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Directors Report of Capital Trade Links Ltd.
Mar 31, 2025
The Board of Directors of the Company (âBoardâ) hereby submits the Board Report for the Financial Year ended on 31st March, 2025 (âBoard Reportâ) on the business, operations and performance of Capital Trade Links Limited (âthe Company"/ "CTLâ) along with audited financial statements of the Company for the Financial Year ended 31st March, 2025.
The Company''s Financial Performance for the year ended as on 31st March, 2025 when contrasted with the earlier year is summed up as beneath. The financial statement of the Company is prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Companies Act, 2013 as amended from time to time.
|
(Rs. In Lakhs) |
|||
|
Sl. No. |
Particulars |
F.Y. ended 31.03.2025 |
F.Y ended 31.03.204 (Restated) |
|
i. |
Revenue from operations |
2519.91 |
3555.02 |
|
ii. |
Other Income |
299.50 |
837.14 |
|
iii. |
Total Income |
2819.42 |
4392.16 |
|
iv. |
Total Expenses |
2344.32 |
3084.59 |
|
v. |
Profit before tax (iii-iv) |
475.10 |
1307.56 |
|
vi. |
Tax & Adjustment |
249.13 |
350.60 |
|
vii. |
Profit After Tax (PAT) (v-vi) |
225.96 |
956.96 |
2. STATE OF THE COMPANY AFFAIRS/OVERVIEW:
The Board of Directors is pleased to present the financial highlights of the Company for the year ended March 31, 2025.
During the financial year 2024-25, the Company recorded a total income of INR 2819.42 Lakhs. While this is a moderation compared to INR 4392.16 Lakhs in the previous year, it reflects our strategic focus on sustainable and quality growth, prudent risk management, and long-term value creation for all stakeholders.
The Company''s Assets Under Management (AUM) stood at INR 17784.32 Lakhs as of March 31, 2025. Although this shows a decline from INR 19417.02 Lakhs in the previous year, it aligns with our approach of recalibrating the portfolio mix to improve asset quality and ensure financial resilience in a dynamic economic environment.
Despite the challenging macro-economic landscape, the Company delivered a healthy Profit After Tax (PAT) of INR 225.96 Lakhs, underscoring our commitment to operational efficiency and cost discipline. The Company continues to maintain a strong capital base, with a paid-up share capital of INR 643.80 Lakhs and Net Worth of INR 6983.50 Lakhs, providing a solid foundation for future growth.
The Company remains focused on strengthening its core business, enhancing operational effectiveness, and unlocking new growth opportunities. We are confident that our proactive strategy and disciplined execution will continue to generate long-term value for our shareholders and stakeholders.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
As per Section 45 IC of Reserve Bank of India Act, 1934, the Company has transferred Rs. 45.19 Lakhs in Special Reserve Account, aggregating to 20% of its net profit. Your company has retained earning to the tune of Rs. 1703.48 Lakhs in the FY 2024-25.
Given the company''s current growth stage, it aims to retain all earnings generated from its operations. As a result, the Board has decided not to declare any dividend. Considering the prevailing economic conditions, the Directors have chosen to preserve the profits to support further organizational growth and development.
Pursuant to sections 124 and 125 of the Act read with the investor education and protection fund authority (accounting, audit, transfer and refund) rules, 2016 (âIEPF rulesâ), dividend, if not claimed for a period of seven years from the date of transfer to unpaid dividend account of the company, are liable to be transferred to IEPF.
Further, Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned therein all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
During the Financial Year 2024-25, the Company has transferred Final Dividend for FY 2016-17 amounting Rs. 1,37,447/- (Rupees One Lakh Thirty-Seven Thousand Four Hundred and Forty-Seven only) to the Investors Education and Protection Fund (IEPF) pursuant to the provisions of
Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time).
During the financial year 2024-25, a total of 18,32,617 (Eighteen Lakhs Thirty-Two Thousand Six Hundred Seventeen) equity shares were transferred to the Investor Education and Protection Fund (IEPF). These shares belonged to shareholders who had not claimed their dividend for the financial year 2016-17. Details of shares transferred in previous years are available on the Company''s website at www.capitaltrade.in , under the âInvestorsâ section.
Along with the compliance of applicable provisions, the Company advises the Shareholders by way of reminders to encash their dividend or the shares deposited with the IEPF Authority. Shareholders can drop the mail at cs@capitaltrade.in for knowing the process to encash their dividend or shares deposited with the IEPF Authority.
As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 32,00,00,000/- (Rupees Thirty-Two Crores) divided into 32,00,00,000 (Thirty-Two Crores) Equity Shares of Re. 1/- each. The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025, was Rs. 6,43,80,000/- (Rupees Six Crores Forty-Three Lakh Eighty Thousand Only) divided into 6,43,80,000 (Six Crores Forty-Three Lakh Eighty Thousand) equity shares of Re. 1/- each.
The paid-up share capital has been increased from 6,43,80,000 (Six Crores Forty-Three Lakh Eighty Thousand) equity shares of Re. 1/- each to 12,87,60,000 (Twelve Crores Eighty-Seven Lakh Sixty Thousand) equity shares of Re. 1/- each, pursuant to the issuance of bonus shares in 1:1 ratio to existing shareholders effective from April 3, 2025.
The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC ND-NSI). As per the Reserve Bank Guidelines, the company is NBFC ND-NSI as the Company is not holding or accepting deposits as on the date of Balance Sheet.
Further, the company being Loan Company falls in the category of Investment and Credit Company (NBFC-ICC) as per classification notified by RBI.
Capital Trade Links Limited (CTL), a BSE-listed and RBI-registered non-banking financial company (NBFC), envisions a dynamic future anchored in ethical finance, innovation, and inclusive economic growth. Since its establishment in 1984, CTL has earned a reputation as a trusted provider of expert financial service and strategic investment services. Over the next five years, the company aims to strengthen its position as a leader and role model in the financial services sector by expanding its nationwide presence and deepening its impact on both businesses and individuals.
The company plans to harness advanced financial technologies to enhance its lending operations, offering Al-powered platforms for personal, business, and bridge loans that cater to a wide range of client needs. Driven by a strong commitment to inclusive finance, CTL also plans to launch new loan products aimed at empowering underserved communities and sectors. By 2030, the company targets substantial growth in assets under management (AUM), customer base, and geographic coverageâoperating in more than 12 states and serving over one million clients. Guided by a client-centric and service-oriented approach, Capital Trade Links Limited remains firmly dedicated to fostering entrepreneurship, promoting financial inclusion, and delivering long-term value to its stakeholders.
NBFCs are projected to continue growing in the coming years, though at a slightly slower pace than the previous two fiscals. While credit growth is expected to moderate to 13-15% in FY25 and FY26, this is still considered a healthy rate and above the historical average. Factors like economic revival, rising consumer demand, and the ability to reach underserved segments are expected to drive this growth.
The shares of the Company are listed on main platform of BSE Limited. The International Securities Identification Number (ISIN) of company is INE172D01021 and the Scrip code is 538476. The Annual Listing fees for the Financial Year 2025-26 has been duly paid to the Stock Exchange.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented an internal financial controls system, taking into account the key components of various critical processes, both physical and operational. This system includes design, implementation, maintenance, and periodic internal reviews to ensure operational effectiveness and sustainability. These controls ensure the orderly and efficient conduct of business, adherence to company policies, safeguarding of assets, prevention of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal financial controls related to the financial statements are adequate and operating effectively.
The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports. Based on Internal Audit Reports and observations, appropriate corrective actions are suggested by the Audit Committee.
During the Financial Year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. Those are periodically reviewed by the Statutory Auditors and by the Management, Board and Committees thereof.
12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Company''s Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.
⢠CHANGES IN DIRECTORS AND KMP DURING THE YEAR:Appointment of Directors
⢠Mr. Sanjeev Kumar Sapra (DIN: 10842495) was appointed as an Independent Director of the Company on January 3, 2025. His appointment was subsequently approved by the shareholders of the Company through postal ballot e-voting on March 13, 2025.
⢠Mr. Ram Parvesh Yadav (DIN: 03265121) Independent Director resigned from the company w.e.f. October 07, 2024.
Change in Key Managerial Personnel:
⢠Ms. Anupriya Ojha has resigned from the designation Company Secretary and Compliance Officer of the company with effect from the closing of business hours of October 30, 2024.
⢠Ms. Kunika Agarwal was appointed as Company Secretary and Compliance Officer of the company with effect from November 01, 2024.
⢠Ms. Kunika Agarwal has resigned from the designation of the Company Secretary and Compliance Officer of the Company with effect from the closing of business hours of May 17, 2025.
⢠Ms. Mehvish was appointed as Company Secretary and Compliance Officer of the Company with effect from July 01, 2025.
DIRECTOR LIABLE TO RETIRE BY ROTATION:
Pursuant to the requirements of section 152(6) (c) of the Companies Act, 2013, Mr. Krishan Kumar, Non-Executive director of the company (DIN: 00004181), retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Krishan Kumar (DIN: 00004181) as Director of the Company retiring by rotation. Brief details of Mr. Krishan Kumar have been given in the notice convening the Annual General Meeting.
13. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:
⢠They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
⢠They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
⢠They have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.
The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
⢠The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.
14. INDEPENDENT DIRECTORS'' MEETING
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of management. The details of the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.
15. MEETINGS OF BOARD OF DIRECTORS
All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.
The Board unites at regular intervals to discuss and decide on Company''s business policies and strategies, apart from other agenda items. The Board met 7 (Seven) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this
Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.
The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS-1).
The provisions of the Companies Act, 2013, the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 and Circular of Reserve Bank of India have prescribed and mandated forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board has formed an Audit Committee. The Board of Directors of the Company had accepted all the recommendations of the Committee.
B. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015, the Board has formed a Nomination and Remuneration Committee.
The policy of the company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on our website at https:// www.capitaltrade.in/ctl policies.php.
C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 constituted Stakeholder Relationship Committee.
This committee has been constituted for monitoring and managing the different types of risks, pursuant to the requirement of Scale Based Regulations issued by Reserve Bank of India.
In compliance with the requirement of Section 134(3)(p) and Schedule IV of the Companies Act,
2013 and Rules framed thereunder and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation received from the Nomination and Remuneration Committee, the Board of Directors of the Company evaluated and assessed the performance of the Company''s Chairman, Individual Directors, Board as a whole and its Committees on the basis of parameters set by the Nomination and Remuneration Committee in the form of questionnaire based on emerging and leading practices and performance criteria such as strategic engagement, knowledge, diligence, ethics & values, oversight of the financial reporting process, including Internal Controls and Composition of the Board and its Committees etc.
As required by Companies Act, 2013, the meeting of independent directors was held on 10th March, 2025 to evaluate the performance of Non independent director, the Chairman and the Board of Directors of the company, against predefined and identified criteria.
