Dear Members,
Capri Global Capital Limited
The Directors of the Company are pleased to present 29th Annual Report
together with the Annual Audited Consolidated and Standalone Financial Statements for the
Financial Year ended March 31, 2023.
FINANCIAL PERFORMANCE
I. Financial Highlights
The summary of the Company's Financial Performance, both on consolidated and standalone
basis, for the Financial Year 2022-23 as compared to the previous Financial Year 2021-22
is given below:
( in Million)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
11,489.94 |
7,655.51 |
14,649.97 |
9,817.53 |
Less: Operating Expenses & Provisions |
4,892.71 |
2,261.04 |
5,575.00 |
2,627.72 |
Less: Impairment on financial instruments (Expected Credit Loss) |
477.33 |
797.23 |
641.82 |
1,056.34 |
Profit before Interest, Depreciation & Taxes (PBIDT) |
6,119.90 |
4,597.24 |
8,433.15 |
6,133.46 |
Less: Depreciation |
389.67 |
73.14 |
439.13 |
98.77 |
Less: Interest & Finance Charges |
3831.38 |
2,354.85 |
5,311.18 |
3,308.47 |
Profit Before Tax |
|
2,169.25 |
2,682.84 |
2,726.23 |
Less: Provisions for taxation |
483.48 |
550.41 |
636.30 |
675.82 |
Profit After Tax (PAT) |
1,415.37 |
1,618.84 |
2,046.54 |
2,050.41 |
Profit After Tax (PAT) including Other Comprehensive Income |
1,395.69 |
1,615.63 |
2,015.09 |
2,045.49 |
Statutory Reserve pursuant to Section 45-IC of the RBI Act, 1934 |
283.07 |
323.77 |
283.07 |
323.77 |
Earnings per Share (EPS) () Basic |
7.65 |
8.82 |
11.06 |
11.17 |
Earnings per Share (EPS) () Diluted |
7.56 |
8.72 |
10.94 |
11.05 |
Net Worth |
33,340.01 |
17,601.36 |
35,178.57 |
18,857.88 |
Assets Under Management (AUM) |
76,545 |
48,856 |
103,204 |
66,329 |
OPERATIONAL PERFORMANCE/STATE OF AFFAIRS
I. Standalone Financial Performance
The Total Revenue of the Company stood at 11,489.94 Million for the year ended March
31, 2023 as against 7,655.51 Million in the previous year. The Company reported a Net
Profit of 1,415.37 Million for the year ended March 31, 2023, as compared to the Net
Profit of 1,618.84 Million in the previous year due to growth in business coupled with
better operational controls.
The AUM has grown by 56.7% and stood at 76,545 Million as against 48,856 Million in
the previous year. The Company has further strengthened its retail business vertical and
MSME AUM (including Co-Lending AUM) has grown by 31.8% to 43,580 Million having
27,164 customers (previous year 33,065 Million having 20,773 customers) with the
average ticket size at 1.7. Construction Finance business AUM (including indirect
lending) stood at 21,709 Million (15,791 Million)with 216 customers (previous year
15,791 Million with 166 customers). The management maintained its cautious approach
towards wholesale lending reducing its share to 28.4% of Standalone AUM.
The Company along with its wholly-owned subsidiary company viz. Capri Global Housing
Finance Limited, had branch presence across 736 locations spread over 15 States and UTs
during the year as compared to 117 locations spread over 12 States and UTs of the previous
year.
The Company has continued with strategy of going granular and focused on sourcing small
ticket size loans in all its verticals, spread over a wider geographical area resulting
into de-risking of the loan portfolio, better control over delinquencies, and better risk
spread in the medium to longer term.
During the year under review, the Company expanded its car loan distribution footprint
to 450 locations across 29 States and UTs (previous year 213 locations across 19 States
and UTs). During the year, the company entered into distribution alliance with 3 new banks
namely Bank of India, Indian Bank, and Punjab and Sind Bank in addition to the existing
partnership with 5 banks namely Bank of Baroda, HDFC Bank, Union Bank of India Indian
Overseas Bank, and Yes Bank. The Company achieved an origination volume of 60,133
Million by the end of March 2023 against an origination volume of 17,020 Million by the
end of previous year ended of March 2022. The Company earned a net distribution fee
revenue of 1,179 Million for the year ended March 2023 compared to a net distribution
fee of revenue of 276 Million for the year ended March 2022.
