Capital Trust Ltd Directors Report.

Your Directors take pleasure in presenting the Thirty fourth 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, 2020.

1. FINANCIAL RESULTS

The Companys financial performance for year ended 31st March, 2020 is summarized below:

Particulars

Standalone

Consolidated

2019-20*

2018-19*

2019-20* 2018-19*
Total Income from operations

14,758.00

18713.32

15,509.10 19,315.67
EBIDTA

7,010.91

8897.47

7,333.28 8925.05
Less:
Interest

6,071.08

7616.46

5,880.75 7593.13
Depreciation

89.46

93.66

89.46 93.46
Profit Before Tax

850.37

1187.54

1,363.07 1238.46
Profit/(Loss) after tax

53.28

905.62

427.39 850.92
Available for appropriation

53.28

905.62

427.39 850.92
Transfer to Reserve fund u/s 45IC of

10.66

16.80

57.93 16.80
Act, 1934

*The figures for the year 2018-19 have been regrouped due to applicability of Ind-AS.

2. FINANCIAL PERFORMANCE

With effect from 1st April, 2019, IND-AS became applicable to the company. The year also impacted due to various external issues with sector. The last year figures has been regrouped due to implementation of IND-AS. The company has now been started Capital Digital Loans where the repayment is taken from the customers digitally.

The income of the company has decreased from Rs. 19315.76 Lakhs to Rs. 15509.10 Lakhs mainly due to drop in portfolio. The interest expenses have come down to Rs. 588.75 Lakhs from Rs. 7593.13 Lakhs during the year. The Profit before tax have increased to Rs. 1363.07 Lakhs from Rs. 1238.46 Lakhs during the year 2019-20. The net profit was Rs. 427.39 Lakhs in year 2020 as compared to Rs. 850.92 Lakhs in the year 2019. The company has 241 branches in 10 states.

Your company has never failed in paying any instalments or interest to the lenders. The company enjoys good reputation with all its stakeholder. The credit rating of the company is BBB as on 31st March, 2020.

3. FUND RAISING

During the year under review, there has not been any change in the capital. The total outstanding as on 31st March,2020 is Rs. 4800 Lakhs from the Banks and other financial institutions. In addition to that the company has also entered into Direct assignment transactions and thus raising Rs. 12094 Lakhs during the year.

During the year the company has prematurely repaid the entire NCDs to Bearing Equity Asia.

4. DIVIDEND

Due to present Covid-19 situation, the management has decided to retain the profits and not to recommend any dividend.

5. RESERVE FUNDS

As per section 45 IC of RBI Act 1934, the Company has transferred Rs. 10.66 Lakhs to Reserve Fund i.e aggregating of 20% of its net profit.

6. CREDIT RATING

The Credit Rating of the Company was BBB from Care Ratings on 31st March, 20.

7. 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.

8. SUBSIDIARY COMPANIES

The Company has two wholly owned Subsidiaries in the name of Capital Trust Microfinance Private Limited and Capital Trust Housing finance Private Limited. The Audited Annual Financial Statements of Subsidiary Companies are tabled before the Audit Committee and Board of Directors of the company. Copies of the Minutes of the Board Meetings of Subsidiary Companies are tabled at the subsequent Board Meetings held.

9. COMPLIANCE WITH RBI GUIDELINES:

Your Company is compliant with all the applicable RBI regulatory norms. Since the company has become systematically important Non deposit taking NBFC, the company is complying with all the provisions of the master directions in this regard. The companys subsidiary company Capital Trust Microfinance Pvt. Limited has also become the systematically important Non deposit taking NBFC as a group company of Capital Trust Limited. In addition to it, the Capital Trust Microfinance Private Limited, which is a NBFC- MFI is fully compliant with the master directions for Microfinance Companies in India.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio of the company on consolidated basis was 46.66% as of March 31, 2020 as against the minimum capital adequacy requirements of 15% by RBI. The company is having adequate capital to sustain the future growth.

11. SHARE CAPITAL

There has not been any change in the authorised capital of the company. The paid up capital of the company remains at 16,36,14,150 divided to 1,63,61,415 equity shares of Rs. 10/- each.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. However Covid-19 has impacted the business as the disbursements have stopped for the time being.

