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Directors Report of Capital Trust Ltd.

Mar 31, 2017

Your Directors take pleasure in presenting the Thirty First Annual Report on the business and operations of your company along with the standalone and consolidated audited financial statements for the year ended March 31, 2017.

1. FINANCIAL RESULTS

The Company''s financial performance for year ended 31st March, 2017 is summarized below:

(Rs. In lakhs)

Standalone

%age

of

Consolidated

%age

of

Particulars

2016-17 1

2015-16

Change

2016-17

2015-16

Change

Total Income from operation

11875.9

6131.56

94%

12477.7

6131.56

103%

EBIDTA

7870.88

4341.11

81%

8383.31

4341.11

93%

Less:

Interest

2341.43

1217.85

92%

2657.33

1217.85

118%

Depreciation

39.14

20.91

87%

39.14

20.91

87%

Profit Before Tax

5490.31

3102.35

77%

5686.84

3102.35

83%

Profit/(Loss) after tax

3688.94

2024.52

82%

3785.72

2024.52

87%

Available for appropriation

3688.94

2024.52

82%

3785.72

2024.52

87%

Transfer to Reserve fund u/s 45IC of RBI Act, 1934

737.79

404.9

82%

757.14

404.9

87%

The year under review was affected by demonetization of high currency notes, which has affected the business as a whole in general and NBFCs dealing in microfinance and micro credit loans in particular. After demonetization, the disbursements had dried up and the collection was also affected due to no availability of legal currency notes with the clients. The situation improved a bit only after January, 2017. However due to elections in UP and false propaganda by political parties, the collection was low as compared to other states in India. In spite of these difficulties the company has done exceptionally well and has increased its assets under Management to Rs. 55500 Lakhs in year 2017 from Rs. 30400 Lakhs in year 2016. During the year the company has takeover a NBFC-MFI company and has started the Microfinance business under that company. The results given above are therefore consolidated as well as standalone. The consolidated income from operations has increased from Rs. 6131.56 Lakhs in year ending 31st March 2016 to Rs. 12477.67 Lakhs in year ending 31st March, 2017 increasing by 103%. The net profit has also increased from Rs. 2024.52 Lakhs in year ending 31st March, 2016 to Rs. 3785.72 Lakhs in year ending 31st March, 2017 increasing by 87%.

Your company has opened branches in two more states of Rajasthan and Madhya Pradesh. In the current year the company is planning to expand in new states. The company has always been following the path having a neat portfolio. Your company has strict checks and balances which enable the company to have a good clean portfolio.

Your company has tied up with various financial institutions thereby raising the loan of Rs. 360 crs from them during the year. Your company has never failed in paying any installments or interest to the lenders. The company enjoys good reputation with all its stakeholder.

2. FUND RAISING

During the year under review, the company has converted 1550000 warrants issued to Mr. Yogen Khosla into equal number of equity shares at the rate of Rs. 117/- per equity share. The company has allotted 143915 equity shares to Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016. Pursuant to these developments, the paid up capital of the company has increased to Rs. 16,36,14,150 divided into 1,63,61,415 fully paid equity shares of Rs. 10/- each.

3. DIVIDEND

Keeping the tradition of paying dividend, your Directors have recommended a dividend of Rs. 1.50/- per Equity Share of the company for the financial year ended March 31, 2017 amounting to Rs 2.45 crores. The Dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend payout for the year under review has been formulated to pay sustainable dividend linked to long term growth objectives of the Company.

4. RESERVE FUNDS

As per section 45 IC of RBI Act 1934, the Company has transferred Rs. 757.14 Lakhs in reserve fund i.e aggregating of 20% of its net profit.

5. CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act,

2013 and Accounting Standards (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement have been prepared, which forms part of the Annual Report.

6. SUBSIDIARY COMPANIES

During the year under review, the company took over 100% shareholding of a Microfinance Company registered with RBI in the name of Parikarma Investments and Financial Services Private Limited and subsequently changed its name to Capital Trust Microfinance Private Limited.

During the year, the Board of Directors reviewed the affairs of company''s subsidiary.

The Policy for determining material subsidiaries has been approved by the Board.