The Company had initiated co-lending mechanism with Union Bank of India (for MSME) and
State Bank of India (for Housing) during the year ended March 2022. During the year ended
March 2023, the Company tied-up with State Bank of India (for MSME), Punjab and Sind Bank
(MSME and Housing), and UCO Bank (for Housing). The Company had a total 5 co-lending
partnerships at the end of March 2023 (previous year 2).
The Company had announced its foray into Gold Loans in February 2022. The Company
formally launched its Gold Loan business in August 2022 with 108 branches across 5 States
and UTs and by the end of March 2023 had expanded the business to 562 branch loacations
across 8 States and UTs. The outstanding AUM at the end of March 2023 was 11,256
Million.
The Gross NPA of the Company stood at 1.9% and the Net NPA (Net of Total ECL Provision)
was at negative as of March 31, 2023. (-ve as of March 31, 2022). The Net NPA (Net of
Stage 3 Provisions) stood at 1.4% as of March 31, 2023 (2.0% as of March 31, 2022)
II. Consolidated Financial Performance
The Consolidated Gross Income of the Company for the Financial Year ended March 31,
2023, is 14,649.97 Million vis- a-vis 9,817.53 Million in the previous year, thereby
registering a growth of 49.22% (33.19%). Consolidated Net Profit for the Financial Year
ended March 31, 2023, is 2,046.54 Million as compared to 2,050.41 Million in the
previous year, registering (an marginal decrease of 0.19%. The Gross NPA stood at 1.7%.
Net NPA (Net of Total ECL Provision) was negative as of March 31, 2023 (-ve as of March
31, 2022).
During the year under review, swift operationalisation of new branches and
corresponding increase in human capital was effective in ensuring performance acceleration
in terms of growth in AUM, share of certain segments and customer relationships.
IT has been a major game changer in the performance delivery. The Company made
important strides in data analytics, artificial intelligence, and machine learning
technologies driven by a dedicated team of experienced tech professionals.
RESOURCE MOBILISATION
On a consolidated basis, the Company has strengthened its relationships with
banks/financial institution and got fresh sanctions of 39,200 Million during the
financial year under review. As of March 31, 2023, borrowings from public sector, private
sector banks and financial institutions in term loans / CC limits were 70,727 Million as
against 43,761 Million in FY 2021-22. During the FY 2022 - 23 the Company raised
1,000 Million through issuance of Secured Redeemable Non-Convertible Unlisted Debentures
and 1,000 Million through issuance of Commercial Paper. The Company has redeemed NCD's
amounting to 1,167 Million and CPs amounting to 1,000 Million. The outstanding NCDs as
on March 31, 2023 was 4,386 Million and the outstanding CPs as on March 31, 2023 was
Nil. The gearing of Company as of March 31, 2023 is 2.14 times.
DIVIDEND
The Directors have recommended final dividend of 0.50 per share of the face value of
2/- each for the Financial Year 2022-23 (previous year 0.50 per share). The final
dividend on Equity Shares, if approved by the Members in the upcoming Annual General
Meeting, would involve a total outgo of 103.1 Million for the Financial Year 2022-23 as
against 87.8 Million for the previous year and will be paid to those Members, whose
names appear on the Register of Members/beneficial holders' list at the close of business
hours on August 18, 2023.
Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
"the SEBI Listing Regulations"), the Board of Directors of the Company has
formulated the Dividend Distribution Policy setting out the parameters and circumstances
that will be considered by the Board in determining the distribution of dividend to its
members. The Policy is available on the website of the Company at
https://www.capriloans.in/corporate-governance/.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the Company furnished a statement /
information through Form IEPF 2 to the Ministry of Corporate Affairs, of the unclaimed
dividends amounting to 2,21,896 as on the year ended March 31, 2022. During the year,
Unclaimed Dividend for the Financial Year 2014-15 amounting to 24,405 was transferred to
Investor Education and Protection Fund on September 14, 2022.
The Company has uploaded the details of unclaimed dividend on the Company's website at
https://www. capriloans.in/unclaimed-shares-unclaimed-dividends/ and also on website
specified by the Ministry of Corporate Affairs http://www.iepf.gov.in/IEPF/services.html.
IEPF is holding 38,455 Shares of the Company, at the end of the year under review.
TRANSFER TO RESERVES
As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the
profits are required to be transferred to a Special Reserve Account. Accordingly, the
Company has transferred 283.07 Million to Statutory Reserve Account. No amount is
proposed to be transferred to General Reserve.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public within the meaning of Section 73 of the Companies Act, 2013 ("the
Act") read with the Companies (Acceptance of Deposits) Rules, 2014.