13. COVID 19 Response Strategy Capital Trust Limited

COVID 19 IMPACT ON BUSINESS

The client base is from the semi-urban / rural segment and are occupationally mainly in the self-employed services segment. The situation is rapidly evolving and we are monitoring it. Impact analysis based on current data is as follows:

A. Low Geographic Correlation: Geographically our operations are not in the urban areas where the incidence of cases is high. Following district wise mapping (based on 26th March 2020 data of 492 cases) shows that 35 out of our 240 branches are in areas with discovered cases. These branches comprise approx. 11% of the AUM. Furthermore, our branches are in the rural areas of these districts and majority of cases discovered are from urban centers.

B. Borrowers dependent on local economy & providing essential services: Most of the customers are self-employed and linked to the local economy. Many are providing essential services (like dairy, grocery shops etc).

C. Cash collections stopped: In line with Government of India guidelines, initially all cash collections had stopped. Only digital collections are continuing. However now the collection percentage has increased.

D. Moratorium of 3 months given by RBI: Given the exceptional circumstances, the RBI has allowed lenders to give moratorium of 3 months on loan repayments. The company has also given the option of moratorium to its customers.

E. Disbursements have been put on hold since 23rd March 2020. We will evaluate the situation before starting disbursements again.

F.Pushing for Digital Collection: Since August 2019 your company had stopped disbursing loans with cash collection model and new loans originated were focusing only on digital collection. This was our Capital Digital initiative which is at the core of our organizations future strategy. The company has originated Rs. 17124 Lakhs of portfolio under this model with high degree of success. However there is still a large part of our portfolio which was originated before the new model where collection is cash based. During this period we will focus on training and educating clients on the digital mode of repayment. The company have already started this exercise and have started training our staff for conversion to digital payment.

G. Staff Training & Calling: the company is supporting its staff during this difficult time as they are a critical part of the company and the society. Logistics and financial support is being provided wherever required. In the medium term the company will focus on staff training, digital attendance and a work from home protocol that involve regular client calling.

H. Constant Monitoring & Analysis: the company is constantly monitoring the portfolio and increasing the contact with the client telephonically. The company has prepared the action plans for post-lockdown and post-moratorium periods. The HODs do atleast 4 meeting through video conferencing to be on top of the crisis.

I. Constant Touch with customer: During the lockdown period all Capital Trust staff have to make phone call to the clients. The company is calling about 20000 clients per day. The calls are regarding training the clients for option of paying the instalments through digital payments, updation of contact numbers, Arrear calls etc.

J. Business Continuity: As per our BCP, the company has access to all information through cloud based servers and work from remote location is on . Each employee of the company is involved in work and are in touch with their departmental heads through daily conference calls.

K. Low leverage: The company has one of the lowest leverage of 1.76X amongst NBFCs in the industry. During this crisis, it is serving as a cushion for both asset quality and liquidity. As a large part of the on balance sheet portfolio is financed through equity, the ALM position becomes strong.

L.Cash & Bank: The company had sufficient liquidity for a moderate stress scenario.

14. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of Business and the company continues to do the business as a Non- Banking Finance Company.

15. CORPORATE SOCIAL RESPONSIBILITY

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

Name Designation Category
Col. Vijay Kumar (Retd.) Chairman Independent Director
Mr. Sanjiv Syal Member Independent Director
Mr. Yogen Khosla Member Managing Director
Mrs. Anju Khosla Member Executive Director

Your company is working with the people who are left by the Banks and large NBFCs as for them they are very small. The company provides financial assistance to these people to earn their livelihood and live their life with financial freedom. Your company is targeting missing middle. The company is also providing training to these poor people free of cost and providing them employment in the company. During the year, Capital Trust has implemented wide range of activities by providing training to people at Rural and semi urban areas in various fields in finance and credit sector free of cost for financial literacy and further facilitating employment opportunities to deserving candidates.

16. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing the Companys enterprise wide risk management framework and overseeing that all the risk that we are facing like strategic, financial, credit, market, market liquidity, interest rate risk, equity price, security, IT, Legal, Regulatory, reputational and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks. The Committee also has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The various measures to overcome principal risks and uncertainties are thoroughly studied and placed before the board and Audit Committee. The Companys management systems, organizational structures, processes, standards, code of conduct and behavior 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.

17. CORPORATE GOVERNANCE

The Company is in compliance with the Corporate Governance requirement of Companies Act, 2013 also those set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Report. The company has also adopted various Social and Environmental policies and the same is placed on the website of the company www.capitaltrust.in.

