Act, 2013 and rules thereto, is available on website of the
company at www.capitaltrust.in
21. NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (five) times during the financial year 2024-25 viz., on
May 28, 2024, June 20, 2025, August 13, 2024, November 14, 20213 and February 14, 2025.
The maximum interval between any two meetings did not exceed 120 days.
The details of these meetings are given in Corporate Governance Report, which forms part
of Directors' Report.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors
state that:
i. in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
ii. 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, 2025
and of the profit of the Company for the year ended on that date;
iii. 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;
iv. the Directors have prepared the annual accounts on a 'going
concern' basis; v. the Directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
23. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS
The Company has adequate internal controls and processes in place with
respect to its operations, which provide reasonable assurance regarding the reliability of
the preparation of financial statements and financial reporting as also functioning of
other operations. These controls and processes are driven through various policies and
procedures. During the year, such controls were tested and no reportable material weakness
in the design or operations were observed.
24. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) RETIRE BY ROTATION
During the year under review, Mr. Vahin Khosla (DIN-07656984), Director
of the Company, retires by rotation. He being eligible offers himself for reappointment as
Executive Director of the Company.
b) APPOINTMENT/ RESIGNATION
During the year, Mr. Sanjiv Syal was appointed as independent director
w.e.f 7th May 2024.
BOARD'S INDEPENDENCE
Based on the confirmation/disclosures received from the Directors and
on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of
Listing Regulations :-
1. Mr. Sanjiv Syal (DIN 00271256)
2. Ms. Suman Kukrety (DIN 08730773)
3. Mr. Pawan Dubey (DIN 01767875)
4. Mr. Govind Saboo (DIN 06724172)
Declaration by Independent Directors:
Independent Directors have submitted the declaration of Independence,
as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of
Independence as provided in section 149(6) of the Companies Act, 2013 and are not
disqualified from continuing as Independent Directors.
25. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION
POLICY
The appointment of the directors of the company is as per the Policy
framed for the Selection and Appointment of Directors. The policy is in compliance with
the provisions of the
Companies Act, 2013 and SEBI Listing (Obligations and Disclosure
Requirements) Regulations. The directors are appointed on the recommendation of the
Nomination and Remuneration Committee. The Policy is available on the website of the
Company at www.capitaltrust.in
26. NOMINATION AND REMUNERATION POLICY
The Company pursuant to the provisions of Section 178 of the Companies
Act, 2013 has formulated and adopted a nomination and remuneration policy which is
disclosed on our website.
27. ANNUAL EVALUATION OF BOARD MEMBERS
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive
directors.
Pursuant to the provisions of the Companies Act 2013 and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and
Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations"), the Board is required to carry out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the Audit
Committee, Nomination and Remuneration Committee.
The executive Directors are evaluated on the basis of
| Organizational goals |
Persistence |
Continuous improvement |
Decency |
| Humility External communication and relationship building |
Integrity Enhancing potability |
Setting a vision for company's work Understanding of and
commitment to the company |
Managing execution Building strong organisation |
The Independent Directors are evaluated on the basis of:
Structure of the Board - Competency, Experience and Qualifications of
directors, Diversity in Board under various parameters, Appointment Process Meetings of
the Board - Regularity of meetings and adequacy, discussions and recording of dissent, if
any.
Recording of minutes, dissemination of information
Functions of the Board - Role and responsibilities of the Board
Strategy and performance evaluation Management of Conflict of interest
Stakeholder value and responsibility Corporate culture and values Facilitation of
independent directors
Evaluation of performance of the management and feedback Independence
of the management from the Board
Access of the management to the Board and Board access to the
management
The company has also formulated familiarisation of Independent
Directors. The details of programmes for familiarisation of 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 and related matters are put up
on the website of the Company www.capitaltrust.in.
A statement on formal evaluation of the Board is mentioned in the
Corporate Governance Report which is provided separately in this Annual Report.
Information on Directors Appointment /Re-appointment
A brief resume of the Director proposed for the
appointment/re-appointment at the ensuing Annual General Meeting, the nature of his/her
experience in specific functional areas and name of Companies in which he hold
Directorship and Membership of committees of the Board are provided in the Notice of the
Annual General Meeting of the company.
28. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and Listing Regulations, the
Company has following Committees in place:
Audit Committee
Stakeholders' Relationship Committee Corporate Social
Responsibility Committee Nomination and Remuneration Committee Risk Management Committee
The company also has Asset Liability Committee.
Details of the said Committees along with their charters, composition
and meetings held during the financial year, are provided in the "Report on Corporate
Governance", as a part of this
Annual Report.