AWARDS AND RECOGNITION
The Company was recognized as a "Great Place To Work" by the Great Place to
Work Institute for a second consecutive year.
SHARE CAPITAL
As on March 31, 2023, the Authorised Share Capital of the Company stood at 720
Million (36,00,00,000 Equity Shares of 2/- each) and the Issued, Subscribed and Paid-up
Equity Share Capital of the Company stands at 412.31 Million (comprising of 206,152,844
Equity Shares of 2/- each) ( 351.31 Million comprising of 17,56,54,055 Equity Shares
of 2/- each). During the Financial Year 2022-23, the Company has issued and allotted
30,498,789 equity shares of 2 each. Out of the said shares the Company issued and
allotted 30,315,789 fully equity shares of 2 each for cash at a price of 475 per equity
share (including a premium of 473 per equity share) on Rights basis to the eligible
equity shareholders of the Company in the ratio of 11 rights equity shares for every 64
equity shares held by the eligible equity shareholders on the record date and 183,000
Equity shares were alotted on exercise of Stock Options granted to the employees of the
Company.
RBI GUIDELINES
Your Company is registered as a Non-Deposit taking Systemically Important Non-Banking
Finance Company (NBFC- ND-SI) with RBI. Accordingly, during the year, the Company has not
accepted any deposits from the public and therefore, there is no deposits which become due
for repayment or renewal. The Company has complied with the Master Directions -
Non-Banking Financial Company- Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions 2016', amended from time to time and all
other applicable Directions/regulations/circulars of RBI during the Financial Year
2022-23.
CAPITAL ADEQUACY RATIO
As on March 31, 2023, the Company's Capital Adequacy Ratio (CAR), stood at 39.9% 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 requirement (minimum of 15%), providing
much needed headroom for fund raising for business operations of the Company. The Company
raised 14,400 Million in equity capital through a Rights Issue in March 2023. This
boosted Company's CAR significantly.
EMPLOYEES' STOCK OPTION SCHEME
During the year under review, the Nomination and Remuneration Committee of the Board
has granted 430,000 stock options to the eligible employees under the Employee Stock
Option Scheme 2009. The Company has issued and allotted 1,83,000 equity shares of 2 each
on exercise of Stock Options granted to the employees of the Company.
The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, is attached to this Report as Annexure I hereto and
is also available on website of the Company at
https://www.capriloans.in/investor-information/.
A certificate from the M/s. Sandeep P Parekh & Co, Practising Company Secretary,
certifying that Employee Stock Option Scheme 2009 has been implemented in accordance with
Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and in accordance with the resolution(s) passed by the Members would be uploaded on
website of Company www.capriloans.in during the Annual General Meeting of the Company for
inspection by the Members.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
The Board has adopted accounting policies which are in line with Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015.
The Company has put in place adequate internal controls with reference to accuracy and
completeness of the accounting records and timely preparation of reliable financial
information, commensurate with the size, scale and complexity of operations and ensures
compliance with various policies and statutes in keeping with the organisation's pace of
growth, increasing complexity of operations, prevention and detection of frauds and
errors. The design and effectiveness of key controls were tested and no material
weaknesses were observed. The Audit Committee periodically, reviews and evaluates the
adequacy of internal financial control and risk management systems. Ef_cacy of Internal
control systems are tested periodically by Internal Auditors and Internal Control over
Financial Reporting is tested and certified by Statutory Auditors.
The internal financial control system of the Company is supplemented with internal
audits, regular reviews by the management and checks by external auditors.
During the year under review, no material or serious observation has been highlighted
for inefficiency or inadequacy of such controls.
SUBSIDIARY ENTITIES
(a) As on March 31, 2023, your Company has one namely Capri Global Housing Finance
Limited ("CGHFL"). CGHFL has considerably contributed to the overall growth of
your Company during the year. There has been no material change in the nature of the
business any of the subsidiary.
In accordance with Section 129(3) of the Act and Regulation 34 of SEBI Listing
Regulations, the consolidated financial statements of the Company and its subsidiary
company has been prepared and forms part of this Annual Report. A statement containing
salient features of the financial statements of the subsidiaries is stated in the
prescribed Form AOC-1 as Annexure A, attached to the Consolidated Financial Statements of
the Company.