The Nomination and Remuneration Committee, the Board and Independent Director found that the evaluation is satisfactory and no observations were raised from the said evaluation in the Financial Year.
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements), Regulation,
2015 framed a âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism to ensure adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of Legal or Regulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.
The Company as part of the âvigil mechanism'' has in place a Board approved âWhistle Blower Policy'' to deal with instances of fraud and mismanagement, if any and is available on the Website of the Company at https://www.capitaltrade.in/ctl policies.php. There was no reporting made by any employee for violations of applicable laws, regulations and the Code of Conduct for the F.Y. 2024-25.
19. DIRECTOR RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
i. that in preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end for the financial year and of the profits of the Company for the financial year ended March 31, 2025;
iii. that proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v. that the Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively; and
vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
20. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary, associate, or joint venture, therefore the statement containing the salient features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year 2024-25, pursuant to Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically.
During the year under review, the Company has not entered into any transactions with Related Parties that could be considered material in terms of the Company''s policy on the materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
Further, there being no âmaterial'' RPTs as defined under Regulation 23 of SEBI Listing Regulations, there are no details to be disclosed in form AOC-2 in that regard.
The Related Party Transaction Policy is available on the website of the Company at https://www.capitaltrade.in/ctl policies.php.
22. MEASURES FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outflow during the year under review.
23. BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies as on March 31, 2025, based on the market capitalization of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.
In pursuance to the provisions of Section 92(3), Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the Financial year ended 31st March, 2025 is available on the website of the Company at ittps://www.capitaltrade.in/investor Information.php.
The Board of Directors has established a Risk Management Policy to prevent events, situations, or circumstances that could negatively impact the Company''s businesses. This policy provides a structured approach to managing uncertainty and integrating risk considerations into decisionmaking across all business divisions and corporate actions. Key business risks and their mitigation strategies are incorporated into the Annual/Strategic Business Plans and reviewed periodically during Management Reviews.
The Risk Management Committee has not identified any risks that, in their opinion, could threaten the Company''s existence. Detailed discussions of relevant risks and concerns are included in the Management Discussion and Analysis Report, which is part of the Annual Report.
26. CORPORATE SOCIAL RESPONSIBILTY
The detailed Report on Company''s CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in âAnnexure-IIâ of this Report.
CSR Policy is available on the company''s website at https://www.capitaltrade.in/ctl policies.php
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
27. AUDITORS AND AUDITOR''S REPORTSA. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s Raj Gupta and Co. Chartered Accountants (FRN: 000203N), have been appointed as Statutory Auditor of the company for a term of five years from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting.
Further, they have confirmed that:
A. their appointment is within the limit prescribed under the Section 141 of the Act;
B. they are not disqualified from continuing as Statutory Auditors under the Section 141 of the Act; and
C. they hold a valid certificate issued by the peer review board of the Institute of Chartered Accountants of India.
The Audit Report was given by M/s Raj Gupta and Co., Chartered Accountants on the Financial Statements of the Company for the Financial Year 2024-25 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
The Secretarial Audit of the Company was carried out by M/s Atiuttam Singh & Associates, Practicing Company Secretaries for the Financial Year 2024-25. The Report given by the Secretarial Auditors in Form MR-3 is annexed as "Annexure IVâ and forms an integral part of this Director''s Report.
Following observations made by Secretarial Auditor:
1. Delay in submission of Income Tax demand order received via e-mail on 29th March 2025 required to be disclosed to BSE within 24 hours.
Company was not working on Saturday, 29th March, 2025 and Sunday, 30th March, 2025.
2. Delay in submission of DNBS 2 return for 2nd Quarter of FY 2024-25 as required to be filed with RBI within 21 days from the end of the quarter.
During the financial year, the Company experienced a minor delay in the filing of the DNBS 2 return due to a technical issue encountered on the RBI CIMS Portal. The return, which was due on October 21, 2024, was successfully filed on October 22, 2024, upon resolution of the issue. The delay was unintentional and purely due to system-related technical challenges. The Company has taken appropriate steps to ensure timely compliance and prevent recurrence of such instances in the future.
3. Delay in submission of DNBS 4A returns for 2nd Quarter of FY 2024-25 as required to be filed with RBI within 21 days from the end of the quarter.
During the financial year, the Company experienced a minor delay in the filing of the DNBS 4A return due to a technical issue encountered on the RBI CIMS Portal. The return, which was due on October 21, 2024, was successfully filed on October 22, 2024, upon resolution of the issue. The delay was unintentional and purely due to system-related technical challenges. The Company has taken appropriate steps to ensure timely compliance and prevent recurrence of such instances in the future.
4. Delay in submission of DNBS 4B returns for the months of May, August, September & October 2024 which are required to be filed with RBI within 15 days from the end of the respective month. During the financial year, the Company experienced a minor delay in the filing of the DNBS 4B return due to a technical issue encountered on the RBI CIMS Portal. The delay was unintentional and purely due to system-related technical challenges. The Company has taken appropriate steps to ensure timely compliance and prevent recurrence of such instances in the future.
5. Delay in submission of DNBS 10 return for FY 2024-25 as required to be filed with RBI within 5 days from the date of actual signing of audit report.
During the financial year, the Company experienced a minor delay in the filing of the DNBS 2 return due to a technical issue encountered on the RBI CIMS Portal. The delay was unintentional and purely due to system-related technical challenges. The Company has taken appropriate steps to ensure timely compliance and prevent recurrence of such instances in the future.
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in terms of Regulation 24A of Listing Regulations, on the recommendation of the Audit the Committee, the Board in their Meeting held on August 04, 2025 re-appointed M/s Atiuttam Singh & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the period of 5 consecutive years commencing from the conclusion of the 40th Annual General Meeting and ending at the conclusion of the 45th Annual General Meeting subject to the approval of the Members at the ensuing Annual General Meeting. The Company has received their written consent stating that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.
C. COST RECORDS AND COST AUDITORS:
The provisions of Section 148 read with the Companies (Cost records and Audit) Rules, 2014, pertaining to maintaining of Cost records and cost audit, is not applicable to the Company.
28. DETAILS OF FRAUD REPORTED BY THE AUDITOR:
During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instances of fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.
Listing Fees for the Financial Year 2025-26 have been duly paid to BSE, where the Company''s shares are listed.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented and attached with this Report and marked as â Annexure VIIIâ.
Your Company maintains the highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as âAnnexure Vâ.
Further, in compliance of Regulation 17(5) of the SEBI Listing Regulations, 2015, your Company has adopted a âCode of Conduct and Ethics'' for its Directors and Senior Executives.
32. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES.
NBFC has been exempted from disclosing particulars of Investments, Loans, Guarantees and acquisition of Securities pursuant to Section 186 of the Companies Act, 2013. However, the brief particulars can be found in the Financial Statement of the Company for financial year 2024-25.
33. COMPANY POLICY RELATING TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT APPOINTMENT AND REMUNERATION AND DISCHARE OF THEIR DUTIES
In accordance to the provision of Section 178(3) of The Companies Act, 2013 and other applicable provision of SEBI Listing Regulations, 2015, the company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, experiences, positive attributes and independence of a Directors, Key Managerial Personnel and Senior Management, who are one level below the Board of Directors of the company. Policy is also available on the website of the Company at ittps://www.capitaltrade.in/ctl policies.php.
The Nomination and Remuneration Committee decided the remuneration of executive Directors, key managerial personnel and Senior Management on the basis of following criteria;
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) Remuneration to executive directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
34. COMPLIANCE WITH RBI GUIDELINES
Your Company is compliant with all the applicable RBI regulatory norms. Since the company is Non- systematically Non important Non deposit taking NBFC, the company is complying with all the provisions of the master directions and other applicable circulars, issued in this regard from time to time.
The Company continues to have a provisioning policy which is in line with the RBI norms. It fulfils norms and standards laid down by the RBI relating to the recognition and provisioning of nonperforming assets, capital adequacy, statutory liquidity ratio, etc.
35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
36. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is attached with this Report as "Annexure IIIâ.
37. DISCLOSURE OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance for Sexual Harassment of Women at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under.
The company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013 (POSH Act). The company has complied with the provisions relating to constitution of Internal Complaints Committee (ICC) under the POSH Act. The Company has not received any complaints on sexual harassment during the year.
38. DISCLOSURE OF MATERIAL ORDER PASSED BY REGULATORS, COURTS OR TRIBUNAL
There were no significant or material orders passed by the Regulators, Courts or Tribunal that impact the ongoing concern status of the Company and the Company''s operations in future.
39. IBC CODE & ONE TIME SETTLEMENT
There has not been any instance of one - time settlement of the company with any bank or financial Institution.
40. ENHANCING SHAREHOLDERS'' VALUE:
The Company recognizes its members as its most vital stakeholders. Therefore, the Company''s operations are dedicated to attaining high levels of operational performance and cost efficiency, fostering growth, and strengthening its productive assets and resources while maintaining a strong corporate reputation. Additionally, the Company is committed to creating value for all its stakeholders by ensuring that its corporate actions have a positive impact on socioeconomic and environmental factors, contributing to sustainable growth and development.
The company is dedicated to fairness in both form and spirit in its dealings with customers. One of its primary objectives is to communicate transparently about terms, rights, and liabilities, empowering customers to make informed financial decisions.
To achieve this, the company fosters a culture of ''Customer Obsession,'' aiming to provide a seamless experience throughout the entire customer journey from pre-disbursal to loan closure and beyond with additional value-added services. This approach allows the company to effectively measure the success of its customer engagement initiatives.
Statements in this Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.
We extend our heartfelt gratitude to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, and other government and regulatory authorities, as well as our lenders, financial institutions, and the Company''s bankers for their invaluable guidance and support. We sincerely appreciate their continued cooperation and assistance and look forward to their ongoing support in the future.
We also wish to thank our bankers, investors, customers, shareholders, stakeholders, and all other business associates for their unwavering support and trust in us.
Finally, the directors express their deep appreciation for all the employees, whose dedication, teamwork, active involvement, commitment, and professionalism have made the company''s growth possible.
Finally, the Directors thank you for your continued trust and support.
Mar 31, 2024
Your directors presents before you the 39th Annual Report of the company together with the Audited Financial Performance for the year ended March 31, 2024 (FY 2023-24).
1. FINANCIAL PERFORMANCE
The Company''s Financial Performance for the year ended as on 31st March, 2024 when contrasted with the earlier year is summed up hereinunder. The financial statements of the Company are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) notified under Section 133 of the Companies Act, 2013 as amended from time to time.
