You are here » Home » Companies » Company Overview » MAS Financial Services Ltd

MAS Financial Services Ltd.

BSE: 540749 Sector: Financials
NSE: MASFIN ISIN Code: INE348L01012
BSE 00:00 | 20 Feb 1089.50 50.50
(4.86%)
OPEN

1053.75

HIGH

1095.60

LOW

1047.00

NSE 00:00 | 20 Feb 1088.65 54.00
(5.22%)
OPEN

1036.05

HIGH

1096.45

LOW

1036.05

OPEN 1053.75
PREVIOUS CLOSE 1039.00
VOLUME 4585
52-Week high 1269.00
52-Week low 504.95
P/E 32.34
Mkt Cap.(Rs cr) 5,955
Buy Price 1090.00
Buy Qty 32.00
Sell Price 1094.00
Sell Qty 5.00
OPEN 1053.75
CLOSE 1039.00
VOLUME 4585
52-Week high 1269.00
52-Week low 504.95
P/E 32.34
Mkt Cap.(Rs cr) 5,955
Buy Price 1090.00
Buy Qty 32.00
Sell Price 1094.00
Sell Qty 5.00

MAS Financial Services Ltd. (MASFIN) - Director Report

Company director report

To

The Members

MAS financial SERVICES LIMITED Ahmedabad

Your Directors are pleased to present the 24th ANNUAL REPORT of yourCompany together with the Audited Accounts drawn for the year ended on March 31 2019.

FINANCIAL RESULTS:

(Rs in Lakh)

Standalone

consolidated

Particulars Year Ended on 31st March 2019 Year Ended on 31st March 2018 Year Ended on 31st March 2019 Year Ended on 31st March 2018
Revenue from Operations 57233.34 45069.17 60457.65 47677.53
Other Income 24.68 20.45 12.01 3.06
Total Income 57258.02 45089.62 60469.66 47680.59
Total Expenditure 33865.07 28573.90 36668.85 30903.59
Profit Before Tax 23392.95 16515.72 23800.81 16777.00
Provision for Taxation (Including Current tax Deferred Tax & Income Tax of earlier Years) 8181.44 6172.57 8340.16 6257.97
Net Profit 15211.51 10343.15 15460.65 10519.03
Net Profit attributable to the owners of the Holding Company - - 15353.69 10437.97
Profit Brought Forward 17557.38 (4017.83) 17754.57 (3845.55)
Effect of changes in Group's interest - - 586.50 -
Profit Available for Appropriation 32768.89 6325.32 33694.76 6592.42
APPROPRiATiONS:
Transfer to reserve u/s 45-IA of RBI Act 1934 3042.30 2067.48 3042.30 2067.48
Transfer to reserve u/s 29-C of NHB Act 1987 - - 61.28 46.67
Final Dividend on equity shares 1180.70 - 1180.70 -
Interim Dividend on Equity Shares 819.93 819.93 819.93 819.93
Final Dividend on Preference shares - - 19.09 18.58
Dividend distribution tax on Equity Shares 407.35 166.95 407.91 168.00
Dividend distribution tax on Preference Shares - - 3.95 3.61
Conversion of convertible Instruments measured at Amortized Cost - (14286.42) - (14286.42)
Surplus Balance carried to Balance Sheet 27318.61 17557.38 28159.60 17754.57

BUSINESS PERFORMANCE:

In the year 2018-19 the Company crossed र 5000 crore AUM registeringa robust growth of 28.42% on YoY basis. Asset under Management is र 5338.37 crores(Previous year र 4157.02 crore).

The gross income realized by the Company is र 572.58 crore (Previousyear र 450.90 crore) comprising of income from operations and other income. Net Profitafter tax is र 152.11 crore (Previous year र 103. 43 crore) registering a robust growthof 26.99% and 47.07% respectively over the previous year. The Earning per share is र 27.83(Previous year र 21.42).

The above mentioned performance was amidst very strong headwindscreated due to certain events which had a contagion effect on the entire sector. It isworth mentioning that due to focusing on fundamentals which has been the main plank overthese two decades; enabled the company not only to navigate through this situation butachieved a higher than the targeted growth.

prospects and developments:

There is a very huge market to be served which needs an efficient lastmile delivery of credit thus creating enormous opportunity for all the financialinstitutions and NBFCs in special.

The Company continues to pursue the strategy of being multi product andmulti locational thus giving the distinct edge from the risk management and scalabilityperspective. The focus across the product is of catering to the lower and the middleincome segment which is the key driver of our economy.

