CAPITAL FIRST Notes to Accounts

b. Terms / Rights attached to Equity Shares:


The Company has only one class of equity shares having a par value of '''' 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend, if any is proposed by the Board of Directors and is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.


h. Share Application Money Pending Allotment


Share application money pending allotment represents money received from employees pursuant to exercise of stock options '''' Nil (Previous Year : Rs, 14.96 lakhs) The shares were allotted on April 12, 2016.


* Amount disclosed under the head ‘Other current liabilities'''' (Refer Note No. 10)


a. Security details for Secured Redeemable Non-Convertible Debentures


1. Debentures of Rs, 94,000.00 lakhs (Previous Year: Rs, 151,000.00 lakhs) are secured by first pari-passu charge on the fixed asset owned by the Company and first exclusive charge on the standard receivables of retail and corporate loan assets and other current assets of the Company.


2. Debentures of Rs, 298,220.00 lakhs (Previous Year: Rs, 35,000.00 lakhs) are secured by first pari-passu charge on the fixed asset owned by the Company and first pari-passu charge by way of hypothecation, over standard present and future receivables.


3. All secured debentures are secured by first pari-passu charge on the fixed asset owned by the Company and first pari-passu/exclusive charge by way of hypothecation, over standard present and future receivables. The total asset cover required thereof has been maintained as per the terms and conditions stated in the respective Debenture Trust Deeds.


c. Security details for Secured Term loans


1. Term loans of Rs, NIL (Previous Year: Rs, 2,000.00 lakhs) is secured by way of first exclusive charge on receivables of priority sector lending of the Company.


2. Term loans of Rs,487,939.86 lakhs (Previous year: Rs, 647,222.12 lakhs) is secured by way of first pari passu charge on receivables of retail, wholesale credit and current assets of the Company.


3. Term loans of Rs, 111,500.00 lakhs (Previous Year: Rs, 47,250.00 lakhs) is secured by way of first exclusive charge on receivables of the Company.


These Debentures have a ‘Call Option'''' which may be exercised by the Company only after the instrument has run for a year of ten years from the date of allotment. Further, call option shall be exercised by the Company only with the prior approval of Reserve Bank of India (RBI) and as per RBI guidelines. It also have a coupon rate step-up option of 100 bps, which shall be exercised only once during the whole life of the instrument, in conjunction with the Call Option, after the lapse of 10 years from the date of allotment of issue. The coupon rate will be higher by 100 bps for subsequent years if Call Option is not exercised by the Company. The claim of the investors shall be pari passu among themselves and with other subordinated indebtedness of the Company, superior to the claims of investors in equity shares and subordinate to the claims of all other unsecured creditors and depositors of the Company, as regards repayment of principal and interest by the Issuer.


* Additional Information:


1. Cash credit (including Working Capital Demand Loan) of Rs, 155,725.21 lakhs (Previous Year: Rs, 104,092.01 lakhs) is secured by way of first pari passu charge on receivables of retail, wholesale credit and current assets of the Company.


2. Cash Credit of Rs, 10,052.53 lakhs (Previous Year: Rs, 39,535.22 lakhs) is secured by way of first exclusive charge on receivables of the Company.


** Details of Unsecured Inter Corporate Deposits from related parties


During the year, the Company has raised Rs,NIL at the rate of NIL (Previous Year: Rs, 3,244.00 lakhs at the rate of 9.75%) by way of Inter Corporate deposits, which is repayable on NIL (Previous Year: February 23, 2017).


3. Post-Employment Benefit Plans


The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year of service. Gratuity expense has been included in ‘Contribution to provident fund and other funds'''' under employee benefit expenses.


The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the respective plans.


ESOS 2009


No further options were granted during the year under this scheme. The options will vest in graded proportion of 20% each year after the expiry of 1, 2, 3,4 and 5 year respectively. All the options in respect of earlier grant are exercisable within 5 years from the date of vesting or 10 years from the date of grant, whichever is later.


ESOS 2011


No further options were granted during the year under this scheme. The options will vest in graded proportion of 20% each year after the expiry of 1, 2, 3, 4 and 5 year respectively. All the options are exercisable within 5 years from the date of vesting or 10 years from the date of grant, whichever is later.


ESOS 2012


No further options were granted during the year under this scheme. The options will vest in graded proportion of 20% each year after the expiry of 1, 2, 3, 4 and 5 year respectively. All the options under this grant are exercisable within 5 years from the date of vesting or 10 years from the date of grant, whichever is later.


ESOS 2014


No further options were granted during the year under this scheme. The options will vest in graded proportion of 25% each year after the expiry of 1, 2, 3 and 4 years respectively. All the options are exercisable on completion of 5 years from the effective grant date (i.e April 2, 2014) but prior to expiry of 10 years from the effective grant date.


ESOS 2016


The Nomination and Remuneration Committee of the Board of Directors through Circular Resolution dated July 19, 2016 and December 6, 2016 respectively, has granted options in respect of 890,000 shares and 30,000 equity shares to eligible employees at an exercise price of '''' 620.00 and Rs, 531.85 respectively. The options will vest in graded proportion of 20% each year after expiry of 1,2,3,4 and 5 years respectively. All the options are exercisable on completion of 5 years from the date of grant or 6 months from the date of vesting whichever is later.


Note:


Employee stock compensation cost includes Rs, 30.86 lakhs (Previous Year: Rs, 78.37 lakhs) pertaining to incremental fair value pursuant to modification of exercise year done in earlier years.


4. Segment Reporting


Since the Company has only one reportable business segment “loans given” as primary segment and it operates in a single geographical segment within India, no disclosure is required to be given as per Accounting Standard - 17 ‘Segmental Reporting'''' as notified under Section 133 of the Companies Act, 2013 (‘the Act'''') read together with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016.