7. COMPLIANCE WITH RBI GUIDELINES:

During the year the assets of the company have crossed Rs. 500 Crores and the company has become Systematically important NBFC. The company has thus started complying the provisions as applicable to NBFC-ND-SI regulations set by Reserve Bank of India.

During the year your company has complied with all applicable regulations of the Reserve Bank of India. As per Non Banking Finance Companies RBI Directions, 1998, the directors hereby report that the company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

8. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company was 46.83% as of March 31, 2017 as compared to 18.50% in year 2015 as against the minimum capital adequacy requirements of 15% by RBI.

9. THE CHANGE IN NATURE OF BUSINESS

There has not been any change in the nature of business.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that:

i. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on

Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The company has also adopted various Social and Environmental policies and uploaded the same on the website of the company.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Information on transaction with related parties pursuant Particulars of contracts or arrangements with related parties referred to in Section 188(1) in the prescribed form AOC -2 is annexed to the Board''s Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to us.

14. PUBLIC DEPOSITS

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Section 134(3)

(a) Companies Act, 2013 and rules thereto is annexed to this report.

16. NO. OF MEETINGS OF THE BOARD DURING THE FY 2016-17

During the Financial Year 2016-17, your Board met sixteen times on 26.04.2016, 10.06.2016, 12.07.2016, 26.08.2016, 26.09.2016, 28.09.2016, 30.09.2016, 13.10.2016, 02.11.2016, 09.11.2016, 19.11.2016, 24.11.2016, 01.12.2016, 08.12.2016, 09.02.2017 and 06.03.2017. As per Companies Act, 2013 minimum four meetings are required to be held in a year. The details of these meetings are given in Corporate Governance Report, which forms part of directors'' report.

17. NOMINATION AND REMUNERATION POLICY

Capital Trust Limited believes in the manner of its affairs in a fair and transparent view by adopting the ethical behavior standards, integrity, and professionalism and in compliance of laws towards the society, government & its stakeholders. In terms of Section 178 of the Companies Act, 2013, the company has formulated and adopted the Nomination & Remuneration policy. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors and Key Managerial Personnel.

The policy is available on the website of the company www.capital-trust.com.

18. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that an organization like ours faces such as strategic, financial, credit, market, liquidity, , interest rate risk, equity price, security, , IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together manage associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

The main objects of the Risk Management Policy adopted by the company are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management and assure business growth with financial stability.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

20. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

During the year under review following changes took place on the Board:

- Cessation of directorship of Mr. Manpreet Singh Chawla at the Annual General Meeting as his name was not proposed for directorship.

- Appointment of Mr. Sachin Kumar Bhartiya as a Nominee Director pursuant to section 152 of the Companies Act, 2013.

- Appointment of Mr. Joginder Pal Dua as additional director in the capacity of Independent Director

- Reappointment of Mrs. Anju Khosla as Executive Director after retiring by rotation.

- Appointment of Mr. Nitin Dhingra as CFO of the company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.

21. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Companies Act 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee. The evaluation was placed before the board of directors in their meeting held on 6th March, 2017. The Board performance is evaluated on the basis of number of Board and Committee meeting attended by individual director, participation of director in the affairs of the company, duties performed by each director during the year.

The company has also formulated familiarization of Independent Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company d operates, business model of the Company and related matters are put up on the website of the Company www.capital-trust.com.

22. EMPLOYEE STOCK OPTION SCHEME

The company has allotted shares to Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution was passed by the members in the Extra Ordinary General Meeting 24th October, 2016.

23. COMPOSTION OF AUDIT COMMITTEE

The Audit Committee of the Company includes:

Name

Design.

Category

Mr. Hari Baskaran

Chairman Independent Director

Mr. Surendra Mahanti

Member

Independent Director

Col. Vijay Kumar (Retd.)

Member

Independent Director

24. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

25. AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

However the company has received a letter dated 30.06.2017 from M/s Walker Chandiok and Co. LLP, Chartered Accountants showing their unwillingness to continue as statutory auditors of the company.

It is now proposed to appoint M/s Singhi and Co. Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of thirty sixth Annual General Meeting in the year 2021-22.

b) Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board has appointed M/s Shashank Sharma and Associates, firm of Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2016

17. The Secretarial Audit Report for the financial year ended March 31, 2017 forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The company has appointed M/s D P Bhardwaj and Associates, Chartered Accountants as the Internal Auditors to present a fair and true view on the affairs of the Company.