SMALL AND MEDIUM ENTERPRISE LOAN:

Introduction of machinery and working capital loans to the SMEcontinues to show lot of promise as expected. We are in the process of understanding thesegment and are keen to add value to all such small and medium enterprises by extendingthe most efficient financial services.

In consonance to our policy of building up quality assets we areconfident of creating quality assets in this segment too. The focus remains on states ofoperation namely Gujarat and Maharashtra and as planned we have expanded our reach toMadhya Pradesh and Rajasthan from this year.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

This sector also during the year witnessed a low growth. We continue tofocus on Two wheeler and Commercial Vehicle financing and we adopt such business modelswhich generates required return on assets and the quality portfolio. While the company iskeen to increase this portfolio the endeavor will be to balance between yields assetquality and growth. We are confident that as we spread to newer geographies within ourdistribution network we will be achieving the desired objective.

HOUSING FINANCE:

MRHMFL (MAS Rural Housing & Mortgage Finance Ltd. - subsidiary ofMFSL) aims at serving the middle income and the lower income sector of the economyespecially in the semi urban and rural areas which are reckoned to be the key drivers ofthe sector in the coming decades. Full- fledged efforts are on to execute efficiently asper the detail planning. Being aware of the challenges involved in serving this class ofthe society a very cautious approach is adopted in building up volumes. NeverthelessCompany is quite confident of building substantial volumes in the near future. TheCompany's rural initiative will also start yielding results shortly.

The Company has 69 branches Pan India as on March 31 2019. It is worthmentioning that despite of credit worthy customer class ascertaining the title of theproperty remains a challenging job. The Company is actively involved with all the stakeholders to smoothen the process and is assertive in getting the right set of documents.

We continue to endeavour relentlessly and are confident of creating aquality portfolio and add value to the ecosystem we work in.

DISTRIBUTION NETWORK:

In continuation of our last year's efforts the process of expanding itsoperations in the various region of

Rajasthan Maharashtra Madhya Pradesh Tamilnadu Karnataka besidesGujarat is in progress. During the year Company has started operations in Diyodar andBhilwara.

PARTNERING WITH REGIONAL NBFCS AND NBFC- MFIS:

Over the period of last 9 years of our working with this sector ourbelief is further strengthened that financial inclusion in a country like India is afunction of efficient last mile delivery of credit for which a very robust value chainhas to be nurtured and developed. NBFCs in special play a pivotal role in this valuechain. This business model withstood its credibility and our expectations even during themost trying period during the last year.

Partnering with regional NBFCs and NBFC-MFIs for distribution ofvarious products and providing them the line of credit also remains one of the majorbusiness plans. We firmly believe that the players having proximity to the region are themost potential organization in the last mile delivery of credit. We not only fund them butalso share with them the domain expertise which the company possesses through its vintageof more than two decades. We continue to get encouraging response from our entire partnerNBFCs and are keen to leverage the relationships for mutual benefits. Currently we havevery strong relationships with more than 100 such organizations.

RESOURCES:

human resource MANAGEMENT AT MAS:

Human Resource Management plays a very important role in realizing theCompany's objective. The Company is managed by the active involvement of the promotersalong with strategic inputs from a well-diversified and competent board.

In an environment that is rapidly becoming technology and digitaloriented your Company continues to invest in long term people development fororganizational excellence. Constant endeavours are being made to offer professional growthopportunities and recognitions apart from imparting training to employees. Training is anintegral part of the skill development program initiated for the employees.

The articulation and implementation of the strategies is carried on bythe core team along with Team MAS. Core team at MAS is a group of dedicated and competentteam of personnel associated with the company almost since its inception and have alwaysextended unstinting support besides having identified and aligned their career objectivewith the company.

The Company has a diverse workforce of 995 employees as on 31st March2019. Going forward the Company will continue to focus on nurturing the right talent toachieve the business goal.

I trust with all the above qualities accompanied by the determinationto excel this team forms a formidable second line of management at MAS.

Your Company will always strive to strengthen this most importantresource in its quest to have enabling human capital.

CAPITAL AND LIABILITY MANAGEMENT:

After getting its securities listed in previous year this year was thehumbling experience and the respect accorded to the Company by the investors across allthe categories to say the least. The Company in tandem with its philosophy of pursuing themission of "Excellence through Endeavours" will strive to maximize theshareholder's value.