29. EMPLOYEE STOCK OPTION SCHEME
Capital Employee Welfare Trust under Capital Trust Employee Stock
Option Scheme, 2016 holds 143915 shares. The trust has not granted any shares to employees
yet. There has not been any further allotment of shares to the Trust.
30. 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 to the appropriate
authorities concerns about unethical behaviour, actual or suspected, fraud or violation of
the Company's code of conduct policy and provides safeguards against victimization of
employees who avail the mechanism and also provide for direct access to the Chairman of
the Audit Committee. The provisions of this policy are in line with the provisions of the
Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations 2015. The policy is
available on the website of the company www.capitaltrust.in.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES
The Company is in compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a prevention of sexual
harassment policy in place. The Directors further state that during the year under review,
there was no case filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The policy on Sexual Harassment of
Women at Workplace is available on the website of the company www.capitaltrust.in.
32. AUDITORS AND AUDITORS' REPORT
a) Statutory Auditors
The Statutory Auditors of the Company M/s JKVS & Co. Chartered
Accountants (Firm Registration No. 302049E), were appointed as the statutory auditor of
the from Extraordinary General Meeting held on 12th March, 2022 for the period of 5 years
on such remunerations may be mutually agreed between the Board of Directors of the Company
and the Auditors. The same is being ratified.
b) Secretarial Audit
Section 204 of the Companies Act, 2013 inter-alia requires every listed
company to annex with its
Board's report, a Secretarial Audit Report given by a Company
Secretary in practice, in the prescribed form.
The Board has appointed M/s Shashank Sharma and Associates, firm of
Practising Company Secretaries, to conduct Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 forms
part of this Report. The Report does not contain any qualification, reservation or adverse
remark.
c) Internal Auditor
The Company had appointed Mr. Vijay Malviya as Internal Auditor. The
Internal Auditor has submited reports on quarterly basis which is placed before the audit
committee of company.
33. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
(i) Statutory Auditor's report
There are no disqualifications, reservations, adverse remarks or
disclaimers in the auditor's report.
However, the auditors have observed that:
A. According to the information and explanations given to us and on the
basis of our examination of the records of the Company, amounts deducted/accrued in the
books of account in respect of undisputed statutory dues including Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Value Added
tax, Cess and other statutory dues, to the extent applicable, with the appropriate
authorities. There were no undisputed outstanding statutory dues as at the year end for a
period of more than six months from the date they became payable other than Provident Fund
amounts to Rs. 4.27
Lakhs, Employees' State Insurance amounts to Rs. 1.06 Lakhs and
Professional Tax amounts to Rs. 1.34 Lakhs..
In response to that it is submitted that the there were some employees
where there is mismatch between the name in their Adhar and PAN and therefore their UAN is
either not generated or not linked. Therefore the amount can not be deposited. The company
has separately parked this amount and will deposit once the issue is resolved by
employees.
B. Based upon the audit procedures performed and considering the
principles of materiality outlined in Standards on Auditing, for the purpose of reporting
the true and fair view of the financial statements and according to the information and
explanations given to us, we have neither come across any instance of fraud by the Company
or on the Company noticed or reported during the year nor have we been informed of any
such case by the management during the course of audit except frauds discovered by the
Company aggregating Rs. 4.09 Lakhs committed by employees by embezzlement of cash against
which the full amount has been provided for doubtful in the statement of profit and loss.
In response, it is submitted that the nature of the business involves
some clients repaying their loan installments in cash at the branch office. In a few
instances, employees did not deposit this cash in the bank and absconded with the money.
The company has already recovered a portion of the lost funds and has initiated action
against those employees.
(ii) Secretarial Auditor's Report
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark made by Secretarial Auditor.
(iii) Internal Auditors' Report
The Internal Audit Reports does not contain any qualification,
reservation or adverse remark made by Internal Auditor.
34. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS
Based upon the audit procedures performed and considering the
principles of materiality outlined in Standards on Auditing, for the purpose of reporting
the true and fair view of the financial statements and according to the information and
explanations given to us, we have neither come across any instance of fraud by the Company
or on the Company noticed or reported during the year nor have we been informed of any
such case by the management during the course of audit except frauds discovered by the
Company aggregating Rs. 4.09 Lakhs committed by employees by embezzlement of cash against
which the full amount has been provided for doubtful in the statement of profit and loss.
In response to that it is submitted that the nature of the business is
such that cash is collected from customers and same is to be deposited in the bank
account. In some cases the employees take away the cash. The company has zero tolerance
towards the frauds and legal action is taken against the fraudulent employees .
35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There are no amounts due and outstanding to be credited to Investor
Education and Protection Fund as at 31st March, 2025.