In accordance with the provisions of Section 136 of the Act, the annual financial
statements and related documents of the subsidiary companies are placed on the website of
the Company at https://www.capriloans. in/. Members may download the annual financial
statements and detailed information on subsidiary company from the Company's website and
are also available for inspection during business hours at the registered office of your
Company. Any Member who is interested in obtaining a copy of the audited financial
statements of your Company's subsidiary may write to the Company Secretary at the
registered office of your Company.
(b) Financial Performance & position of subsidiary
1. Capri Global Housing Finance Limited Capri Global Housing Finance Limited
("CGHFL"), a registered Housing Finance Company licensed by National Housing
Bank is a wholly owned subsidiary of your Company and it primarily serves the housing loan
needs of middle and lower- income families, classified as affordable housing.
CGHFL has shown an impressive growth of 52.6% in its Assets Under Management to
26,657 Million in the Financial Year 2022-23 as against 17,474 Million in the Financial
Year 2021-22 and has increased its reach to 24,335 customers from 17,739 customers in
previous year. Total Income increased by 46.83% to 3,236.72 Million as against
2,204.36 Million in the Financial Year 2021-22. Profit after tax registered a growth of
43.70% (29.09%) at 620.47 Million in the Financial Year 2022-23 as against
431.77 Million in the Financial Year 2021-22.
FIXED DEPOSITS
The Company being non-deposit taking NBFC ND-SI, has not accepted any deposits
from the public during the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company,
Mr. Rajesh Sharma (DIN: 00020037), Managing Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.
Your Board of Directors recommend his appointment.
The brief details of the Director proposed to be re-appointed as required under
Secretarial Standard-2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual
General Meeting of the Company.
As of March 31, 2023, the Company has five Independent Directors including one woman
Director.
All the Directors of the Company have confirmed that they are not disqualified to act
as Director in terms of Section 164 of the Act.
Mr. Rajesh Sharma, Managing Directortor of the Company was appointed as Chief Financial
Officer of the Company with effect from April 23, 2022 for a tenure of one year. Mr.
Sharma was further re-appointed as Chief Financial Officer of the Company with effect from
May 22, 2023 for a period of one year.
Declaration of Independence by Independent Directors & adherence to the Company's
Code of Conduct for Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149(6) of the Act and that they qualify to be
independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of Independent Director' as mentioned under Regulation 16(1)(b) of the
SEBI Listing Regulations.
Further, all the Independent Directors have affirmed that they have adhered and
complied with the Company's Code of Conduct for Independent Directors which is framed in
accordance with Schedule IV of the Act. All the Directors meet the Fit and Proper'
criteria as per the policy of the Company and as stipulated by RBI.
Board Meetings
During the year, 7 meetings of the Board of Directors were held. Details about the
Board Meetings and Committee Meetings are given in report on Corporate Governance forming
part of this Report.
Constitution of various Committees
The Board of Directors of the Company has constituted various Committees including the
following:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Corporate Social Responsibility Committee
IV. Stakeholders' Relationship Committee
V. Risk Management Committee
Details of each of the Committees stating their respective composition and terms of
reference are uploaded on Company's website at https://www.capriloans.in/ and are stated
in brief in the Corporate Governance Report attached to and forming part of this Report.
Policies on Appointment of Directors and their Remuneration
The remuneration paid to the Directors is in line with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force). Further, the Company has in place the orderly succession
plan for the appointments at the Board and Senior Management level.
The Company's policy on Directors' appointment and remuneration and other matters as
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which forms part of this Report.
The relevant Policy(ies) have been uploaded on the website of the Company and can be
accessed through the link https://www.capriloans.in/corporate-governance/.
Annual Evaluation of Board, its Committees, and Individual Directors
The Company has devised a Policy for performance evaluation of the Board, its
Committees, and other individual Directors (including Independent Directors) which
includes criteria for Performance Evaluation of the Non-Executive Directors and Executive
Directors. The evaluation process inter alia considers attendance of Directors at Board
and Committee Meetings, acquaintance with business, code of conduct, vision and strategy,
benchmarks established by global peers, etc., which is in compliance with applicable laws,
regulations and guidelines.
The Board carried out annual evaluation of the performance of the Board, its Committees
and Individual Directors and Chairperson. The performance of each Committee was evaluated
by the Board, based on report on evaluation received from respective Board Committees.
