1. Company Overview
Capital Trust Limited is a public Company incorporated in India under the provisions of the erstwhile Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is Non-banking Financial Company which is registered with Reserve Bank of India (‘RBI’’). The Company is engaged in the business of Micro Finance and Small Enterprise Loan.
(A) Terms, rights and restrictions attached to equity shares:
The Company has only one class of equity shares having a par value of Rs. 10 per share (previous year Rs. 10 per share). All issued shares rank pari-passu and have same voting rights per share. The Company declares and pays dividend in indian rupees, if any. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing general meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(f) During the previous year ended 31st March 2017, 143,915 equity share were alloted to Capital Employee Welfare Trust at a price of ‘559 aggregating to ‘ 80,448,490 under the scheme of Capital Trust Employee Option Scheme 2016.
(h) During the year, no share warrants were pending for conversion into equity shares (previous year, 1,550,000 share warrants held by Managing Director were converted into equal number of equity shares at a price of Rs. 117 per equity share, balance 1,857, 500 share warrants aggregating to Rs. 54,331,875 was forfeited).
The Board has recommended dividend of Rs. 0.50 (fifty paise only) per share on 16361415 equity shares (previous year Rs. 1.50 (One Rupee and fifty paise only) per share on 16361415, which is subject to approval by the shareholders in annual general meeting.
b. Terms and conditions of secured loans and nature of security
1. Term loans from banks and financial institutions except loan from Manaveeya Development and Finance Private Limited, which is secured by way of only hypothecation of loan receivables, are secured by way of hypothecation of the outstanding loan portfolio, in addition to the fixed deposits being held as collateral security.
2. Vehicle loans from HDFC Bank were secured against hypothecation of respective vehicles.
3. In addition to the above, following loans are also secured by way guarantees:
i) All term loans from MAS Financial Services Ltd are secured by way of personal guarantee of all directors.
ii) Terms loans from AU Financiers (India) Limited, Bank of India, IDBI Bank Limited and Moneywise Financial Services Private Limited are secured by way of personal guarantee of Managing Director and corporate guarantee of a shareholder.
iii) Term loans from DCB Bank Limited, Andhara Bank, State Bank of India, Small Industries Development Bank of India, Nabkishan Finance Limited and Nabsamruddhi Finance Limited are secured by way of personal guarantee of Managing Director.
iv) Term loan from Manaveeya Development and Finance Private Limited is secured by way of personal guarantee of Managing Director and a Director.
* Represents standard assets classified in accordance with the RBI prudential norms (refer note 15(a))
** Represents non-performing assets classified in accordance with the RBI prudential norms (refer note 15(a))
(i) Represents deposits placed as margin money to avail term loans from financial institutions.
2(a) Loan to customers
Loans to customers has been classified in accordance with the directives issued by RBI prudential norms, read with accounting policy.
* Based on the expert opinion obtained by the company, crystallisation of liability on these items is not considered probable.
3 The Company has given interest free collateral free loan of Rs. 8,05,10,000 (Previous Year Rs. 8,05,10,000) in earlier year to Capital Employee Welfare Trust under the scheme Employee Stock Option Scheme (“ESOP”) to purchase equity shares of the company under such scheme. The loan is repayable by the trust under a back to back arrangement by the trust with the employees of the company.
4 The Company has created ESOP Trust for the welfare of employees in the name of Capital Employees Welfare Trust. That the Trust is holding 143915 Equity shares in the company in the category of Non promoter Non Public. The Trust has not granted any options to the employees yet.
5 Rs. 65,63,625 ( previous year Rs. 6,20,33,479) received as commission during the year from Yes Bank Limited on account of business correspondent (BC) agreement with the Bank. This BC commission is earned by the company on facilitation of advances in rural as well as urban areas on behalf of Yes Bank Limited. Total exposure of Yes Bank Limited on this portfolio is Nil as on 31 March 2018 (previous year Rs. 34,32,18,281).
6 Segment Reporting
The Company operates in a single reportable segment i.e., financing, which has similar risks and returns for the purpose of AS 17 on ‘Segment Reporting’. The Company operates in a single geographical segment ie., domestic market.
7 Operating Lease
Office premises are obtained on operating lease. Lease payments made under cancellable operating lease agreegating to Rs. 3,04,01,720 (previous year: Rs. 2,61,62,672) disclosed as rent and the same has been recognised as an expense in the statement of profit and loss.
3) Derivatives
The Company does not have any derivatives exposure in the current and previous year.
4) Disclosure relating to Securitisation
A) The Company does not have any Securitisation exposure in the current and previous year
B) Details of Financial assets sold to securitisation / reconstruction Company for assets reconstruction
The Company has not sold any financial assets to Securitisation / Reconstruction Company for assets reconstruction during the current and previous year.
D) Details of non performing financials assets purchased / sold
The Company has not purchased / sold any non-performing financial assets (relating to securitisation) during the current and previous year.
6) Exposure
(a) Exposure to real estate sector
The Company does not have any real estate exposure in the current and previous year.
(b) Exposure to capital market
The Company does not have any exposure to capital market in the current and previous year.
(c) Details of financing of parent Company products
The Company does not have a parent Company and accordingly no disclosure required.
(d) Details of single borrower limit (SGL) / group borrower limit (GBL) exceeded by the applicable NBFC The Company does not exceed any limit related to SGL and GBL in the current and previous year.
(e) Unsecured advances
All advances given by the Company are unsecured advances to its customers (refer note 15).
7) Miscellaneous
(a) Registration obtained from other financial sector regulators
The Company is registered with following other financial sector regulators (Financial regulators as described by Ministry of Finance):
(i) Ministry of Corporate Affairs
(ii) Ministry of Finance (Financial Inteligence Unit)
(b) Disclosures of penalties imposed by RBI and other regulators
No penalties imposed by RBI or other financial sector regulators during the current and previous year.
(c) Related party transactions
Details of all material related party transactions are disclosed in note 31.
(d) Ratings assigned by credit rating agencies and migration of ratings during the year
The details of ratings assigned by Credit Analysis & Research Limited (CARE) vide their report dated 06 Feb,2018: Facilities Rating
Long-term facilities BBB
(e) Remuneration of directors
Details relating to remuneration of directors are disclosed in note 31.
f. Overseas assets (for those with joint ventures and subsidiaries aboard)
The company did not have any overseas assets during the current and previous year.
g. Off-balance sheet SPVs sponsored (which are required to be consolidated as per accounting norms) The company did not sponsor any SPVs during the current and previous year.
8 Foreign currency outflow on travelling and business promotion expenses are Nil/- (previous year ‘ Nil/-)
9 Remittance in foreign currency on account of Dividends
10 Disclosures as per schedule V of securities and exchange board of india (Listing Obligation and Disclosure Requirements) Regulation, 2015.
11 Pursuant to the master direction DNBR. PD. 008/03.10.119/2016-17 issued by the Reserve Bank of India, as updated on 9 March 2017, the Company has become Systemically Important Non-Deposit taking Non-Banking Financial Company during the current year.
12 Previous year’s figures have been taken from the accounts audited by previous auditor and figures have been regrouped/ reclassified to conform to currrent year’s figures wherever required.
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