26. EXPLANATIONS ON COMMENTS BY THE BOARD ON ANY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

(i) Statutory Auditor''s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

(ii) Secretarial Auditor''s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark made by Secretarial Auditor.

(iii) Internal Auditors'' Report

The Internal Audit Reports does not contain any qualification, reservation or adverse remark made by Internal Auditor.

27. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Companies Act, 2013, the company has a Corporate Social Responsibility Committee comprising of the below members:

Name

Design.

Category

Mr. Hari Baskaran

Chairman

Independent Director

Mr. Surendra Mahanti

Member

Independent Director

Col. Vijay Kumar (Retd.)

Member

Independent Director

Mrs. Anju Khosla

Member

Executive Director

Mr. Yogen Khosla

Member

Managing Director

The company is of the view that it is working for the upliftment of poor people and also imparting financial literacy. The Company has provided training to people at Rural and semi urban areas in various fields in finance and credit sector free of cost and have provided employment to deserving candidates among them. So the Company feels that there is no additional CSR expenditure required.

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2017.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 is not provided.

Foreign Exchange Inflow: Nil

Foreign Exchange Outflow: Nil

30. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees is not required to be given as Company does not have any such employee. Further company does not have any employee who is employed for part of the year and drawing remuneration of Rupees Five Lakhs per month. Further there is no employee in receipt of remuneration, which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no applicability/ no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. ACKNOWLEDGMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, employees and field staff.

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/-

Yogen Khosla

Chairman and Managing Director

DIN-00203165

Dated : 15th July, 2017

Place : New Delhi


Mar 31, 2014

TO THE MEMBERS OF

CAPITAL TRUST LIMITED

On the behalf of Board of Directors of your Company, I have the pleasure in presenting the 28th report on our business and operations of the company for the year ended March 31,2014.

1. Background

Capital Trust Limited ("Company" or "CTL an Non-Banking Finance Company ("NBFC"),holding a Certificate of Registration from the Reserve Bank of India ("RBI). CTL is headquartered in Delhi and has a wide network of approximately 65 offices across India.

2. Share Capital

The paid-up equity share capital of company on March 31, 2014 is Rs.750 lakh. 71.30% of total capital is held by promoter group.

The Preference Share capital of Company on March 31, 2014 stood Rs. 300 lakh,, which is entirely held by Indo Crediop Private Limited.

3. Results of our Operations

The financial results of the Company during the year under review are summarized as under:

(Rs. in Lakhs) Particulars Year Ended Year Ended 31.03.14 31.03.13

Gross Income from operation 1767.02 899.39

Other Income 29.08 9.36

EBIDTA 980.90 486.50

Less: Interest 678.83 325.31

Depreciation 7.37 6.77

Profit Before Tax 294.70 154.41

Profit/(Loss) after tax 182.45 154.41

Available for appropriation 182.45 154.41

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 36.49 30.88

Surplus/deficit carried to Balance Sheet 114.97 123.53

4. Operations

The Company''s gross income for the financial year ended March 31,2014 raised

Opening Collection Disbursement Closing Portfolio Portfolio

13-Apr 41.863449 4.4784 7.3040695 39.03778 13-May 39.03778 8.3624 6.5068599 40.89332

13-Jun 40.89332 6.9476 3.7429843 44.097936

13-Jul 44.097936 9.0608 6.8342758 46.32446

13-Aug 46.32446 6.7868 6.7861115 46.325148

13-Sep 46.325148 12.0184 9.143611 49.199937

13-Oct 49.199937 10.0644 7.9313415 51.332996

13-Nov 51.332996 8.2156 7.343406 52.20519

13- Dec 52.20519 16.9504 8.6975407 60.458049

14- Jan 60.458049 20.5656 9.6786739 71.344975

14-Feb 71.344975 20.12 9.1745518 82.290423

14-Mar 82.290423 22.024 11.736912 92.577511

and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014, and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. they have prepared the annual accounts of the Company on a ''going concern'' basis.

13. Audit Observations

Auditors'' observations are suitably explained in notes to the Accounts and are self- explanatory.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules,1988 is given in as an Annexure to this report.