(Rs. In Crores)
|
Sl. No. |
Particulars |
F.Y. ended 31.03.2024 |
F.Y. ended 31.03.2023 |
|
i. |
Revenue from operations |
35.55 |
16.80 |
|
ii. |
Other Income |
8.37 |
0.03 |
|
iii. |
Total Income |
43.92 |
16.83 |
|
iv. |
T otal Expenses |
30.65 |
13.10 |
|
v. |
Profit before tax (iii-iv) |
13.26 |
3.73 |
|
vi. |
Tax & Adjustment |
3.56 |
1.23 |
|
vii. |
Profit After Tax (PAT) (v-vi) |
9.70 |
2.49 |
2. STATE OF AFFAIRS:
The Directors are pleased to announce that the company has achieved a total income of INR 43.92 crores for FY 2023-24, marking a growth of 161% compared to INR 16.83 crores in the previous fiscal year. Additionally, the company''s assets under management have experienced a 36% year-over-year growth, rising from INR 143 crores in the previous fiscal year to INR 194 crores in FY 2023-24. Profit after tax for the year stands at INR 9.7 crores, with a paid-up share capital of INR 6.098 crores.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
4. TRANSFER TO RESERVE
As per Section 45 IC of Reserve Bank of India Act, 1934, the Company has transferred Rs. 1.94 crores in Special Reserve Account, aggregating to 20% of its net profit. Your company has retained earnings to the tune of Rs. 48.94 Crores in the FY 2023-24.
5. DIVIDEND
Given the company''s current growth stage, it aims to retain all earnings generated from its operations. As a result, the Board has decided not to declare any dividends, despite the growth achieved this year. Considering the prevailing economic conditions, the Directors have chosen to preserve the profits to support further organizational growth and development.
6. UNCLAIMED DIVIDEND
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to an unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, T ribunal or Statutory Authority, restraining any transfer of the shares.
In the interest of the shareholders, details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website https://capitaltrade.in/investor Information.php.
The shareholders who have not uncashed their dividend with respect of the FY 2016-17 declared on September 28, 2017 are requested to either correspond with the Company''s registered office or email at cs@capitaltrade.in or the Company''s RTA by e-mailing at investor@masserv.com for revalidation and encash them before the due dates i.e., before October 23, 2024.
7. SHARE CAPITAL
The shareholders of the Company at their Extra Ordinary general Meeting held on November 22, 2023 approved the increase in Authorized Share Capital from INR 7,00,00,000 (Rupees Seven Crores Only) consisting of 7,00,00,000 (Seven Crores) Equity Shares of Re. 1/- (Rupee One only) to INR 32,00,00,000 (Rupees Thirty-Two Crores Only) consisting of 32,00,00,000 (Thirty-Two Crores) Equity Shares of Re. 1/- (Rupee One only).
As on March 31, 2024, the Authorized Share Capital of the Company is Rs. 32,00,00,000/- divided into
32,00,00,000 Equity Shares of Re. 1/- each. The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2024, was Rs. 6,09,80,000/- (Rupees Six Crores Nine Lakhs Eighty Thousand Only) divided into 6,09,80,000 equity shares of Re. 1/- each.
8. DEPOSIT
The company is a Non-Deposit Taking-Non-Systematically Important NBFC (NBFC ND-NSI). As per the Reserve Bank Guidelines, the company is NBFC ND-NSI as the Company is not holding or accepting deposits as on the date of Balance Sheet.
Further, the company being a Loan Company falls in the category of Investment and Credit Company (NBFC-ICC) as per classification notified by RBI.
9. LISTING ON STOCK EXCHANGE
The shares of the Company are listed on the main platform of BSE Limited. The International Securities Identification Number (ISIN) of the company is INE172D01021 and the Scrip code is 538476.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented an internal financial controls system, taking into account the key components of various critical processes, both physical and operational. This system includes design, implementation, maintenance, and periodic internal reviews to ensure operational effectiveness and sustainability. These controls ensure the orderly and efficient conduct of business, adherence to company policies, safeguarding of assets, prevention of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal financial controls related to the financial statements are adequate and operating effectively.
The Audit Committee of the Board regularly reviews the adequacy and effectiveness of these internal controls, providing recommendations for improvements as needed.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Company''s Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act-2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.
⢠CHANGES IN DIRECTORS AND KMP DURING THE YEAR:
Appointment of Directors
⢠Mr. Anil Aggarwal (DIN: 10059847) was appointed as Additional (Non-Executive, Independent) Director of the company on May 17, 2023.
⢠Mr. Mahendra Kumar Sharma (DIN: 10167061) was appointed as Additional (Non-Executive, Independent) Director of the company on May 17, 2023. His appointment was approved by the shareholders of the company at their AGM held on August 16, 2023.
⢠Ms. Parul Singh (DIN: 09811725) was appointed as Additional (Non-Executive, Independent) Director of the company on August 23, 2023. Her appointment was approved by the shareholders of the company at the EGM held on November 22, 2023.
⢠Mr. Ram Parvesh Yadav (DIN: 03265121) was appointed as Additional (Non-Executive, Independent) Director of the company on September 23, 2023. His appointment was approved by the shareholders of the company at the EGM held on November 22, 2023.
Cessation of Directorship
⢠Ms. Vanisha Kumari Vinay Arora (DIN: 08641753) Independent Director resigned from the company w.e.f. June 05, 2023.
⢠Mr. Anil Aggarwal (DIN: 10059847) Additional (Non-Executive, Independent) Director resigned from the company w.e.f. July 11, 2023.
⢠Mr. Amarnath (DIN:06524521) Independent Director resigned from the company w.e.f. September 28, 2023.
Change in Key Managerial Personnel:
⢠Mr. Satish Kumar resigned from the designation Chief Financial Officer of the company on May 16, 2023 (from the close of business hour) and was re designated as the General Manger (Accounts) of the company. Mr. Sunil Gupta was appointed as Chief Financial Officer of the company with effect from May 17, 2023.
Director liable to retire by rotation:
Pursuant to the requirements of section 152(6) (c) of the Companies Act, 2013, Mr. Krishan Kumar, Non-Executive director of the company (DIN: 00004181), retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Krishan Kumar (DIN: 00004181) as Director of the Company, retiring by rotation. Brief details of Mr. Krishan Kumar have been given in the notice convening the Annual General Meeting.
12. INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the independent directors that they meet the criteria of Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.
None of the company''s directors is disqualified from being appointed as Director, as on March 31, 2024, in terms of Section 164(2) of the Companies Act 2013. A certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report as ''Annexure IV''.
13. INDEPENDENT DIRECTORS'' MEETING
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of Management. The details of the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.
14. MEETINGS OF BOARD OF DIRECTORS
All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.
The Board unites at regular intervals to discuss and decide on the Company''s business policies and strategies, apart from other agenda items. The Board met 5 (Five) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.
The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of directors (SS-1) and general meetings (SS-2).
15. COMMITTEES OF BOARD
The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:
a. Audit Committee:
Pursuant to Section 177 of the Companies Act, 2013 the Board has formed an Audit Committee. The Board of Directors of the Company has accepted all the recommendations
of the Committee.
b. Nomination and Remuneration Committee:
The policy of the company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on our website at https://www.capitaltrade.in/ctl_policies.php.
c. Stakeholders'' Relationship Committee:
The Board has, in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee.
d. Risk Management Committee:
This committee has been constituted for monitoring and managing the different types of risks, pursuant to the requirement of Scale Based Regulations issued by Reserve Bank of India.
16. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND THE BOARD
As required by Companies Act, 2013, the meeting of independent directors was held on 31st March 2024 to evaluate the performance of Non independent director, the Chairman and the Board of Directors of the company, against predefined and identified criteria. The criteria for evaluation of the performance of independent director, the Chairman and the Board was finalized by Nomination and Remuneration Committee. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees as per the criteria laid down by the Nomination and Remuneration Committee.
17. VIGIL MECHANISM
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements), Regulation,
2015 framed a âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism to ensure adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of Legal or Regulatory requirements, incorrect or misrepresentation of any Financial Statements, Reports, etc. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.
The Company as part of the ''vigil mechanism'' has in place a Board approved ''Whistle Blower Policy'' to deal with instances of fraud and mismanagement, if any. There was no reporting made by any employee in violations of applicable laws, regulations and the Code of Conduct for the F.Y. 2023-24.
18. DIRECTOR RESPONSIBILTY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:
i. that in preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. that appropriate accounting policies have been selected & applied consistently & judgments and estimates made are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end for the financial year and of the profits of the Company for the financial year ended March 31, 2024;
iii. that proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company & for preventing & detecting fraud & other irregularities;
iv. that the annual accounts have been prepared on a going concern basis;
v. that the Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively; and
vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively
19. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary, associate, or joint venture, therefore the statement containing the salient features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the financial year 2023-24, pursuant to Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, all Related Party Transaction(s) (RPTs) were placed before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically. All related party transactions during the year were conducted at arms'' length and were in the ordinary course of business.
Further, there being no ''material'' RPTs as defined under Regulation 23 of SEBI Listing Regulations, there are no details to be disclosed in form AOC-2 in that regard.
21. DISCLOSURE OF RELATED PARTY TRANSACTION
During the year 2023-24, pursuant to Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically. Details of transactions with related parties during the year under review are provided in the Note No. 29 to the financial statements. All related party transactions during the year were conducted at arms'' length and were in the ordinary course of business.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outflow during the year under review.
23. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies as on March 31, 2024, based on the market capitalization of the company. Therefore, the requirement of preparing the Business Responsibility Report is not applicable to the company.
24. ANNUAL RETURN
In pursuance to the provisions of Section 92(3), Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the Financial year ended 31st March, 2024 is available on the website of the Company at https://www.capitaltrade.in/investor_Information.php.
25. RISK MANAGEMENT POLICY
The Board of Directors has established a Risk Management Policy to prevent events, situations, or circumstances that could negatively impact the Company''s businesses. This policy provides a structured approach to managing uncertainty and integrating risk considerations into decisionmaking across all business divisions and corporate actions. Key business risks and their mitigation strategies are incorporated into the Annual/Strategic Business Plans and reviewed periodically during Management Reviews.
The Risk Management Committee has not identified any risks that, in their opinion, could threaten the Company''s existence. Detailed discussions of relevant risks and concerns are included in the Management Discussion and Analysis Report, which is part of the Annual Report.
26. CORPORATE SOCIAL RESPONSIBILTY
The provision of the Companies Act, 2013 with respect to the Corporate Social Responsibility are applicable now and in this respect the company has framed the CSR Policy.