A certificate from statutory auditors M/s Singhi & Co., Chartered Accountants, confirming compliance with the condition of Corporate Governance as stipulated under the listing Regulation also form part of the Annual Report.

18. 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 arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. 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.

21. 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.

22. NUMBER OF MEETINGS OF THE BOARD

The Board met 4 times during the financial year 2019-20 viz., on May 27, 2019, September 14, 2019, December 12, 2019 and February 04, 2020.

The maximum interval between any two meetings did not exceed 120 days.The details of these meetings are given in Corporate Governance Report, which forms part of directors report.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state that: in the preparation of the annual accounts for the year ended March 31, 2020, 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, 2020 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.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the preparation of financial statements and financial reporting as also functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL

A) RETIRE BY ROTATION

During the year under review, Mrs. Anju Khosla (DIN-03496484), Director of the Company, retires by rotation. She being eligible offers herself for reappointment and was reappointed as Non- Executive Director of the Company.

b) CESSATION/ RESIGNATION

During the year Mr. Sachin Kumar Bhartiya, Nominee Director and Mr. Ashutosh Pradeep Sardesai, Nominee Director resigned from the board due to withdrawl of their nomination by the India 2020 Fund-II. Their resignation was accepted by Board on June 20, 2019 and August 29, 2019 respectively.

The company has appointed Mr. Abhinav Sharma as an Independent Director and Ms. Suman Kukrety as an Independent Woman Director of the company with effect from December 12, 2019 and March 28, 2020 respectively.

Brief profile of the new directors is given hereunder:

Mr. Abhinav Sharma

Abhinav is a CFA Charter holder from CFA Institute, USA. Certified Financial Risk Manager from Global Association of Risk Professionals, USA. MBA(Finance) (ICFAI Business School, Hyderabad India), B.A.(Hons) Economics (Delhi University).His focus area is Debt Funding: Bank Loans, Project Finance, Structured loans from NBFCs, NCDs, Securitization, Cross border transactions (incl. ECB, Masala Bonds), Structured Debt, Strategic Consulting: Risk Management, Credit Administration Systems, RBI Compliance for NBFCs,Capital Structure and Funding Strategy,Strategic Growth Planning.

Ms. Suman Kukrety

Mrs. Kukrety is a competent professional with 17 years of quality experience in legal consultancy, legal documentation in civil and criminal cases before the Supreme Court of India, High Courts, District Courts and quasi-judicial tribunals. She has vast experience in ad-hoc as well as institutional arbitrations before Indian Council of Arbitration (ICA), International Centre for Alternate Dispute Resolution (ICADR).

Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

26. BOARDS INDEPENDENCE

Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Col. Vijay Kumar (Retd.) (DIN 06979864)

2. Mr. Nikhel Kochhar (DIN 01021382)

3. Mr. Sanjiv Syal (DIN 00271256)

4. Mr. Abhinav Sharma (DIN 07641980)

5. Ms. Suman Kukrety (DIN 08730773)

27. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The appointment of the directors of the company is as per the Policy framed for the Selection and Appointment of Directors. The policy is in compliance with the provisions of the Companies Act, 2013 and SEBI Listing (Obligations and Disclosure Requirements) Regulations. The directors are appointed on the recommendation of the Nomination and Remuneration Committee.

28. NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has formulated and adopted a nomination and remuneration policy which is disclosed on our website.

29. ANNUAL EVALUATION OF BOARD MEMBERS

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

Pursuant to the provisions of the Companies Act 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board is required to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the Audit Committee, Nomination and Remuneration Committee.

The executive Directors are evaluated on the basis of

Organizational goals Persistence Continuous improvement Decency
Humility Integrity Setting a vision for companys work Managing execution
External communication and relationship building Enhancing potability Understanding of and commitment to the company Building strong organisation

The Independent Directors are evaluated on the basis of:

Structure of the Board - Competency, Experience and Qualifications of directors, Diversity in Board under various parameters, Appointment Process

Meetings of the Board - Regularity of meetings and adequacy, discussions and recording of dissent, if any.