Familiarisation Program for Independent Directors
The Company has adopted a structured programme for orientation of all Directors
including the Independent Directors at the time of their joining so as to familiarise them
with the Company its operations, business, industry and environment in which it
functions and the regulatory environment applicable to it. The Management updates the
Board Members on a continuing basis of any significant changes therein and provides them
an insight to their expected roles and responsibilities so as to be in a position to take
well-informed and timely decisions and contribute significantly to the Company. The
Independent Directors of the Company are made aware of their roles and responsibilities at
the time of their appointment through a formal letter of appointment, which also
stipulates various terms and conditions of their engagement.
Strategic Presentations are made to the Board where Directors get an opportunity to
interact with Senior Management. Directors are also informed of the various developments
in the Company through Press Releases, emails, etc.
Familiarisation Program for Independent Directors is mentioned at length in Corporate
Governance Report attached to this Report and the details of the same have also been
disclosed on the website of the Company at https:// www.capriloans.in/
corporate-governance/.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that:
a) in preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departure;
b) they have selected appropriate accounting policies and applied them consistently and
made judgements 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;
c) they have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
AUDITORS
A. ST ATUTORY AUDITORS
In terms of Section 139 of the Act, M.M. Nissim & Co. LLP, Chartered Accountants
(Firm Registration no. 107122W/W100672), were appointed as statutory auditors of the
Company for a period of three years from the conclusion of the 27th Annual
General Meeting until the conclusion of the 30th Annual General Meeting of the
Company.
M/s. M.M. Nissim & Co. LLP, Chartered Accountants, conducted the statutory audit
for the financial year 2022 - 23. There are no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory Auditors in their Audit Report for the
financial year 2022-23.
B. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations, the Company had appointed M/s. Sandeep P Parekh & Co., Practicing Company
Secretary for conducting Secretarial Audit. The Secretarial Audit Report for the financial
year ended March 31, 2023, is appended to this Report as Annexure II (A). There are no
qualifications, reservations, adverse remarks or disclaimers made by the Secretarial
Auditors, in their Audit Report for the financial year 2022-23.
In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of
material subsidiary of the Company i.e Capri Global Housing Finance Limited for the
financial year ended March 31, 2023, is annexed to this Report as Annexure II(B).
C. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor of the Company have reported any instances of frauds committed in the Company by
its Officers or Employees to the Audit Committee under Section 143(12) of the Act and
therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted Corporate Social Responsibility (CSR) Committee in accordance
with Section 135 of the Act. The CSR Policy of the Company, inter alia, list the
activities that can be undertaken or supported by the Company for CSR as envisaged in
Schedule VII of the Act, composition and meetings of CSR Committee, criteria for selection
of CSR projects, modalities of execution/implementation of CSR activities and the
monitoring mechanism of CSR activities/ projects. The details of CSR Policy of the Company
are available on the website of the Company at https://www.
capriloans.in/corporate-governance/. The composition and terms of reference of the CSR
Committee are provided in the Report on Corporate Governance.
In terms of Section 135 of the Act, the details of the CSR spent during the year under
review is provided in the Annual Report on CSR activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 and attached to this Report as
Annexure III.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement, review and monitor the risk management plan for the Company and ensuring its
effectiveness in addition to Asset Liability Management Committee(ALCO') which
monitors and manages the liquidity and interest rate risks. The Company and its subsidiary
have a risk management framework and the Committee on timely basis informs the Board
Members about risk assessment and minimisation procedures which in the opinion of the
Committee may threaten the existence of the Company, if any. The Audit Committee has
additional oversight in the area of credit & liquidity risks, interest rate risk, and
operational risk. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
The details of the functioning of the Risk Management Committee and frequency of its
meetings 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.
The development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the disclosures pertaining to remuneration and other details as required under
the Act and the above Rules, are appended to this Report as Annexure IV.
As per the provisions of Section 136(1) of the Act, the reports and accounts are being
sent to the Members of the Company excluding the information regarding employee
remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The same is available for
inspection and any Member interested in obtaining such information may write an email to
the Company Secretary at secretarial@capriglobal.in and the same will be furnished on such
request.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors of the Company has formulated a policy on dealing with Related
Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing
Regulations. The same is displayed on the website of the Company at
https://www.capriloans.in/corporate-goverance/. This policy deals with the review and
approval of related party transactions. All related party transactions are placed before
the Audit Committee for review and approval.
During the year under review, all the related party transactions were entered in the
ordinary course of business and on arm's length basis. All related party transactions as
required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 41 of
Standalone Financial Statements.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, there are no related party transactions that are required to be
reported under Section 188(1) of the Act in the prescribed Form AOC-2.