27. AUDITORS AND AUDITOR''S REPORTS
A. Statutory Auditor
During the year under review, on 6th February, 2024, the Board of Directors, based on the recommendation of the Audit Committee but subject to approval of shareholders to be obtained at the General meeting of the company, recommended the appointment of M/s Raj Gupta and Co. Chartered Accountants (FRN: 000203N) as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s A.C. Gupta & Associates (FRN 008079N). M/s A.C. Gupta & Associates, Chartered Accountants, resigned on February 3, 2024, from the designation of Statutory Auditor of the company citing the fact that the validity of their Peer Review Certificate had elapsed on 31.12.2023 and the renewal of Peer Review Certificate was pending. They further stated that, given the uncertain time frame it was unlikely to get renewed before the issue of Limited Review Report for the quarter ended December 2023. The said appointment is pursuant to applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations, 2015. The existing/outgoing Auditors have not raised any concern or issue and there is no reason other than as mentioned in their resignation letter. M/s Raj Gupta and Co. Chartered Accountants shall hold office upto the ensuing annual general meeting of the company.
The statutory auditors have confirmed they are not disqualified from being appointed as auditors of the Company. No Observations / Qualifications / Disclaimers are made by the Statutory Auditors in their Report for the Financial year 2023-24. Therefore, it does not call for any further explanation or comments from the Board under Section134(3) of the Companies Act, 2013.
The Auditors'' Report on the financial statements of the Company for the financial year ending March 31, 2024, is unmodified i.e.it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 read with Section 134(3) of the Act and rules made there under, the Board has appointed M/s Atiuttam Singh & Associates, Practicing Company Secretary, New Delhi for conducting Secretarial Audit of company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3 for the FY 2023-24, is hereby attached with this Report marked as âAnnexure IIIâ. Following observations made by Secretarial Auditor-
1. Option to participate Board Meeting through Electronic Mode was not given in Notice of 5th Board Meeting dated 2nd February 2024 as required under para 1.3.4 of Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries India (ICSI) as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.
The Notice of Board Meeting inadvertently omitted the option to participate electronically. The company will ensure to take steps to prevent such oversights in the future.
⢠Delay in submission of DNBS 4A return for the first quarter of FY 2023-24 as required to be filed to RBI within 15 days from the end of the quarter.
DNBS 4A was meant to be submitted on the RBI XBRL ORFS portal. However, the company encountered difficulty accessing the return on the portal. This technical issue was promptly brought to the attention of the RBI DOS department. Following resolution, access to the return was available in September 2023. Consequently, the return pertaining to the first quarter of FY 2023-24 was duly submitted thereafter.
⢠Delay in submission of DNBS 4B return for the month April to July of FY 2023- 24 as required to be filed to RBI within 10 days from the end of the month.
DNBS 4B was meant to be submitted on the RBI XBRL ORFS portal. The company encountered difficulties accessing the return on the portal. This technical issue was escalated to the RBI DOS department for resolution. Following diligent efforts, the issue was rectified, and access to the return was available in September 2023. Consequently, the return for the months of April to July of FY 2023-24 was submitted thereafter.
⢠Delay in uploading of Proceeding of Annual General Meeting dated 16th August 2023 as required under Regulation 30(6)(ii) of SEBI (LODR) Regulation, 2015.
There was 12 hours delay in uploading proceeding of Annual General Meeting held on 16th August 2023 due to oversite. The company will ensure to take steps to prevent such oversights in the future.
28. REPORTING OF FRAUDS:
During the year under review, the Statutory Auditor or Secretarial Auditor have not reported any instances of fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Companies Act, 2013.
29. COST AUDIT:
The provisions of Section 148 read with the Companies (Cost records and Audit) Rules, 2014, pertaining to maintaining of the Cost records and the cost audit, is not applicable to the Company.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented and attached with this Report and marked as âAnnexure VIâ.
31. CORPORATE GOVERNANCE & CERTIFICATE:
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from
the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as âAnnexure IVâ.
Further, in compliance of Regulation 17(5) of the SEBI Listing Regulations, 2015, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
32. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES.
NBFC has been exempted from disclosing particulars of Investments, Loans, Guarantees and acquisition of Securities pursuant to Section 186 of the Companies Act, 2013. However, the brief particulars can be found in the Financial Statement of the Company for financial year 2023-24.
33. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status of the Company or its operations in future.
34. REMUNERATION POLICY
In accordance to the provision of Section 178 of The Companies Act, 2013 and other applicable provision of SEBI Listing Regulations, 2015, the company has formulated remuneration policy which inter alia, includes the criteria for determining qualifications, experiences, positive attributes and independence of a Directors and other senior officials, who are one level below the Board of Directors of the company. Complete Policy is also available on the website of the Company at https://www.capitaltrade.in/ctl_policies.php.
35. COMPLIANCE WITH RBI GUIDELINES
Your Company is compliant with all the applicable RBI regulatory norms. Since the company is Nonsystematically Non important Non deposit taking NBFC, the company is complying with all the provisions of the master directions and other applicable circulars, issued in this regard from time to time.
The Company continues to have a provisioning policy which is in line with the RBI norms. It fulfils norms and standards laid down by the RBI relating to the recognition and provisioning of nonperforming assets, capital adequacy, statutory liquidity ratio, etc.
36. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
37. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the statement giving required details is hereby attached with this Report & forming part of this report marked as âAnnexure IIâ.
38. DISCLOSURE OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013 (POSH Act). The company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the POSH Act. The Company has not received any complaints on sexual harassment during the year.
39. IBC CODE & ONE TIME SETTLEMENT
There has not been any instance of one - time settlement of the company with any bank or financial Institution.
40. ENHANCING SHAREHOLDERS'' VALUE:
The Company recognizes its members as its most vital stakeholders. Therefore, the Company''s operations are dedicated to attaining high levels of operational performance and cost efficiency, fostering growth, and strengthening its productive assets and resources while maintaining a strong corporate reputation. Additionally, the Company is committed to creating value for all its stakeholders by ensuring that its corporate actions have a positive impact on socioeconomic and environmental factors, contributing to sustainable growth and development.
41. CUSTOMER ENGAGEEMENT
The company is dedicated to fairness in both form and spirit in its dealings with customers. One of its primary objectives is to communicate transparently about terms, rights, and liabilities, empowering customers to make informed financial decisions.
T o achieve this, the company fosters a culture of ''Customer Obsession,'' aiming to provide a seamless experience throughout the entire customer journeyâfrom pre-disbursal to loan closure and beyond with additional value-added services. This approach allows the company to effectively measure the success of its customer engagement initiatives.
42. CAUTIONARY STATEMENT:
Statements in this Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.
43. APPRECIATION
We extend our heartfelt gratitude to the Government of India, Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, and other government and regulatory authorities, as well as our lenders, financial institutions, and the Company''s bankers for their invaluable guidance and support. We sincerely appreciate their continued cooperation and assistance and look forward to their ongoing support in the future.
We also wish to thank our bankers, investors, customers, shareholders, stakeholders, and all other business associates for their unwavering support and trust in us.
Finally, the directors express their deep appreciation for all the employees, whose dedication, teamwork, active involvement, commitment, and professionalism have made the company''s growth possible.
Finally, the Directors thank you for your continued trust and support.
By Order of the board
For CAPITAL TRADE LINKS LIMITED
Sd/-
Krishan Kumar Chairman DIN:00004181
Place: Delhi Date: 16.07.2024
Mar 31, 2016
Dear Members,
The Board of Directors hereby submits the report of the business and operations of your Company. The Board has pleasure in presenting the 31st Annual Report of the Company together with the Audited Financial Statements, for the financial year ended March 31st, 2016.
FINANCIAL RESULTS (in Lakh)
|
Particulars |
2015-16 |
2014-15 |
|
Revenue from Operations |
1722.39 |
155.33 |
|
Other Income |
105.34 |
28.42 |
|
Total Income |
1827.73 |
183.75 |
|
Less: Operational and Other Expenses |
1755.79 |
123.8 |
|
Profit/(Loss) before Depreciation & Finance Cost |
71.94 |
59.96 |
|
Less: Depreciation & Amortization |
0.20 |
0.01 |
|
Less: Finance Cost |
18.05 |
24.89 |
|
Profit/(Loss) before Tax |
53.89 |
35.06 |
|
Less: Tax and Adjustments |
16.64 |
14.23 |
|
Net Profit after Tax |
37.25 |
20.83 |
OPERATIONS
For the year ended March 2016, your Company earned a total income of Rs. 1827.73 lakhs as compared to Rs. 183.75 lakhs in the previous year. The Net Profit of the Company is increased to Rs. 37.25 lakhs against the Net Profit of previous year for Rs. 20.83 lakhs. Your Company is considering various other avenues to increase the income in near future.
DIVIDEND & TRANSFER TO RESERVES
Keeping in mind the overall performance and the future perspective, Your Directors decided to plough back the profit and therefore dividend is not declared. The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.
SHARE CAPITAL
During FY2015-2016, there were changes in the capital structure of the Company. As on 31st March 2016, the paid up capital of the Company was Rs. 5,09.8 lakhs comprising of 5,09.8 lakhs equity shares of Re. 1/each. During the year Company had issued 10,00,000 warrants convertible into equity shares. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
We wish to inform the members that in terms of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to Companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crore, as on the last day of the previous financial year. The Company does not fulfill any of the criteria''s as mentioned above and hence are not required to comply with the Corporate Governance provisions envisaged under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
PUBLIC DEPOSITS
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of RBI. During the year under review, the Company has not accepted deposits falling within the provisions of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of the Deposits) Rules, 2014.
RBI''S NORMS AND STANDARDS
The Company continues to have a conservative provisioning policy which is significantly more stringent than the RBI norms. It fulfils and often exceeds norms and standards laid down by the RBI relating to the recognition and provisioning of non-performing assets, capital adequacy, statutory liquidity ratio, etc
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year 2015-16 viz., on May 27, 2015, August 11, 2015, September 16, 2015, October 30, 2015, November 14, 2015, December 07, 2015, January 16, 2016, February 15, 2016 and March 03, 2016. The maximum interval between any two meetings did not exceed 120 days.
COMMITTEES OF BOARD
In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:
-Audit Committee
-Nomination and Remuneration Committee
-Stakeholders Relationship Committee
-Risk Management Committee
Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided separately, as a part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Appointment
The Board of Directors at its Meeting held on January 16, 2016 appointed Mr. Shiv Shambhu (DIN 06987882) and Mr. Vinaykumar KuldeepranaArora (DIN 03089351) as Additional Directors who shall act as a Non- Executive Independent Directors, to hold office up to the date of forthcoming Annual General Meeting as per the provisions of section 161 of the Companies Act, 2013.
Pursuant to the recommendation of the Audit Committee, Nomination and Remuneration Committee, Mr. Vinay Kumar Chawla was appointed as Chief Operating Officer of the Company by the Board of Directors with effect from April 1st, 2016. Mr. Vinay Kumar Chawla, the Chief Operating Officer of the Company will ensure business stability in the upcoming years to come.