16. Employee Particulars

The information required in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended from time to time) and forming part of the Directors'' Report for the year ended March 31, 2014 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act.

17. Corporate Social Responsibility

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

ACKNOWLEDGMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to CTL, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF CAPITAL TRUST LIMITED Sd/- Sd/- S Mahanti Yogen Khosla Chairman Director Date: 05.05.2014 Place: New Delhi


Mar 31, 2012

TO THE MEMBERS OF CAPITAL TRUST LIMITED

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31.03.12 31.03.11

Gross Income from operation 547.25 717.56

Other Income 29.68 16.94

EBIDTA 189.41 243.85

Less:

Interest 160.72 177.32

Depreciation 6.60 6.70

Profit Before Tax 22.09 59.83

Profit/(Loss) after tax 17.88 49.06

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 3.58 9.81

Surplus/deficit carried to Balance Sheet (122.04) (136.33)

The Company's Gross Income for the year ended 31st March 2012 is Rs. 576.93 Lacs before EBIDTA.

DIVIDEND

In view of carry forwarded losses from previous years, the Directors express their inability to declare any dividend for the Financial Year 2011-12.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, therefore, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

APPROPRIATION

The Company has transferred Rs. 3.58 Lacs to Reserve Fund under Section 45 I C of RBI Act, 1934 in view of a carry forward loss of Rs. 122.04 Lac in the Accounts of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis of Financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchange, is given as a separate statement in this Annual Report.

The Company's performance went through various ups and downs during the Financial Year 2011-12. This happened due to lack of funds from banks and financial institutions Company's income dropped from Rs. 717.56 lacs to Rs. 547.25 lacs, and Profit Before Tax fell from Rs. 59.83 lacs to Rs. 22.09 lacs.

However, the Company ended the year on a happy note, with portfolio standing at Rs.25.20cr including sold portfolio of Rs. 15cr. Operations at the field level showed resilience in the tough periods as well as remarkable propensity to absorb the fresh disbursements, especially in the last quarter.

DIRECTORS

Mr. N.V.Ramana, appointed on 10th May 2011 as Additional Director, pursuant to Section 260 of the Companies Act, 1956, to hold upto the date of Annual General Meeting for the Year 2010-11, ceased to be on the Board w.e.f. the last Annual General Meeting held on 12th September 2011.

Mr. C.R. Sharma, director conveyed his inability to continue as Director and resigned vide his letter dated 1st February 2012. Thereafter, the same was placed before the Board of Directors in their meeting held on 17th May 2012, at which the Board accepted his resignation.

Cdr. K.L. Khullar, Director, is liable to determination by retirement by rotation and being eligible offers his service for re-appointment.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, and Cdr. K. L. Khullar, and Mr. C. R. Sharma is provided in this elsewhere Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 30th May 2012.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption is not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo is annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed on Bombay Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2012-2013 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consists of Mr. S. Mahanty (Chairman of the Audit Committee Meeting), Mr. Yogen Khosla, and Cdr. K.L. Khullar. The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s. VSH & Associates were re-appointed as Auditors of the Company at the last Annual General Meeting held on 12th September 2011 till the conclusion of Annual General Meeting for the year 2011-12.

AUDITORS REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Company's employees during the year. Their unstinted support has been and continues to be an integral to your Company's ongoing growth. Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Company's Bankers, Govt. agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future .

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/- Sd/-

Place : New Delhi S. Mahanti Yogen Khosla

Date : 30th May 2012 Director Managing Erector


Mar 31, 2011

TO THE MEMBERS OF CAPITAL TRUST LIMITED

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under: (Rs. In Lakhs) Year Ended Year Ended Particulars 31.03.11 31.03.10

Gross Income from operation 713.23 304.04

Other Income 21.28 87.11

EBIDTA 215.69 62.64

Less:

Interest 149.16 31.18

Depreciation 6.70 5.49

Profit Before Tax 59.083 25.97

Profit/(Loss) after tax 49.06 22.07

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 9.81 0.00

Surplus/deficit carried to Balance Sheet (136.34) (171.17)

The Company gross income for the year ended 31st March, 2011 is Rs. 215.69 Lacs before EBIDTA.