Recording of minutes, dissemination of information

Functions of the Board - Role and responsibilities of the Board

Strategy and performance evaluation

Management of Conflict of interest

Stakeholder value and responsibility

Corporate culture and values

Facilitation of independent directors

Evaluation of performance of the management and feedback

Independence of the management from the Board

Access of the management to the Board and Board access to the management

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

Information on Directors Appointment /Re-appointment

A brief resume of the Director proposed for the appointment/re-appointment at the ensuing Annual General Meeting, the nature of his/her experience in specific functional areas and name of Companies in which he hold Directorship and Membership of committees of the Board are provided in the Notice of the Annual General Meeting of the company.

30. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

Audit Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Nomination and Remuneration Committee

Risk Management Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report.

31. EMPLOYEE STOCK OPTION SCHEME

Capital Employee Welfare Trust under Capital Trust Employee Stock Option Scheme, 2016 holds 143915 shares. The trust has not granted any shares to employees yet. There has not been any further allotment of shares to the Trust.

32. VIGIL MECHANISM

The company has adopted Vigil Mechanism policy with a view to provide a mechanism for directors and employees of the Company to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The policy is available on the website of the company www.capital-trust.com.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 READ WITH RULES

The Company is in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a prevention of sexual harassment policy in place. The Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy on Sexual Harassment of Women at Workplace is available on the website of the company www.capital-trust.com.

34. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

The Statutory Auditors of the Company M/s Singhi & Co. Chartered Accountants (Firm Registration No. 302049E), were appointed as the statutory auditor of the from the conclusion of 31st Annual General Meeting held on 10th August, 2017 to hold office till the conclusion of Thirty Sixth Annual General Meeting in the year 2021-22 on such remunerations may be mutually agreed between the Board of Directors of the Company and the Auditors. However the appointment is subject to the ratification by the members in the ensuing Annual General Meeting. For that purpose the resolution is being placed before the members for their approval.

b) Secretarial Audit

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

The Board has appointed M/s Shashank Sharma and Associates, firm of Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 forms part of this Report. The Report does not contain any qualification, reservation or adverse remark.

c) Internal Auditor

The Company had appointed KPMG, Accountants as Internal Auditor. The Internal Auditor has submited reports on quarterly basis which is placed before the audit committee of company.

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

(i) Statutory Auditors report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report.

(ii) Secretarial Auditors 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.

36. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review, the Statutory Auditors have mentioned that that no fraud by the Company has been noticed or reported during the year. However, the Company has discovered instances of embezzlement of cash aggregating Rs. 45.88 Lakhs by some employees against which Company has recovered Rs. 6.07 Lakhs and Rs. 39.81 Lakhs has been written off in the statement of profit and loss.

37. ANNUAL EVALUATION OF THE BOARD

A statement on formal evaluation of the Board is mentioned in the Corporate Governance Report which is provided separately in this Annual Report.

38. 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, 2020.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of Energy/ Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Foreign exchange earnings for the FY 2019-20 were Nil.

Foreign Exchange Inflow: Nil Foreign Exchange Outflow: Nil

40. PARTICULARS OF EMPLOYEES

The statement showing the name of every employee of the company, who

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore Two lakh rupees :

S. No. Particulars Details
1. Name and Designation Mr. Yogen Khosla,Managing Director
2. Remuneration received Rs. 15381555
3. Nature of Employment Permanent
4. Qualifications Mr. Yogen Khosla is a commerce and Experience graduate from Loyola College, Chennai. He introduced the company into retail lending of Micro loans in rural and semiurban areas in 2008. He has led the company to being adjudged as to one of the top 100 Small and Medium Enterprises in India by India SME Forum in 2017.
5. Date of Commencement of Employment 01-04-2003
6. Age 58
7. Last Employment Associated with the company since inception
8. Percentage of Equity Shares Held 36.91%

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, pro rata rate which, in the aggregate, was not less than Eight Lakhs Fifty thousand rupees per month;

NIL

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that Year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. : NIL

41. GRIEVANCE REDRESSAL

Your Company has adopted a well-structured customer grievance redressal mechanism and provides customers a reliable and easily accessible interface for timely and fair resolution of enquires & complaints. The helpline Number is printed on each document shared with the customers and a person is dedicated to address the customer grievances. The helpline number is available in each branch with the contact person and the contact details of the Officials of the Reserve Bank of India for escalation of grievances if company is unable to redress the complaints. Grievance Redressal Mechanism is also available on the website of Capital Trust to facilitate easy access.