Also, the Board pursuant to the recommendation of the Nomination and Remuneration Committee, has appointed Mrs. Renu Garg (DIN 07095956) as a Whole Time Director of the Company with effect from May 27, 2016, subject to the approval of the shareholders.
b. Resignations
The Company has received a notice in writing from Mr. Shiv Shambhu, Mr. Vinaykumar KuldeepranaArora and Mrs. Renu Garg that they are unable to continue the said directorship due to some personal reasons.
Further, Mrs. Renu Garg has already stepped down from the Board with effect from 10th August, 2016.
The Board places on record its appreciation of the valuable services rendered and the enormous contribution made by Mr. Shiv Shambhu, Mr. Vinaykumar KuldeepranaArora and Mrs. Renu Garg during their respective tenure, to the Company.
c. Retire by Rotation
In accordance with Section 152 and other applicable provisions of Companies Act, 2013, None of the directors are liable to retire by rotation.
BOARD''S INDEPENDENCE
Definition of ''Independence'' of Directors is in conformity with Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations. 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. Amar Nath (DIN 06524521)
2. Mr. Shiv Shambhu (DIN 06987882)
3. Mr. Neeraj Kumar Bajaj (DIN 06976972)
4. Mr. VinaykumarKuldeepranaArora (DIN 03089351)
The independent directors have submitted the declaration of independence, as required under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.
The KMPs and other Managerial Personal of the Company includes:
1. Mr. Vinay Kumar Chawla, Chief Operating Officer
2. Mr. Yashwant Saini, Chief Financial Officer(KMP)
3. Mr. Hariom Sharma, Company Secretary(KMP)
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby stated that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND EVALUATION
Pursuant to the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees had been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Regulations.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
-Expertise;
-Objectivity and Independence;
-Guidance and support in context of life stage of the Company;
-Understanding of the Company''s business;
-Understanding and commitment to duties and responsibilities;
-Willingness to devote the time needed for effective contribution to Company;
-Participation in discussions in effective and constructive manner;
-Responsiveness in approach;
-Ability to encourage and motivate the Management for continued performance and success.
The evaluation involves Self-Evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.
Accordingly, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company, being a non-banking finance Company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company, being a non-banking finance Company (NBFC), does not have any manufacturing activity. The directors therefore, have nothing to report on ''conservation of energy and technology absorption and is given as "Annexure I" to this report.
DETAILS OF MANAGERIAL REMUNERATION
Details of Managerial remuneration along with required information is explained along with "Annexure II" to this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in form MGT 9 is annexed herewith as "Annexure II" to this Director''s Report.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Particulars of employees) Rules, 1975.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the criteria laid down under the Companies Act, 2013 and the Rules made thereunder, Your Company is not required to form a CSR Committee and to spend minimum amount towards the CSR activities But It understand its accountabilities towards its society or the environment and as a result it took parts in various CSR activities & initiatives.
FOREIGN CURRENCY:
No Foreign currency expenditure was incurred during FY2016. The Company did not have any foreign exchange earnings.
INTERNAL CONTROLS
Internal financial controls with reference to the financial statements were adequate and operating effectively. The information about internal controls is set out in Management Discussion & Analysis report which is attached and forms part of this report.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for Directors and employees 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 said policy has been uploaded on the website of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS 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.
RISK MANAGEMENT
Although as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formation of Risk Management Committee is not mandatory on the Company but in today''s era it is better to have Risk Management Committee as a preventive measure for handling the uncertain events/risks. The Board of Directors, last year has constituted risk management Committee for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
1. Attendance of Board Meetings and Board Committee Meetings
2. Quality of contribution to Board deliberations
3. Strategic perspectives or inputs regarding future growth of Company and its performance
4. Providing perspectives and feedback going beyond information provided by the management
5. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31stMarch 2016 have been disclosed as per Schedule III to the Companies Act, 2013.
SUBSIDIARIES COMPANIES:
The Company does not have any subsidiary Company.
MATERIAL CHANGES AND COMMITMENTS
During the year under review, the company has entered into the fresh listing agreement with the Stock Exchange in terms of Securities and Exchange Board of India (SEBI) circular dated October 3, 2015 issued in respect of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with the aim to consolidate and Streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the listing agreement within six month from the effective date. The company entered into listing agreement with BSE Limited on 25th February, 2016.
Further, there are no material changes and commitments made by the company between the end of the financial year of the company to which the financial statements relates and the date of the report.
DEPOSITORY SYSTEM:
The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2016, 95.83% of the Company''s paid-up share capital representing 48856377 equity shares is in dematerialized form (including promoters shareholding). In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.
AUDITORS AND AUDITOR''S OBSERVATIONS:
All observations of Auditors are annexed as Auditors Report and are self-explanatory and therefore do not call for any further comments by Directors in this report.
The Company has received from A.C. Gupta & Associates a written consent for ratification of their appointment from the conclusion of ensuing AGM till the conclusion of the 33rd AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.
The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s A. K. Popli & Co., Practicing Company Secretary (Membership No. 3387), to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit in form MR-3 are appended to this Report as "Annexure III".
DISCLOSURES:
Directors'' responsibility statement as required by section 134(5) of the Companies Act, 2013 appears in this report.
Disclosures as prescribed by Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.
A Cash Flow Statement for FY2016 is attached to the Balance Sheet.
ACKNOWLEDGEMENT:
We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.
We wish to thank our bankers, investors, customers and all other business associates for their support and trust reposed in us.
Your Directors express their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organization''s growth possible.
Finally, the Directors thank you for your continued trust and support.
By Order and on behalf of the board
For CAPITAL TRADE LINKS LIMITED
Sd/-
Place: Delhi Neeraj Garg
Dated: 13.08.2016 Chairman
Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 30th Annual Report of
your company together with the Audited Statement of Accounts of the
Company for the year ended March 31st 2015.
FINANCIAL RESULTS:
(Rs. in lacs)
Particulars 2014-15 2013-14
Revenue from Operations 155.33 433.01
Other Income 28.42 -
Total Income 183.75 433.01
Less: Operational and Other Expenses 123.8 418.88
Profit/(Loss) before Depreciation &
Finance Cost 59.96 14.13
Less: Depreciation & Amortization 0.01 -
Less: Finance Cost 24.89 6.5
Profit/(Loss) before Tax 35.06 7.63
Less: Tax and Adjustments 14.23 2.87
Net Profit after Tax 20.83 4.74
OPERATIONS:
For the year ended March 2015, your Company earned a total income of
Rs. 183.76 lacs as compared to Rs.433.01 lacs in the previous year. The
net profit of the Company is increased to Rs. 20.83 lacs against the
net profit of previous year for Rs. 4.75 lacs. Your Company is
considering various other avenues to increase the income in near
future.
DIVIDEND & TRANSFER TO RESERVES:
Your Directors decided to plough back the profit and therefore dividend
is not declared. The credit balance of Profit and Loss account is
transferred to reserves in Balance sheet.
INCREASE IN BORROWING POWERS:
The Company has decided to increase its limit on the borrowing powers
of the Board of Directors to meets its business needs. A detailed
notice and explanatory statement pursuant to this is explained in the
attached notice of Annual General Meeting.
SHARE CAPITAL:
During FY2015, there were no changes in the capital structure of the
Company. As on 31st March 2015, the paid up capital of the Company was
Rs. 4,99,80,000/- comprising of 49980000 equity shares of Re. 1/-
each. The Company has not issued shares with differential voting rights
nor granted stock options nor sweat equity.
DIRECTORS and KMP's:
Mr. Neeraj Garg, Mrs. Renu Garg, Mr. Neeraj Kumar Bajaj, Mr. Amar Nath
and Mr. Mayank Khanna are directors on the Board.
Mr. Neeraj Kumar Bajaj & Mrs. Renu Garg was appointed as an Additional
Director of the Company on 12th February, 2015 for a term of five
consecutive years. It is proposed to confirm appointment of Mr. Neeraj
Bajaj by the members for a term of 5 years, at the ensuing Annual
General Meeting. Further, Mrs. Renu Garg has resigned as Whole Time
Director of the Company w.e.f 11.08.2015 and shall continue to act as
Non-Executive Director on the Board and whose appointment is proposed
to be confirmed by the members at ensuing Annual General Meeting.
Mr. Mayank Khanna, Independent Director on the Board, upon the
recommendation of the Nomination & Remuneration committee and
subsequent approval of the Board is appointed as a Whole Time Director
of the company as per the terms as explained in notice attached with
this report.
According to Companies Act, 2013 at least two-thirds of the total
directors excluding Independent Directors shall be liable to retire by
rotation. Mr. Neeraj Garg, Director retires from the Board by rotation
this year and being eligible to offer himself for re-appointment.
Required resolution for this purpose is being proposed in the notice of
the ensuing Annual General Meeting for the approval of the members.
The Key Managerial Person of the Company includes:
1. Mr. Yashwant Saini, Chief Financial Officer who is appointed w.e.f
12.02.2015
2. Ms. Anshika Garg, Company Secretary of the Company was appointed
w.e.f 15.12.2014
Further, we would also like to thank our Directors Mr. Krishan Kumar
and Mr. Girdhari Lal Mangal, and Ms. Mani Ahuja, Company Secretary for
their support to the organization and they deserve much of the credit
for the organization's success.
DETAILS OF MANAGERIAL REMUNERATION
Details of Managerial remuneration along with required information is
explained along with "Annexure
II" to this report.
DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted the declaration of
independence, as required under section 149(7) of the Companies Act,
2013, stating that they meet the criteria of independence as provided
in section 149(6) of the Companies Act, 2013.
MEETING OF BOARD OF DIRECTORS
There were seven meetings of the Board held during the year, details of
which are given in the annexed 'Corporate Governance Report'.
COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Corporate
Social Responsibility Committee. There are currently four Committees
of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
Implications as per applicable acts
The Board has adopted various policies in context to applicable
Regulations i.e.
- Interest Gradation and Risk Policy
- Whistle Blower Policy
- Code of Conduct for prevention of Insider Trading
Company is adopting new set of Memorandum and Articles of Association
in accordance with the new Company law and rules framed there under.
All other changes as required by the Act have been in place and we
re-affirm our commitment to the highest level of Corporate Governance.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH,
2015
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as "Annexure II".
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 134 of the Companies Act, 2013 read with the
Companies (Particulars of employees) Rules, 1975.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company, being a nonÂbanking finance company (NBFC), does not have
any manufacturing activity. The directors therefore, have nothing to
report on 'conservation of energy and technology absorption' and is
given as "Annexure I" to this report.
FOREIGN CURRENCY:
No Foreign currency expenditure was incurred during FY2015. The Company
did not have any foreign exchange earnings.
FIXED DEPOSIT:
The Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of the Deposits) Rules, 1975 during the year under review.