Further, non performing assets (NPAs) amounting to Rs. 1,492,817.97 appeared in the Balance Sheet of the Company.

DIVIDEND

In view of carry forward losses from previous years the Directors express their inability to declare any dividend.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

APPROPRIATION

The Company has transferred Rs. 9.81 lacs Nil to Reserve Fund under Section 45 I C of RBI Act, 1934 in view of a carry forward loss of Rs. 136.34 Lac in the Accounts of the Company.

PERFORMANCE REVIEW

The industry was adversely impacted because of the Andhra Pradesh Ordinance on Microfinance. The industry is slowly on its path to recovery after there have been some clarity with the Malegam Committee recommendations and RBI directives on Microfinance.

In spite of the difficult conditions prevalent during the later half of the year the company has turned out impressive results.

The Company’s gross income grew from Rs.391.15 lacs (pr. year) to Rs.734.51 lacs during the year. Its net profit also grew from Rs.22.07 lacs (pr. year) to Rs.49.06 lacs during the current year. Net Portfolio of the company for the Financial Year ended 31st March 2010 was Rs.1238 lacs as against Rs. 1435 lacs for the year ended 31st March 2011. Maximum portfolio including managed portfolio by the company was Rs. 2344 lacs in November 2010.

The Company is also happy to note that it has diversified into new districts in Uttar Pradesh and Uttra Khand and has expanded its branch network from 26 to 40.

DIRECTORS

Mr. S. Mahanti liable to retire by rotation at forthcoming annual general meeting and being eligible to offer himself for re-appointment.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, Cdr. K. L Khullar, Mr. C. R. Sharma and Mr. N.V. Ramana is provided elsewhere in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on 2nd August 2011.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed at Mumbai Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2011-2012 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consisted of Mr. Yogen Khosla, Mr. K.L. Khullar and S. Mahanti (Chairman of the Audit Committee Meeting). The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s. VSH & Associates were re-appointed as Auditors of the company in the Annual General Meeting held on 24.05.2010 till the conclusion of Annual General Meeting for the year 2010-11.

AUDITORS REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Company's employees during the year. Their unstinted support has been and continues to be integral to your Company's ongoing growth.

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Company's Bankers, Govt. agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future

FOR AND ON BEHALF OF THE BOARD Of CAPITAL TRUST LIMITED

S. Mahanti Yogen Khosla Director Managing Director

Place: New Delhi Date : 02.08.2011


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March 2010.

The year was significant on quite a few counts for the Company. Inspite of the global liquidity crunch, the business of the Company in terms of Portfolio during the financial year 2008-09 and 2009-10, has increased from Rs. 40,298,687 to Rs. 123,871,892 and in terms of active loan clients, has increased from 6645 to 27004. The company generated public interest as was reflected in the share price movement of the company.

During the first two quarters there was slow increase in business due to shortage of funds as there was hardly any support from the Banks and other Financial Institutions. The position started improving form the 3rd Quarter. With the improvement in liquidity and better fund flow and support from Financial Institutions like, Friends of World Women Banking, IFMR Finance Capital Private Limited and also from Banks your Company continued to strengthen its positiontip to end of Financial Year ended 2010.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under: (Rs. In Lakhs)

Year Ended Year Ended Partlculars 31.03.10 31.03.09

Gross Income from operation 304.04 49.51

Other Income 87.09 118.56

EBIDTA 62.64 (102.93)

Less: Interest 31.18 22.61

Depreciation 5.49 5.09

Profit Before Tax 25.97 (130.64)

Profity(Loss) after tax 22.07 (132.69)

Available for appropriation 0.00 0.00

Transfer to Reserve fund u/s 45IC of RBI Act, 1934 0.00 0.00

Surplus/deficit carried to Balance Sheet (175.58) (193.24)

The Company gross income for the year ended 31st March, 2010 is Rs. 62.64 Lacs before EBIDTA.

Dividend

The Company has ongoing need of financial resources as the Companys core business of Microfinance is growing fast. In order to meet its growing funds requirement, the directors have decided not to declare dividend for the current year. It has therefore, decided to plough back its entire profit into the business.