ANNUAL RETURN
Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the
annual return for financial year ended March 31, 2023, can be accessed on our website at
https://www.capriloans.in//investor-information/.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management
Discussion and Analysis Report forms part of this Report.
REPORT ON CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governance
practices. Your Company is committed to transparency in all its dealings and places high
emphasis on business ethics. In terms of Regulation 34 of the SEBI Listing Regulations,
the Report on Corporate Governance for the financial year ended March 31, 2023, along with
the certificate from the Secretarial Auditors of the Company confirming the compliance
with Regulations of Corporate Governance is annexed to the Report on Corporate Governance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34 of the SEBI Listing Regulations, the "Business Responsibility
and Sustainability Report" is appended as Annexure V and forms part of this Report
and can also be accessed on the Company's website at www. capriloans.in.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
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 and to report incidents of leak or suspected leak of
unpublished price sensitive information. Adequate safeguards are provided against
victimisation of those who avail of the mechanism and direct access to the Chairman of the
Audit Committee in exceptional cases is provided to them. The Whistle Blower Policy is
available on the website of your Company at https://www.capriloans.in/ corporate-
goverance/.
During the year under review, one complaint was received under the Whistle Blower
mechanism which was discussed at the Audit Committee meeting and was suitably disposed
off.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHIBITIONANDREDRESSAL) ACT, 2013
Your Company has adopted zero tolerance for sexual harassment at workplace and has
formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work
Place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules
framed thereunder for prevention and redressal of complaints of sexual harassment at
workplace. Your Company has complied with provisions relating to the constitution of
Internal Committee under the POSH Act. During the year under review, no complaints were
received from any of the employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being engaged in the financial services activities, its operations are not
energy intensive nor does it require adoption of specific technology and hence information
in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is
not applicable to the Company. Nevertheless, the Company is vigilant on the need for
conservation of energy.
During the Financial Year 2022-23, the Company's foreign exchange earnings were NIL and
outgo was 14.39 Million as against 1.47 Million in the previous year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
The Company being a Non-Banking Finance Company, the provisions of Section 186 of the
Act pertaining to granting of loans to any persons or bodies corporate and giving of
guarantees or providing security in connection with loans to any other bodies corporate or
persons are not applicable to the Company.
As regards investments made by the Company, the details of the same are provided under
Notes in the Financial Statements of the Company for the year ended March 31, 2023,
forming part of this Annual Report.
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 which have occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS
During the Financial Year 2022-23, there were no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and the
Company's operations in future. Further, no penalties have been levied by the RBI or any
other regulator during the year under review.
LISTING
Equity Shares of your Company are listed on National Stock Exchange of India Ltd. and
BSE Ltd. Your Company has paid required listing fees to Stock Exchanges for FY 2023-24.
MAINTENANCE OF COST RECORDS
The maintenance of cost records, for the services rendered by the Company, is not
required pursuant to Section 148 (1) of the Act read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014.
MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In terms of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the
Listing Regulations, has been obtained from Mr. Rajesh Sharma, Managing Director for the
Financial Year 2022-23 with regard to the Financial Statements and other matters. The said
Certificate is attached herewith as Annexure VI and forms part of this Report.
DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE ("IBC")
No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016
("IBC") was made against the Company during the financial year under review.
DISCLOSURE OF ONE TIME SETTLEMENT
The Company did not avail any such onetime settlement during the Financial Year.
Therefore, disclosure of 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 is not applicable to the Company.
ACKNOWLEDGEMENT
Your directors acknowledge the support extended by the Securities and Exchange Board of
India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies and
all other Governmental and Regulatory Authorities for the guidance and support received
from them including their officials from time to time.
Your directors also place on record their sincere appreciation for the continued
support extended by the Company's stakeholders including investors, customers, banks,
financial institutions, rating agencies, debenture holders, debenture trustees and
well-wishers during the year.
Your directors place on records their appreciation of the contribution made by the
employees of your Company and its subsidiaries at all levels. Your Company's consistent
growth was made possible by their hard work, solidarity, co- operation and support.
For and on behalf of Board of Directors
Capri Global Capital Limited
Sd/- |
Sd/- |
Rajesh Sharma |
Beni Prasad Rauka |
Managing Director |
Independent Director |
(DIN: 00020037) |
(DIN: 00295213) |
Date: May 22, 2023 |
|
Place: Mumbai |
|
|