ADEQUACY OF INTERNAL CONTROLS:
Internal financial controls with reference to the financial statements
were adequate and operating effectively. The information about internal
controls is set out in Management Discussion & Analysis report which is
attached and forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company, being a non-banking finance company registered with the
Reserve Bank of India and engaged in the business of giving loans, is
exempt from complying with the provisions of section 186 of the
Companies Act, 2013. Accordingly, the disclosures of the loans given as
required under the aforesaid section have not been given in this
Report.
AUDITORS AND AUDITOR'S OBSERVATIONS:
All observations of Auditors are annexed as Auditors Report and are
self explanatory and therefore do not call for any further comments by
Directors in this report.
The Company has received from A.C. Gupta & Associates a written consent
for ratification of their appointment from the conclusion of ensuing
AGM till the conclusion of the 33rd AGM and a certificate to the effect
that their appointment shall be in accordance with the prescribed
conditions and that the firm is not disqualified under the Companies
Act, 2013.
The Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the directors hereby confirm
that:
a) in the preparation of the annual accounts for financial year ended
March 31, 2015, the applicable accounting standards have been followed
and there are no material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at March 31, 2015 and of the profit of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts for financial year
ended March 31, 2015 on a 'going concern' basis;
e) they have laid down the internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and operating properly; and
f) they have devised proper systems to ensure compliance with the
provision of all applicable laws and that such systems were adequate
and operating effectively.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by
the Company with the Promoters, Key Management Personnel or other
designated persons which may have potential conflict with interest of
the Company at large.
BOARD INDEPENDENCE:
Our definition of 'Independence' of Directors is derived from Clause 49
of the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. 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
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act,2013:- Mr. Amar Nath Mr. Neeraj Bajaj Mr. Mayank Khanna (upto
11.08.2015)
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate in securities by the Directors and
designated employees of the Company. The Code prohibits the purchase or
sale of Company shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window
is closed.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company adopted its Whistle Blower Policy on 12th February 2015,
more specifically required as per NBFC guidelines, even when the same
was non-mandatory as per clause 49 of the Listing Agreement.
The Whistle Blower Policy/Vigil mechanism provides a mechanism for the
director/employee to report violations, without fear of victimization
of any unethical behavior, suspected or actual fraud, violation of the
Code of Conduct etc. which are detrimental to the organization's
interest. The mechanism protects whistle blower from any kind of
discrimination, harassment, victimization or any other unfair
employment practice.
RISK MANAGEMENT
The Board of Directors, at its meeting held on 22nd December 2014, has
constituted risk management Committee for the Company which provides
for identification, assessment and control of risks which in the
opinion of the Board may threaten the existence of the Company. The
Management identifies and controls risks through a properly defined
framework in terms of the aforesaid policy.
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
1. Attendance of Board Meetings and Board Committee Meetings
2. Quality of contribution to Board deliberations
3. Strategic perspectives or inputs regarding future growth of Company
and its performance
4. Providing perspectives and feedback going beyond information
provided by the management
5. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the
Board will not participate in the discussion of his / her evaluation.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March
2015 have been disclosed as per Schedule III to the Companies Act,
2013.
SUBSIDIARIES COMPANIES:
The Company does not have any subsidiary Company.
SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed M/s A.K Popli &
Co., Practicing Company Secretary (Membership No. 3387), to conduct the
Secretarial Audit and his Report on Company's Secretarial Audit in form
MR-3 are appended to this Report as "Annexure III".
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is annexed to this report.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance
requirements as set out by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The Certificate from
the Auditors of the Company confirming compliance with the conditions
of Corporate Governance as stipulated under Clause 49 is also published
elsewhere in this Annual Report.
CFO CERTIFICATION:
Certificate from Mr. Yashwant Saini, Chief Financial Officer pursuant
to provisions of Clause 49(V) of the Listing Agreement, for the year
under review was placed before the Board of Directors of the Company at
its board meeting held on 27/05/2015. A copy of the certificate on the
financial statements for the financial year ended March 31, 2015 is a
part of Corporate Governance Report.
DEPOSITORY SYSTEM:
The Company has electronic connectivity with both depositories namely
Central Depository Services (India) Limited and National Securities
Depository Limited. As on March 31, 2015, 88.33 % of the Company's
paid-up share capital representing 44149377 equity shares is in
dematerialized form (including promoters shareholding). In view of the
numerous advantages offered by the Depository system, Members holding
shares in physical mode are requested to avail of the facility of
dematerialization of the Company's shares on either of Depositories.
DISCLOSURES:
Directors' responsibility statement as required by section 134(5) of
the Companies Act, 2013 appears in this report.
Disclosures as prescribed by NonÂBanking Financial (Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007
and other NBFC regulations have been made in this Annual Report.
A Cash Flow Statement for FY2015 is attached to the Balance Sheet.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
support and co-operation, which the Company continues to receive from
its associates and bankers. The Directors are also thankful to the
shareholders for their unstinted support to the Company.
By Order and on behalf of the board
For CAPITAL TRADE LINKS LIMITED
Sd/-
Place: Delhi Neeraj Garg
Dated: 11/08/2015 Chairman
Mar 31, 2014
Dear Shareholders,
The Directors have immense pleasure in presenting the 29th Annual
Report of your Company and the audited statement of accounts for the
financial year ended March 31st 2014.
FINANCIAL RESULTS
The performance of the Company for the financial year ended March 31,
2014 is summarized below:
(InRs.)
Particulars 2013-2014 2012-2013
Profit before Tax 762,674.00 408,943.00
Taxation 287,583.00 127,000.00
Profit after Tax 475,346.00 282,107.00
Less: Transfer to Special Reserve 95,069.00 56,700.00
Balance c/f to Balance Sheet 380,277.00 225,407.00
OPERATION OF THE COMPANY
The total revenue of the company for the FY2014 was Rs. 43,301,382 as
compared to Rs. 25,614,515 for FY2013 and incurred a profit before tax
of Rs.762,674 (Rupees Seven Lacs Sixty Two Thousand Six Hundred Seventy
Four)in current year as compare to Rs. 408,943 (Rupees Four Lacs Eight
Thousand Nine Hundred Forty Three only) in previous year. Capital Trade
Links aims in maximizing its profit keeping the risk factors associated
with the financial markets and related sectors.
SHARE CAPITAL
During the year, the company splitted its share capital from Rs. 5
crores divided into 50 Lacs shares of Rs. 10 each to Rs. 5 crores
divided into 5 crores shares of Re. 1 each.
CHANGE OF MANAGEMENT
During the year under review, there is a change in the management of
the company. Mr. Suresh Agrawal, Mr. Harish Chnadra Agrawal and Mrs.
Rashmi Agrawal has resigned from the services of the company with
effect from 27th March 2014. The Board places on its record its
gratitude for the services rendered by all of them during their tenure
as member of the Board.
Mr. Krishan Kumar, Mr. Mayank Khanna and Mr. Nee raj Garg have been
inducted as additional directors of the Company, with effect from 27th
March 2014 and they hold office upto the ensuing Annual General Meeting
of the Company. The Company has received notices from members pursuant
to Section 257 of the Companies Act, 1956, proposing the candidature of
Mr. Krishan kumar, Mr. Mayank Khanna and Mr. Neeraj Garg for
appointment to the office of directors of the Company, if elected at
the ensuing Annual General Meeting. The Board recommends their
appointment as Directors of the Company.
At the ensuing annual general meeting Mr. Amar Nath who will retire by
rotation and, offer himself for reappointment in terms of provision of
Article of Association of the Company.
TIMELY REPAYMENT OF LOANS AND LIABILITIES
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the creditors and/or banks during the year under
review.
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve Bank of India as applicable to it.
DIVIDEND
Your Directors recommend to conserve profits for its future prospects
of business, therefore, Board of Directors do not recommend
distribution of any dividend for the year ending on 31 March, 2014.
LISTING
During the year, equity shares of the company got listed on Bombay
Stock exchange having a scrip code & name is "538476 & CTL" and this
will provide more liquidity to its securities. It also proposes to list
the securities on National Stock Exchange Limited. Board of Directors
of the company also proposed to file an application for de-listing the
securities of company from Delhi Stock Exchange Limited and investor in
the region of stock exchange will not suffer as securities are listed
on BSE has nationwide trading terminal.
FUTURE PROSPECTUS
The year 2013-14 has not been satisfactory for the company. While on
one hand, company successfully scaled it operations through improved
reach and streamlined business to an ever growing consumer base, on the
other hand, it undertake funding initiatives, mitigating interest risk
to a large extent.
Company plans to achieve new horizons in the business loans including
Small and Medium Enterprises (SME), Lending to corporates, individuals,
partnership firms and others. Company sees growth opportunities in each
of its existing business areas, arising from the strong growth momentum
of the economy.
As an NBFC, we are exposed to the market & credit risk, interest rate
risk. The company has invested in market and people to reduce and
diverse risk influenced by external environment. Company is looking for
new areas for broader development in finance sector, through a variety
of innovative ideas and initiatives. We are looking forward to
enhancing our finance facilities.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
Being a Non Banking Financial Company, no disclosures are required
pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988. The company is not involved in any
manufacturing activity.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There is no foreign exchange & earnings during the year under review.
CORPORATE GOVERNANCE
Company has complied with the corporate governance norms as stipulated
under the provisions of the Listing Agreement entered into with stock
exchange and prescribed by the Securities Exchange Board of India
(SEBI).
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year ended 31st March 2014 has been given in
Corporate Governance Report, which is attached and forms part of this
Annual Report.
The Management Discussion & Analysis is given as a separate statement
forming part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors hereby confirm:
1. That in the preparation of the Annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
2. That the directors have selected such accounting policies and
applied then 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 at the end of the financial year.
3. That the directors have taken proper and ssufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. That the directors have prepared the annual accounts on a going
concern basis.
5. That the Company has adequate internal systems and controls in
place to ensure compliance of laws applicable to the Company.
PARTICULARS OF EMPLOYEES
None of the employees of your company were drawing emoluments exceeding
the limits prescribed under section 217 (2A) of the Companies Act,
1956, read with the Companies (Particular of Employees) Rules, 1975
during the year.
AUDITORS AND AUDITORS'' REPORT
The Board places their gratitude to the Auditors for their services.
The observations made in the Auditors Report read with notes to
accounts thereon are self explanatory and do not require any further
explanations.
The Directors further recommend appointment of M/s A. C Gupta &
Associates , Chartered Accountant (Registration no. 008079N) as
Statutory Auditor of the Company to audit the accounts of the Company
for the financial year 2014-15 in place of retiring Auditors M/s Nitin
Mittal & Co., Chartered Accountants, who have expressed their
unwillingness to be reappointed at the ensuing Annual General Meeting
of the Company. Certificate has been received from M/s A. C Gupta &
Associates to the effect that their appointment as Auditor of the
Company, if made, would be within the limits prescribed under the act.