42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

43. DIVIDEND DISTRIBUTION POLICY

(i) Scope and Purpose a. Capital Trust Limited ("the Company") equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited.

b. This Dividend Distribution Policy ("the Policy") defines conditions to be considered by the Board for recommending / paying a dividend to the shareholders of the Company.

The Board of Directors will recommend any interim / annual dividend based on this Policy, applicable laws, as well as any specific financial or market conditions prevailing at the time.

c. Subject to the factors mentioned in para 1.2 above, the Company has a consistent dividend policy for "distribution of dividend out of profits and the Board may recommend the rate".

d. The Policy set out the broad criteria to be considered for determining the proposed dividend to appropriately reward shareholders through dividends while supporting the future growth of the Company.

(ii) Dividend Policy

a. Dividend Distribution Philosophy

i. The Company believes in long term value creation for its shareholders while maintaining the desired liquidity and leverage ratios and protecting the interest of all the stakeholders.

Accordingly, the focus will continue to be on sustainable returns in terms of dividend, in consonance with the dynamics of business environment.

b. The circumstances under which shareholders may not expectdividend

i. The Company shall comply with relevant statutory requirements that are applicable to the Company in declaring dividend or retained earnings. Generally, the Board shall determine dividend for a particular period after taking into consideration financial performance of the Company, advice of executive management and other parameters described in the Policy.

c. The financial parameters that shall be considered while declaring dividend

i. As in the past, subject to provisions of applicable law, the Companys dividend pay-out will be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. ii. Based on above and, subject to factors mentioned in para 2.4 below, the Company will endeavour to maintain steady level of dividend.

d. The internal / external factors that shall be considered for declaration ofdividend

i. When recommending / determining the dividend, the company will consider, amongst other matters:

1. actual results for the year and the outlook for businessoperations

2. providing for anticipated capital expenditures or acquisitions to further enhance shareholder value or meet strategic objectives

3. setting aside cash to meet debt repayments

4. changes in cost and availability of external financing

5. level of dividends paid historically

6. retaining earnings to provide for contingencies or unforeseeable events

7. the overall economic environment including taxation

8. changes in government policy, industry rulings and regulatory provisions

e. Policy on utilization of retained earning

i. The utilization of retained earnings will include:

1. Inorganic / organic growth

2. Diversification opportunities / capital expenditure

3. Fund based requirement of company, its subsidiaries, joint ventures and/or other investee companies

4. General corporate purposes including contingencies

5. Investments in the new/existing business

6. Any other permitted use under the Companies Act, 2013 and applicablelaws

f. Provisions with regard to various classes of shares

i. The provisions contained in this policy shall apply to all classes of shares of the Company.

It may be noted that currently the Company has only one class of shares, namely, equity shares.

(iii) Review and Disclosure

a. This policy will be reviewed and amended, as and when, required by the Board and/or under applicable laws. Any revisions in the Policy will be communicated to shareholders in a timely manner.

(iv) Limitation

a. In the event of any conflict between the Act or the SEBI Regulations or other statutory enactments ("the Regulations") and the provisions of this policy, the Regulations shall prevail over this policy. Any subsequent amendment / modification in the Regulations, in this regard, shall automatically apply to this policy.

(v) Disclaimer

a. The Policy does not constitute a commitment regarding future dividends of the Company, but only represents a general guidance regarding payment ofdividend.

b. The statement of the policy does not in any way restrict right of the board to use its discretion in the recommendation of the dividend to be distributed considering various factors mentioned in the policy. Further, subject to the provisions of applicable laws, the board reserves the right to depart from the policy as and when circumstances sowarrant.

44. ACKNOWLEDGMENTS

The Board of Directors acknowledge and place on record their appreciation for the guidance, co-operation and encouragement extended to the Company by the Government of India, Ministry of

Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited,Bombay Stock Exchange Limited and other concerned Government departments/agencies at the Central and State level as well as various domestic financial institutions/banks, agencies etc. Your Directors also convey their gratitude to the shareholders, various various Banks/Multilateral agencies/financial Institutions/ credit rating agencies for the continued trust and for the confidence reposed by them in CTL.

The Company is also thankful to the Statutory Auditors and Secretarial Auditor for their constructive suggestions and co-operation.We would also like to place on record our appreciation for the untiring efforts and contributions made by the employees towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD

OF CAPITAL TRUST LIMITED

Sd/-

Chairman and Managing Director

DIN-00203165

Dated: 20.06.2020

Place: New Delhi