Geographical Segments:


The Company operates solely in one Geographic segment namely “Within India” and hence no separate information for Geographic segment wise disclosure is required.


5. Related Party Disclosures


Names of related parties where control exists irrespective of whether transactions have occurred or not:


Relationship Name of the Party


Holding Company Cloverdell Investment Ltd.


Subsidiaries Capital First Home Finance Limited


Capital First Securities Limited Step Subsidiary Capital First Commodities Limited


Names of other related parties :


Relationship Name of the Party


Fellow subsidiaries Dayside Investment Ltd.


Key Management Personnel Mr. V. Vaidyanathan - Chairman and Managing Director


Mr. Apul Nayyar - Executive Director (W.e.f. April 4, 2016)


Mr. Nihal Desai - Executive Director (W.e.f. April 4, 2016) Enterprises significantly influenced by key management JV & Associates LLP


personnel


Refer Annexure 1 and 1A for the transactions with related parties


6. Operating Leases


The Company''''s significant leasing arrangements are in respect of operating leases are for premises which are renewable on mutual consent at agreed terms. Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 36 to 60 months. There are no sub-leases.


The aggregate lease rentals payable are charged to the Statement of Profit and Loss.


7. During the year, the Board of Directors vide Circular Resolution dated December 14, 2016 had allotted 4,780,000 equity shares of the Company of '''' 10/- each, at the premium of ''''702.70 per equity shares on preferential basis amounting to Rs, 34,067.06 lakhs. The said funds have been utilized as on March 31, 2017. The aforesaid allotment is subject to lock-in requirements as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, with regard to said Preferential Issue.


8. Pursuant to circular no. DBR.No.BP.BC.37/21.04.048/2016-17 dated November 21, 2016 and DBR.No.BP.BC.49/21.04.048/ 2016-17 dated December 28, 2016 issued by the Reserve Bank of India (RBI) which permits Regulated Entities to defer the down grade of an account that was standard as on November 1, 2016, the Company has not opted for 90 days'''' relaxation extended by RBI for recognition of loan as Non-Performing Assets (‘NPA'''').


9. The Company''''s pending litigations comprise of claims against the Company primarily by the customers and proceedings pending with Tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its financial results at March 31, 2017. Refer note 29 for details on contingent liabilities.


10. The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.


11. The details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016 as provided in the table below:


In the Ordinary course of business Company''''s collection agencies have collected cash and customers have directly deposited cash amounting to Rs, 3,802.61 Lakhs as part of the loans repayments in the collection bank accounts of the Company during the period from November 09, 2016 to December 30, 2016. The denomination wise details of such cash has been confirmed by the Company''''s bankers.


12.The Board of Directors have recommended dividend of '''' 2.60 per share (26%) on each equity share having face value of '''' 10/- each. The proposed equity dividend and dividend distribution tax thereon are not accounted as liabilities in fiscal 201617 in accordance with revised AS-4 “Contingencies and events occurring after balance sheet date.”


13. Additional information as per guidelines issued by the Reserve Bank of India is respect of Non-Banking Financial (Non-deposit accepting or holding) Systemically Important (NBFC-ND-SI) is given in Annexure 2.


14. Figures for previous year have been regrouped/rearranged wherever necessary, to conform to current year''''s classification.


C. Derivatives


The Company has no transactions/exposure in derivative during the current and previous year.


The Company has no unheeded foreign currency exposure as on March 31, 2017 (Previous Year: '''' Nil)


D. Disclosures relating to Securitization


i) The Company has not entered into Securitization transactions during the current and previous year.


ii) Details of financial assets sold to Securitization/Reconstruction Company for Asset Reconstruction:


The Company has not sold any financial assets to Securitization/Reconstruction Company for Asset Reconstruction in the current and previous year.


iv) a) Details of non-performing financial assets purchased


The Company has not purchased any non-performing financial asset during the current and previous year. b) Details of non-performing financial assets sold


G. Miscellaneous


i) Registration obtained from other financial sector regulators


RBI registration no. N-13.01827


Company Identification no. (CIN) : L29120MH2005PLC156795


Insurance Regulatory and Development Authority CA0087 w.e.f. April 1, 2016


(Old License No. HDF 5017698 & FGG5 017698)


ii) Disclosure of Penalties imposed by RBI and other regulators


Penalties or fines pursuant to a contractual obligation are not considered as penalties or fines. Expenditure incurred for any purpose which is an offence or which is prohibited by law is restricted to items where the disclosed purpose of such payment is, to the assessor’s knowledge, an offence or prohibited by law.


iii) Related Party Transactions


Refer note no. 33 for transactions with related party transactions


iv) Ratings assigned by credit rating agencies and migration of ratings during the year Particulars Previous year


(a) Commercial Paper CARE : A1


(b) Debentures


- Perpetual Debentures CARE : AA & Brickworks : AA


- Subordinated Debt CARE : AA & Brickworks : AAA


- Other Debentures CARE : AA & Brickworks : AAA


(c) Other Bank Loan facilities CARE : AA


v) Remuneration of Directors (Non-executive) Rs, in Lakhs


- Sitting fees 24.40


- Commission 100.00


Notes:


1. As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.


2. Provisioning norms shall be applicable as prescribed in the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.


3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debts. However, market value in respect of quoted investments and break up/ fair value/ NAV in respect of unquoted invetsments should be disclosed irrespective of whether they are classified as long-term or current in category (4) above.


CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
“2019 © COPYRIGHT DYNAMIC EQUITIES PVT. LTD.”

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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