INTERNAL CONTROL SYSTEM
Your company has a reasonable control system commensurate with its size
and the nature of services provided by the company, which is being
reviewed, periodically for more effectiveness. The company has an audit
committee, which regularly reviews the internal audit observations and
put corrective measures through justified actions.
HUMAN RESOURCES DEVELOPMENT & INDUSTRIAL RELATIONS
The Company continues to enjoy cordial and warm relations with the
employees and executives at all levels. The Company maintained
healthy, cordial and harmonious industrial relations at all levels.
APPRECIATION
The Directors wish to place on record its appreciation for the
continued co-operation extended by various Bankers, Govt. Departments
and the members. The Directors also express their appreciation to the
employees at all levels, for their dedicated services rendered to the
Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the sincere appreciation
for the continued co-operation, support and services from Banks,
Central & State Government authorities, Regulatory authorities, Stock
Exchanges, Shareholders, Management and Employees and all the various
stakeholders.
For and on behalf of the Board
Sd/- Sd/-
Director Director
(Krishan Kumar) (Neeraj Garg)
Mar 31, 2013
The Directors have pleasure in submitting the Annual Report for the
year 2012 13 together with the audited accounts for the year ended on
March 31 2013.
FINANCIAL RESULTS
2012-2013 2011-2012
(Rupees) (Rupees)
Profit before Tax 10S&43-13 174740,06
Taxation 126836.12 54034.00
Profit after Tax 282107.01 120706.06
Less: Transfer to Special Reserve 56.700.00 24,100,00
2254O7.01 96606.06
DIVIDEND
In order to conserve profits for its future business, the Board of
Directors do not recommend distribution of any dividend for the year
ending on 31th March, 2013.
OPERATION OF THE COMPANY
During the year under review, the Company's profit before tax has
increased from fly. 1,74.740.06 (One Lacs Seventy four Thousand seven
Hundred Forty) to Rs- 4,08,943.13 (Four Lacs Eight Thousand Nine
Hundred Forty Three). Your Directors feel that barring unforeseen
circumstances the Capital Market and money market should improve
further and accordingly the performance of the Company should be
better.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company being a Finance Company, therefore Information pursuant to
Section 2l7(l)(e} of the companies act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 Is not applicable.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign Exchange earning* and outgo during the year under
review,
CORPORATE GOVERNANCE
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate of
Auditors on compliance of the provisions of Corporate Governance as
mentioned in the Listing Agreement is also annexed.
The Management Discussion & Analysis is given as a separate statement
forming part of the Annual Report.
DIRECTORS RESFONSLBILITY STATEMENT:
Pursuant to the provision* of sub-section (2AA) of Section 217 of the
Companies Act, 1956, your Directors hereby confirm:
1. That in the preparation of the Annual accounts, the applicable
accounting standards have hen followed along with proper en p la
nation relating to material departures, If any;
2. That the directors have selected such accounting policies and
applied then 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 at the end of the financial year.
3. That the directors have taken proper and sufficient care for [he
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. That the directors have prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES:
None of the employees of your company were drawing emoluments exceeding
the limits prescribed under section 217 (ZAJ of the Companies Act,
1956, read with the Companies (Particular of Employees) Rules, 1975
during the year.
DIRECTORS
Mr. Suresh Agrawal has resigned from the directorship of the company
with effect from 21st August, 2013. The Board1 places on its record Its
gratitude for the services rendered by Mr. Suresh Agrawal during his
tenure as member of the Board.
Mr. Amar Nath and Mr. Girdhari Lai Mangal have been inducted as
additional directors of the Company, both with effect from 02nd August,
2013 and they hold office up to the ensuing Annual General Meeting of
the Company. The Company has received notice* from members pursuant to
Section 257 of the Companies Act, 1956, proposing the candidature of
Mr, Amar Nath and Mr. Girdhari Lai Mangal for appointment to the office
of directors of the Company, if elected at the ensuing Annual General
Meeting. The Board commends their appointment as Directors of the
Company.
At the ensuing annual general meeting Mr. Harish C Agrawal will be
retire by rotation and, being eligible, offer themselves for
reappointment in terms of provision of Article of Association of the
Company.
AUDITORS AND AUDITORS' REPORT
M/s Nitin Mittal & Company, Chartered Accountants (Fern Registration
no. 017&42N), are proposed to be appointed as Statutory Auditors of the
Company to audit the accounts of the Company for the financial year
2013-14 in piece of retiring Auditors M/s P. K, Gaur & Associates,
Chartered Accountants, who have expressed their unwillingness to be
reappointed at The ensuing Annual General Meeting of the Company,
Certificate have been received from them to the effect that their
appointment as Auditors of the Company, if made, would be within the
limits prescribed under Section 224(16) of the Companies Act, 1956.
The Auditors' Report and Motes to the Accounts referred to in the
Auditors' Report are serf- explanatory and therefore, does not call for
any further comments and explanations.
INTERNAL CONTROL SYSTEM:
The company has a reasonable control system commensurate with its sire
and the nature of services provided by the company, which is being
reviewed, periodically far more effectiveness. The company hp n
unfit committee, which regularly reviews the Internal audit
observations and put corrective measures through justified actions,
HUMAN RESOURCES DEVELOPMENT;
The Company continues to enjoy cordial and warm relations with the
employees and executives at all levels, it provides direction for the
people working In the organization, Special training programs,
workshops, seminars, etc., were continued during the year with a focus
towards infusion of technical skill and quality consciousness in order
to improve productivity, efficiency and quality,
INDUSTRIAL RELATIONS:
The industrial relation among all within the organization was cordial,
They maintained highest level of discipline and decency for the growth
of the organization.
APPRECIATION:
The Directors wish to place on record its appreciation for the
continued co-operation extended by various Financial Institutions,
Bankers, Govt, Departments and the members. The Directors also express
their appreciation to the employees at all levels, for trek dedicated
services rendered to the Company.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company being a registered non-honking finance company has observed
all the prudential norm:. prescribed by the Reserve Bank of India,
ACKNOWLEDGEMENT
The Board of directors would like to thank the Company's. Clients,
Employees, Shareholders, Bankers and all other persons associated with
the Company for their continued Support,
By Order of the Board of Directors
FOR CAPITAL TRADE LINKS LIMITED
Ptace: New Delhi Harish C.Agrawal Suresh C.Agrswal
Date: 02.082013
DIRECTOR DIRECTOR
Mar 31, 2012
The Members
The Directors have pleasure in submitting their 25th Annual Report
together with the audited accounts for the year ended on March 31,
2011.
FINANCIAL RESULTS
2011-2012 2010-2011
(Rupees) (Rupees)
Profit before Tax 147740.06 76338.92
Taxation 54034.00 23589.00
Profit after Tax 120706.06 52749.92
Less: Transferred to Special
Reserve 24100.00 10550.00
Balance b/f from Previous year (498508.30) (540708.22)
Balance transferred to Balance
Sheet (474408.30) (530158.22)
DIVIDEND
In view of the low profitability during the year under review, the
Directors expressed their inability to recommend any dividend for the
year ended on March 31, 2012.
OPERATION OF THE COMPANY
During the year under review, the Company''s profit before tax has
increased from Rs. 76338.92/- to Rs. 1,74,740.06/-. Your Directors
feel that barring unforeseen circumstances the Capital Market and money
market should improve further and accordingly the performance of the
Company should be better.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company being a Finance Company, therefore information pursuant to
Section 217(1)(e) of the Companies act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is not applicable.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under
review. CORPORATE GOVERNANCE:
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate of
Auditors on compliance of the provisions of Corporate Governance as
mentioned in the Listing Agreement is also annexed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub - section (2AA) of Section 217 of the
Companies Act, 1956, your Directors hereby confirm:
i. That in the preparation of the Annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. That the directors have selected such accounting policies and
applied then 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 at the end of the financial year.
iii. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv. That the directors have prepared the annual accounts on a going
concern basis. PARTICULARS OF EMPLOYEES:
None of the employees of your company were drawing emoluments exceeding
the limits prescribed under section 217 (2A) of the Companies Act,
1956, read with the Companies (Particular of Employees) Rules, 1975
during the year.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of Mr. Umesh Agrawal, Mrs.
Rashmi Agarwal and Mr. Suresh Agrawal.
DIRECTORS
Mr. Suresh C. Agrawal and Smt. Rashmi Agrawal, Director retires by
rotation and being eligible, offer themself for re-appointment.
ACCOUNTS AND AUDIT
The Directors are of the view that the notes appended to the accounts
and referred to by the Auditors in their Report are self-explanatory
and do not require any further explanation.
AUDITORS
M/s. P. K. Gaur & Associates, the retiring Auditors hold office until
the conclusion of the ensuing annual general Meeting and being eligible
offer themselves for re-appointment. The Company has received a
certificate in terms of provisions of Section 224(1B) from them
confirming their eligibility for the proposed re-appointment.
LISTING:
The Equity Shares of Company are listed with Delhi Stock Exchange
Limited.
CASH FLOW STATEMENT:
As required under clause-31(2) of the Listing Agreement, a cash flow
statement, as prepared in accordance with the Accounting Standard-3
issued by the Institute of Chartered Accountants of India, is given
along with Balance Sheet and Profit and Loss Account.
CAUTIONARY STATEMENT:
Statement in this report, particularly those which relate to Management
Discussion and Analysis describing the Company''s objective,
projections, estimates and expectations may constitute "forward
looking statements" within the meeting of applicable laws and
regulations. Actual results might differ materially from those
expressed or implied in the statement depending on the circumstances.
INTERNAL CONTROL SYSTEM:
The company has a reasonable control system commensurate with its size
and the nature of services provided by the company, which is being
reviewed, periodically for more effectiveness. The company has an audit
committee, which regularly reviews the internal audit observations and
put corrective measures through justified actions.
HUMAN RESOURCES DEVELOPMENT:
The Company continues to enjoy cordial and warm relations with the
employees and executives at all levels. It provides direction for the
people working in the organization. Special training programs,
workshops, seminars, etc. were continued during the year with a focus
towards infusion of technical skill and quality consciousness in order
to improve productivity, efficiency and quality.
INDUSTRIAL RELATIONS:
The industrial relation among all with in the organization was cordial.
They maintained highest level of discipline and decency for the growth
of the organization.
GENERAL:
The note forming part of the accounts being self-explanatory, the
comments made by the auditors in their report are not required to be
dealt separately.
APPRECIATION:
The Directors wish to place on record its appreciation for the
continued co-operation extended by various Financial Institutions,
Bankers, Govt. Departments and the members. The Directors also express
their appreciation to the employees at all levels, for their dedicated
services rendered to the Company.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company being a registered non-banking finance company has observed
all the prudential norms prescribed by the Reserve Bank of India.