Public Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

Appropriation

The Company has transferred Rs. Nil to Reserve Fund under Section 45 I C of RBI Act, 1934. The Company proposes to retain the balance profit under review and accordingly a sum of 22.07 Lacs is retained in the profit & loss account.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis of Financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing agreement with the Stock Exchange, is given as a separate statement in this Annual Report.

Performance Review

The Company has during the year shown a modest growth in providing loans to low income people in Urban, semi-urban and rural areas primarily for meeting their productive needs. Initially the area of operation was Delhi and gradually it has expanded to cover clients in parts of Haryana & Uttar Pradesh. After opening 5 branches in Delhi it established additional 18 branches in rural areas in Haryana and Western UP covering districts of Faridabad, Mathura, Aligarh and Hathras. The company has already deployed its entire capital of Rs.75 Mn. The company plans to expand in rural districts of Uttar Pradesh, Rajasthan, Madhya Pradesh and Chattisgarh

The company channelises its financial product to poor women in rural and semi-urban areas through the Grameen based methodology modified to a mini branch model. We have targeted this demographic profile as it represents a section of the population that does not have access to formal financial services. Although this population segment is earning below the international poverty line, these women have proven their ability to run micro businesses. Also, the company appreciates the importance of women empowerment due to the central role within the family and community.

The number of clients in centres varies from 10-20 with an average of 14 clients in each centre. For identifying economic status of client we consider parameters like housing condition, income level, assets owned, room shared per person, etc. After identifying potential clients through motivation meetings we provide 4 days continuous training to the women. The Branch Manager evaluates the group through the Group Recognition Test (GRT). Once the Branch Manager approves the Centre, loan will be disbursed to 60% clients on the 1 st centre meeting day and the rest 40% on the next centre meeting day. Centre meetings are conducted and repayments collected on a weekly basis.

The Board of Directors are pleased to advise shareholders that the Company has turned around in the year under review and has posted a good profit from its core business of Micro financing. The net profit has been modest on account of initial start up expenses incurred on the new business of Microfinance. The Company expects the Microfinance business to contribute to the profits of the Company in the coming financial years by expanding its operations and opening more branches. Being a new line of business, the Company worked on a low key basis with caution and now having gained insight in this line, the Company is hopeful of achieving better results in the coming financial years.

DIRECTORS

At the ensuing Annual General Meeting, Mr. K. K. Raj retires by rotation and is eligible for re-appointment. Further, Mr. K. K. Raj expressed his unwillingness to be re-appointed as Director of company.

Mr. J. S. Tomar & Mr. C. R. Sharma has been appointed as an Additional Director of the Company at the Board Meeting held on 22nd January, 2010 and 09th April, 2010 respectively. The Company has received a notice in writing under their hand signifying their candidate for the office of Director, pursuant to Section 257 of the Companies Act, 1956.

A brief profile of Mr. Yogen Khosla, Mr. S. Mahanti, Mr. K. K. Raj, Cdr. K. L. Khullar, Mr. J. S. Tomar and Mr. C. R. Sharma is provided elsewhere in this Annual Report as an Annexure to the Notice. ..

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

The above statements have been noted by the Audit Committee at its meeting held on April 09,2010.

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Your Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance and Management Discussion & Analysis are annexed hereto and forms integral part of this report. The Compliance Report as recommended is provided elsewhere in the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not given as the Company is not engaged in any manufacturing activities. And the details of foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Securities of the Company are listed at Bombay Stock Exchanges and the Company has paid Annual Listing Fees for the financial year 2010-2011 to the Stock Exchange.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Yogen Khosla, Mr. K.K. Raj and Mr. S. Mahanti (Chairman of the Audit Committee Meeting). The Corporate Governance Report contains other details of the Audit Committee of the Company.

AUDITORS

M/s VSH & Associates, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The Company has received a Certificate from the Auditors to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

For the observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further comments.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation of the dedication and commitment of your Companys employees during this year. Their unstinted support has been and continues to be integral to your Companys ongoing growth.

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Companys Bankers, Govt, agencies, customers and business associates for their continued co-operation and guidance and look forward to their continued support in future.

FOR AND ON BEHALF OF THE BOARD Of CAPITAL TRUST LIMITED

Place: New Delhi Yogen Khosla

Date: 09.04.2010 Managing Director

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