36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN
COMPANY'S SECURITIES
Your Company has formulated Code of Conduct for Prevention of Insider
Trading in
Company's Securities (‘Code') in accordance with SEBI
(Prohibition of Insider Trading)
Regulations, 2015, as amended. The objective of this Code is to protect
the interest of Shareholders at large, to prevent misuse of any price sensitive
information and to prevent any insider trading activity by way of dealing in securities of
the Company by its Designated Persons. Ms. Tanya Sethi, Company Secretary and Compliance
Officer of the Company is authorized to act as Compliance Officer under the Code.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy/ Technology Absorption
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.
Foreign Exchange Earnings and Outgo
The Foreign exchange earnings for the FY 2024-25 were Nil.
Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil
38. EMPLOYEE REMUNERATION
A. The statement containing particulars of employees as required under
Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given below:
| S. No. Details |
Disclosure by the |
|
Company |
| 1. The ratio of the remuneration of each Whole time
director to the median remuneration of the employees of the company for the financial year |
Managing Director : 105:1 Joint Manging Director : 50:1 |
| 2. The percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year |
Managing Director : Nil Joint Manging Director : 20% Chief
Financial Officer : 7% Company Secretary: 10% |
| 3. The percentage increase in the median remuneration
of employees in the financial year; |
Nil |
| 4. The number of permanent employees on the rolls of
Company |
1652 |
| 5. Average percentile increase already made in the
salaries of employees other than the managerial personnel in the last financial year and
its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration |
There has been 10% increase in remuneration of employees
during the year. |
| 6. Affirmation that the remuneration is as per the
remuneration policy of the company |
Yes |
b. In accordance with the provisions of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and
particulars of the top ten employees in terms of remuneration drawn are set out below:
a. if employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than One Crore Two lakh
rupees :
| S. No. Particulars |
Details |
| 1. Name and Designation |
Mr. Yogen Khosla,Managing Director |
| 2. Remuneration received |
Rs. 179.467 Lakhs |
| 3. Nature of Employment |
Permanent |
| 4. Qualifications |
Mr. Yogen Khosla is a commerce and Experience graduate from
Loyola College, Chennai. He introduced the company into retail lending of Micro loans in
rural and semiurban areas in 2008. He has led the company to being adjudged as to one of
the top 100 Small and Medium Enterprises in India by India SME Forum in 2017. |
| 5. Date of Commencement of Employment |
01-04-2003 |
| 6. Age |
63 |
| 7. Last Employment |
Associated with the company since inception |
| 8. Percentage of Equity Shares Held |
36.91% |
b. if employed for a part of the financial year, was in receipt of
remuneration for any part of that year, pro rata rate which, in the aggregate, was not
less than Eight Lakhs Fifty thousand rupees per month; NIL
c. if employed throughout the financial year or part thereof, was in
receipt of remuneration in that Year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. : NIL
39. GRIEVANCE REDRESSAL
Your Company has adopted a well-structured customer grievance redressal
mechanism and provides customers a reliable and easily accessible interface for timely and
fair resolution of enquires & complaints. The helpline Number is printed on each
document shared with the customers and a person is dedicated to address the customer
grievances. The helpline number is available in each branch with the contact person and
the contact details of the Officials of the Reserve Bank of India for escalation of
grievances if company is unable to redress the complaints. Grievance Redressal Mechanism
is also available on the website of Capital Trust to facilitate easy access.
40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There have been no significant and material orders passed by the
Regulators or Courts or
Tribunals impacting the going concern status and company's
operations in future.
41. ADDITIONAL DISCLOSURES UNDER COMPANIES (ACCOUNTS) RULES, 2014
a. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the Financial Year:
During the Financial Year under review, the Company has made neither
any application nor any proceeding is pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016), therefore, it is not applicable to the Company.
b. The details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
During the Financial Year under review, it is not applicable to the
Company.
42. DIVIDEND DISTRIBUTION POLICY
(i) Scope and Purpose
a. Capital Trust Limited ("the Company") equity
shares are listed on the BSE Limited and the National Stock Exchange of India Limited.
b. This Dividend Distribution Policy ("the Policy")
defines conditions to be considered by the Board for recommending / paying a dividend to
the shareholders of the Company. The Board of Directors will recommend any interim /
annual dividend based on this Policy, applicable laws, as well as any specific financial
or market conditions prevailing at the time.
c. Subject to the factors mentioned in para 1.2 above, the Company has
a consistent dividend policy for "distribution of dividend out of profits and the
Board may recommend the rate".
d. The Policy set out the broad criteria to be considered for
determining the proposed dividend to appropriately reward shareholders through dividends
while supporting the future growth of the Company.