ACKNOWLEDGEMENT
The Board of directors would like to thank the Company''s Clients,
Employees, Shareholders, Bankers and all other persons associated with
the Company for their continued Support.
By Order of the Board of Directors
For Capital Trade Links Limited
Sd/- Sd/-
Place: New Delhi Harish C. Agrawal Suresh C. Agrawal
Date: 03.09.2012 Director Director
The Members
Your Directors have pleasure in submitting their 25th Annual Report
together with the audited accounts for the year ended on March 31,
2011.
FINANCIAL RESULTS
2011-2012 2010-2011
(Rupees) (Rupees)
Profit before Tax 147740.06 76338.92
Taxation 54034.00 23589.00
Profit after Tax 120706.06 52749.92
Less: Transferred to Special
Reserve 24100.00 10550.00
Balance b/f from Previous year (498508.30) (540708.22)
Balance transferred to Balance
Sheet (474408.30) (530158.22)
DIVIDEND
In view of the low profitability during the year under review, the
Directors expressed their inability to recommend any dividend for the
year ended on March 31, 2012.
OPERATION OF THE COMPANY
During the year under review, the Company''s profit before tax has
increased from Rs. 76338.92/- to Rs. 1,74,740.06/-. Your Directors
feel that barring unforeseen circumstances the Capital Market and money
market should improve further and accordingly the performance of the
Company should be better.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company being a Finance Company, therefore information pursuant to
Section 217(1)(e) of the Companies act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is not applicable.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no foreign exchange earnings and outgo during the year under
review. CORPORATE GOVERNANCE:
Report on the Corporate Governance as prescribed by the Listing
Agreement is annexed and forms part of Annual Report. A certificate of
Auditors on compliance of the provisions of Corporate Governance as
mentioned in the Listing Agreement is also annexed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub - section (2AA) of Section 217 of the
Companies Act, 1956, your Directors hereby confirm:
i. That in the preparation of the Annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. That the directors have selected such accounting policies and
applied then 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 at the end of the financial year.
iii. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv. That the directors have prepared the annual accounts on a going
concern basis. PARTICULARS OF EMPLOYEES:
None of the employees of your company were drawing emoluments exceeding
the limits prescribed under section 217 (2A) of the Companies Act,
1956, read with the Companies (Particular of Employees) Rules, 1975
during the year.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of Mr. Umesh Agrawal, Mrs.
Rashmi Agarwal and Mr. Suresh Agrawal.
DIRECTORS
Mr. Suresh C. Agrawal and Smt. Rashmi Agrawal, Director retires by
rotation and being eligible, offer themself for re-appointment.
ACCOUNTS AND AUDIT
The Directors are of the view that the notes appended to the accounts
and referred to by the Auditors in their Report are self-explanatory
and do not require any further explanation.
AUDITORS
M/s. P. K. Gaur & Associates, the retiring Auditors hold office until
the conclusion of the ensuing annual general Meeting and being eligible
offer themselves for re-appointment. The Company has received a
certificate in terms of provisions of Section 224(1B) from them
confirming their eligibility for the proposed re-appointment.
LISTING:
The Equity Shares of Company are listed with Delhi Stock Exchange
Limited.
CASH FLOW STATEMENT:
As required under clause-31(2) of the Listing Agreement, a cash flow
statement, as prepared in accordance with the Accounting Standard-3
issued by the Institute of Chartered Accountants of India, is given
along with Balance Sheet and Profit and Loss Account.
CAUTIONARY STATEMENT:
Statement in this report, particularly those which relate to Management
Discussion and Analysis describing the Company''s objective,
projections, estimates and expectations may constitute "forward
looking statements" within the meeting of applicable laws and
regulations. Actual results might differ materially from those
expressed or implied in the statement depending on the circumstances.
INTERNAL CONTROL SYSTEM:
The company has a reasonable control system commensurate with its size
and the nature of services provided by the company, which is being
reviewed, periodically for more effectiveness. The company has an audit
committee, which regularly reviews the internal audit observations and
put corrective measures through justified actions.
HUMAN RESOURCES DEVELOPMENT:
The Company continues to enjoy cordial and warm relations with the
employees and executives at all levels. It provides direction for the
people working in the organization. Special training programs,
workshops, seminars, etc. were continued during the year with a focus
towards infusion of technical skill and quality consciousness in order
to improve productivity, efficiency and quality.
INDUSTRIAL RELATIONS:
The industrial relation among all with in the organization was cordial.
They maintained highest level of discipline and decency for the growth
of the organization.
GENERAL:
The note forming part of the accounts being self-explanatory, the
comments made by the auditors in their report are not required to be
dealt separately.
APPRECIATION:
The Directors wish to place on record its appreciation for the
continued co-operation extended by various Financial Institutions,
Bankers, Govt. Departments and the members. The Directors also express
their appreciation to the employees at all levels, for their dedicated
services rendered to the Company.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company being a registered non-banking finance company has observed
all the prudential norms prescribed by the Reserve Bank of India.
ACKNOWLEDGEMENT
The Board of directors would like to thank the Company''s Clients,
Employees, Shareholders, Bankers and all other persons associated with
the Company for their continued Support.
By Order of the Board of Directors
For Capital Trade Links Limited
Sd/- Sd/-
Place: New Delhi Harish C. Agrawal Suresh C. Agrawal
Date: 03.09.2012 Director Director
Mar 31, 2011
Dear Shareholders
The Directors have pleasure in submitting their 26th Annual Report
together with the audited accounts for the year ended on March 31.2011
FINANCIAL RESULTS
2010-2011 2009-2010
(Rupees) (Rupees)
Profit Before Tax 76,338.92 90,512.37
Provision for Taxation
(net of deferred tax) 23,589.00 44,700.00
Profit after Tax 52,749.92 45,812.37
Less : Transferred to Special Reserve 10,550.00 -
Balance b/f from previous year 5,40,708.22 5,72,496.59
Balance transferred to Balance Sheet 4,98,508.30 5,40,708.22
DIVIDENT
In View of the low profitability during the year under review the
Directors express their inability to recommended any dividend for the
year ended on March 31 2011
OPERATIONAL REVIEW OF THE COMPANY
During the year under review the company's profit before tax has
decreased from Rs. 90512.37 to Rs. 76,338.92. Your Directors feel that
herring unforeseen circumstances the Capital Market and money market
should improve and accordingly the performance of the company should be
better.
CONSERVATION OF ENERGY TECNOLOGY ABSORPTION
Your company being a finance companies ther fore information pursuant
to section 217(1)(e) of the companies act 1956 with companies
Disclosure of particulars in the report of Board of Directors Rules
1988 is not applicable
FOREIGN EXCHANGE EARNINGS & OUTGO
The company has not earned any foreign exchange from its business
operation during the current financial year. There is no outgo of
foreign exchange during the year 2010-11
CORPORATE GOVERANCE
The Board of Directors supports the principles of corporate governance
in addition to the basis governance issues. The board says strong
emphasis on transparency accountability and integrity Your company
strives for excellence with the objective of enhancing the shareholders
value. We ensure the practise of Corporate Governance in your esteemed
company All Function and discharged in professionally sound, competent
and transparent number.
A detailed report on the company's efforts at the adopting principles
of corporate governance prescribed under the clause 49 of the listing
agreement is produced as part of the Annual report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the previous of sub - section(2AA) of section 217 of the
companies act 1956 your Directors hereby confirm;
i. That in the preparation of the Annual accounts the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. That the directors have selected such accounting policies and
applied then 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 at the end of the financial year
iii. That the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. That the directors have prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your company were drawing emoluments exceeding
the limits prescribed under section 217 (2A) of the companies Act 1956
read will the companies (Particular of Employees) Rules 1975 and
companies (particulars of Employees) Amendment Rules 2011 vide GSR 289
(E) dated 31.03.2011 During year.
AUDIT COMMITTEE
The Audit Committee of the company comprises of Mr. Umesh Aggarwal,
Rashmi Agarwal and Mr. Suresh Agrawal.
DIRECTORS
Shri Suresh Agrawal and Shri Umesh Agarwal Director retires by rotation
and being eligible offer themselves for re-appointment.
ACCOUNTS AND AUDIT
The Directors are of the view that the notes appended to the accounts
and referred to by the Auditors in their Report are Self- Explanatory
and do not require any further explanation.
AUDITORS
M/s P.K Gaur & Associates the retiring Auditors hold office until the
conclusion of the ensuing annual general meeting and being eligible
offer themselves for re-appointment. The company has received a
certificate in terms of provisions of Section 224(1B) from them
confirming their eligibility for the proposed re-appointment.
LISTING
The Equity Shares of Company are listed with Delhi Stock Exchange
Limited.
CASH FLOW STATEMENT
As required under clause-31(2) of the listing agreement, a cash flow
statement as prepared in accordance with Accounting Standard-3 issues
by the institute of chartered accountants of India, is given along with
Balance Sheet and Profit and Loss account.
CAUTIONARY STATEMENT
Statement in this report particularly those which relate to Management
Discussion and Analysis describing the company objective projections
estimates and expectations may constitute forward looking statements
within the meeting of applicable laws and regulations Actual results
might differ materially from those expressed or implied in the
statement depending on the circumstances.
INTERNAL CONTROL SYSTEM
The company has a reasonable control system commensurate with its size
and the nature of services provided by the company which is being
reviewed periodically for more effectiveness. The company has an audit
committee which regularly reviews the internal audit observations and
put corrective measures through justified actions.
HUMAN RESOURCES DEVELOPMENT
The company continues to enjoy cordial and warm relations with the
employees and executives at all levels. It provides direction for the
people working in the Organization. Special training programs workshops
seminars etc were continued during the year with a focus towards
infusion of technical skill and quality consciousness in order to
improve productivity efficiency and quality.
INDUSTRIAL RELATIONS
The industrial relation among all with in the organization was cordial.
They maintained highest level of discipline and decency for the growth
of the organization.
GENERAL :
The note forming part of the accounts being self-explanatory the
comments made by the auditors in their report are not required to be
dealt separately.
APPRECIATION
The Directors wish to place on record its appreciation for the
continued co-operation extended by various Financial Institutions
Bankers Govt Departments and the members. The Directors also express
their appreciation to the employees at all levels, for their dedicated
services rendred to the company.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The company being a registered non-banking finance company has observed
all the prudential norms prescribed by the Reserve Bank of India.
ACKNOWLEDGEMENT
The Board Directors would like to thank the company Clients Employees
Shareholders Bankers and all other persons associated with the company
for their continued Support.
By Oder of the Board of Directors
For Capital Trade Links Limited
Place : New Delhi
Date : 02.09.2011 Director Director
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