(ii) Dividend Policy
a. Dividend Distribution Philosophy
i. The Company believes in long term value creation for its
shareholders while maintaining the desired liquidity and leverage ratios and protecting
the interest of all the stakeholders. Accordingly, the focus will continue to be on
sustainable returns in terms of dividend, in consonance with the dynamics of business
environment.
b. The circumstances under which shareholders may not expect dividend
i. The Company shall comply with relevant statutory requirements that
are applicable to the
Company in declaring dividend or retained earnings. Generally, the
Board shall determine dividend for a particular period after taking into consideration
financial performance of the Company, advice of executive management and other parameters
described in the Policy.
c. The financial parameters that shall be considered while declaring
dividend
i. As in the past, subject to provisions of applicable law, the
Company's dividend pay-out will be determined based on available financial resources,
investment requirements and taking into account optimal shareholder return. ii. Based on
above and, subject to factors mentioned in para 2.4 below, the Company will endeavour to
maintain steady level of dividend.
d. The internal / external factors that shall be considered for
declaration of dividend i. When recommending / determining the dividend, the company
will consider, amongst other matters:
1. actual results for the year and the outlook for business operations
2. providing for anticipated capital expenditures or acquisitions to
further enhance shareholder value or meet strategic objectives 3. setting aside cash to
meet debt repayments
4. changes in cost and availability of external financing 5. level of
dividends paid historically
6. retaining earnings to provide for contingencies or unforeseeable
events 7. the overall economic environment including taxation
8. changes in government policy, industry rulings and regulatory
provisions e. Policy on utilization of retained earning i. The utilization of
retained earnings will include:
1. Inorganic / organic growth
2. Diversification opportunities / capital expenditure
3. Fund based requirement of company, its subsidiaries, joint ventures
and/or other investee companies
4. General corporate purposes including contingencies
5. Investments in the new/existing business
6. Any other permitted use under the Companies Act, 2013 and applicable
laws
f. Provisions with regard to various classes of shares
i. The provisions contained in this policy shall apply to all classes
of shares of the Company.
It may be noted that currently the Company has only one class of
shares, namely, equity shares.
(iii) Review and Disclosure
a. This policy will be reviewed and amended, as and when, required by
the Board and/or under applicable laws. Any revisions in the Policy will be communicated
to shareholders in a timely manner.
(iv) Limitation
a. In the event of any conflict between the Act or the SEBI Regulations
or other statutory enactments ("the Regulations") and the provisions of this
policy, the Regulations shall prevail over this policy. Any subsequent amendment /
modification in the Regulations, in this regard, shall automatically apply to this policy.
(v) Disclaimer
a. The Policy does not constitute a commitment regarding future
dividends of the
Company, but only represents a general guidance regarding payment of
dividend.
b. The statement of the policy does not in any way restrict right of
the board to use its discretion in the recommendation of the dividend to be distributed
considering various factors mentioned in the policy. Further, subject to the provisions of
applicable laws, the board reserves the right to depart from the policy as and when
circumstances so warrant.
43. REGISTER E-MAIL ADDRESS
To contribute towards a greener environment, the Company again proposes
to send documents like general meeting notices/other notices, annual report, audited
financial statements, boards' report, auditors' report or any other document, to
members in electronic form at the e-mail address provided by them and/or available to the
Company by the Depositories. Members who have not yet registered their e-mail address
(including those who wishes to change their already registered e-mail address) may get the
same registered/updated either with his / her depository participants or by writing to the
Company / RTA.
44. ACKNOWLEDGMENTS
The Board of Directors acknowledge and place on record their
appreciation for the guidance, co-operation and encouragement extended to the Company by
the Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Securities
and Exchange Board of India, National Stock Exchange of India Limited, Bombay Stock
Exchange Limited and other concerned Government departments/agencies at the Central and
State level as well as various domestic financial institutions/banks, agencies etc. Your
Directors also convey their gratitude to the shareholders, various Banks/Multilateral
agencies/financial Institutions/ credit rating agencies for the continued trust and for
the confidence reposed by them in CTL.
The Company is also thankful to the Statutory Auditors and Secretarial
Auditor for their constructive suggestions and co-operation. We would also like to place
on record our appreciation for the untiring efforts and contributions made by the
employees towards the growth of the Company.
| FOR AND ON BEHALF OF THE BOARD |
| OF CAPITAL TRUST LIMITED |
| Yogen Khosla |
| Chairman and Managing Director |
| DIN-00203165 |
| Dated: 27.05.2025 |
| Place: New Delhi |
|