The Company continues to pursue an efficient capital management policywhich aims at maximizing the return on capital employed and at the same time adhering tothe prudential guidelines laid down by RBI from time to time.

The Company by virtue of its performance over the years enjoys verygood relationships with many leading banks and financial institutions. The Company couldraise the required resources from various banks and financial institutions comfortably. Weanticipate the same response from all our lending partners for the coming years too. TheCompany anticipates credit lines from few more banks and financial institutions besidesthe existing ones.

During the year passed by when the whole sector was looked upon as arisky preposition the Company could not only manage to raise the required resources butalso obtained credit lines for the coming year.

Your Company continues to command the respect and the confidence ofBankers as their extended channel in their task of providing efficient delivery of credit.The company acknowledges the constructive support of the Investors and consortium memberbanks.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92

(3) OF COMPANIES ACT 2013:

As required under Section 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in MGT-9 is annexed as part of this report vide "Annexure-A".The weblink for the same is www.mas.co.in.

BOARD MEETINGS HELD DURING THE YEAR:

The Company had Six Board Meetings during the financial year underreview.

Sr.

No.

Date on which board Meetings were held Total Strength of the Board No of Directors Present
1 09.05.2018 6 5
2 28.05.2018 6 5
3 24.08.2018 6 5
4 01.11.2018 6 6
5 30.01.2019 6 6
6 14.03.2019 7 7

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directorswould like to state that:

a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanations relating to materialdepartures.

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review.

c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) The directors had prepared annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and wereoperating effectively.

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws were in place and were adequate and operatingeffectively.

Company's POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Director's qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished as attached to this report. "Annexure - B". The weblink forthe same is www. mas.co.in.

AUDITORS:

At the 23rd Annual General Meeting held on June 27 2018 the membershad appointed M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors for a term of five years beginning from theconclusion of the 23rd AGM till the conclusion of the 28th AGM.

However Ministry of Corporate Affairs vide its Notification dated 7thMay 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014and accordingly provisions of requirement of ratification of appointment of auditor atevery general meeting is dispensed with. Therefore at the ensuing general meeting membersare not required to ratify Auditor's appointment and M/s. B S R & Co. LLP CharteredAccountants Ahmedabad (FRN: 101248W/W-100022)will continue to act as auditors of theCompany till the conclusion of the 28th AGM.

In the Board Meeting held on May 9 2018 M/s. Ravi Kapoor &Associates Practising Company Secretaries was appointed as Secretarial Auditor of theCompany for the financial year 2018-19.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 and in pursuant toReg. 24A of Securities Exchange Board of India (Listing Obligations & DisclosureRequirements) (Amendments) Regulations 2018 the Secretarial Audit Report for theFinancial Year ended 31st March 2019 given by Ravi Kapoor & Associates PracticingCompany Secretary is annexed to this Report as an "Annexure - C". Onequalification is raised by the Secretarial Auditor in his Secretarial Audit Report for theyear under review and the reply of the same is mentioned below in this Director's report.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QuALIFIcATION REsERVATIONOR ADVERsE REMARK OR DIsCLAIMER MADE:

(i) by the auditor in his report;

There is no qualification reservation or adverse remark or disclaimerin audit report issued by the auditors of the Company.

(ii) By the company secretary in practice in his secretarial auditreport;

Following qualification raised by the Secretarial Auditor in hisSecretarial Audit Report:

Company has made Delay in furnishing prior intimation to StockExchange(s) about agenda of recommendation of Interim Dividend.

Reply of Director for above qualification raised by secretarialAuditor:

Company has made necessary compliance by paying fines to the StockExchanges for violation of Regulation 29(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. However your Directors ensures the future compliance.

frauds reported by the auditor

During the Year under review no frauds were reported by the Auditor(Statutory Auditor Secretarial Auditor) to the Audit Committee/ Board.

a statement on declaration given by INDEPENDENT DIRECTORs uNDERsuB-sECTION (6) OF sECTION 149:

The Company has received declarations from Mr. Bala Bhaskaran Mr.Chetan Shah Mr. Umesh Shah and Mrs. Daksha Shah Independent Directors of the Companythat they meet with the criteria of independence as prescribed under Sub-section (6) ofSection 149 of the Companies Act 2013 and Reg. 25 (8) & (9) Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (RstheListing Regulation's).

matters as prescribed under sub-sections (1) AND (3) OF section 178 OFTHE COMPANIEs ACT 2013:

The Company constituted its Nomination Committee on 23rd December 2010and the nomenclature of the Nomination committee was changed to "Nomination andRemuneration Committee" on 20th March 2015 pursuant to Section 178 of the CompaniesAct 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 byway of resolution passed in accordance with provisions of the Companies Act 2013. TheNomination & Remuneration Committee consists of three Independent Directors. Thepowers and function of the Nomination and Remuneration Committee is stated in theNomination and Remuneration Committee Charter of MAS FINANCIAL SERVICES LIMITED. The copyof Nomination and Remuneration policy is available at the Website of the Company i.e. www.mas. co.in/policy.html

PARTICuLARs OF LOANs GuARANTEEs OR investments under section 186:

Since the Company is Non-Banking Financial Company registered with theRBI the disclosures pertaining to Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are not applicable.

During the financial year the Company has made investment in theEquity Share Capital of MAS Rural Housing & Mortgage Finance Limited ("theSubsidiary") up to a sum of र 90000000/- (Rupees Nine Crores only).

particulars contracts or arrangements

WITH RELATED PARTIEs REFERRED TO IN suBsECTION (1) OF sECTION 188:

All Contracts / Arrangements / Transactions entered by the Companyduring the financial year with related parties were in ordinary course of business and onarm's length basis. Particulars of such related party transactions described in Form AOC-2as required under Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 which is annexed herewith as "Annexure - D".

The board has approved a policy for related party transactions whichhas been hosted on the web Site of the Company. The web-link for the same is http://www.mas.co.in/policy. html. The relatedparty transactions wherever necessary are carried out by company as per this policy.There were no materially significant related party transactions entered into by thecompany during the year which may have potential conflict with the interest of thecompany at large. There were no pecuniary relationship or transactions entered into by anyIndependent Directors with the company during the year under review.

amount if any which the board proposes to CARRY TO ANY REsERVEs:

During the year under review र 30.42 crore transferred to statutoryreserve under Section 45 IC of RBI Act 1934.

DIVIDEND:

The Company had paid a Final Dividend of र 2.16/- (Two Rupee SixteenPaise Only) per share on 54662043 Equity Shares of र 10/- fully paid up (21.60%)aggregating to र 118070012.88/- (Rupees Eleven Crore Eighty Lakh Seventy ThousandTwelve Rupees and Eighty Eight Paise only) for the FY 2017-18. The same was declared byBoard of Directors in their meeting held on May 09 2018 which was subsequently approvedby members in the 23rd Annual general meeting held on 27th June 2018. The said dividendwas paid on 11th July 2018.

An amount of र 24040283/- was paid as dividend distribution tax onthe dividend.

During the year under review the Company had paid an interim dividendof र 1.50/- (One Rupee Fifty Paise only) per share on 54662043 Equity Shares of र 10/-fully paid up (15%) aggregating to र 81993064.50/- (Rupees Eight Crore Nineteen LakhNinety Three Thousand Sixty Four Rupees and Fifty Paise only). The same was declared byBoard of Directors in their meeting held on November 01 2018. The said dividend was paidon 27th November 2018.

An amount of र 16694641/- was paid as dividend distribution tax onthe dividend.

Further the Board of Directors of the Company has recommended a FinalDividend of र 3.60/- (Three Rupee Sixty Paise Only) per share on 54662043 Equity Sharesof र 10/- fully paid up (36%) aggregating to र 196783354.80/- (Rupees Nineteen CroreSixty Seven Lakh Eighty Three Thousand Three Hundred Fifty Four Rupees and Eighty Paiseonly) for the FY 2018-19.

Cumulatively the Board of Directors of your company has declared /recommended a total Dividend of र 5.10 per equity shares of र 10/- each (@ 51.00 %) forthe year under review.

The dividend declared/ recommended is in accordance with the criteriaas set out in the Dividend Distribution Policy which has been approved by the board ofdirectors. Pursuant to Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the policy is provided as "AnnexureE" to this Report. The weblink for the same is www.mas.co.in.

material changes and commitments affecting financial position of thecompany:

From this year IND - AS is applicable to your company apart from thisthere have been no material changes and commitments that would affect financial positionof the Company from the end of the financial year of the Company to which the financialstatements relate and the date of the directors report.

conservation of energy technology absorption foreign exchangeearnings and outgo:

• conservation of Energy and Technology Absorption:

Since the Company is operating in service sector the provisions ofSection 134(3)(m) of the Companies Act 2013 regarding conservation of energy andTechnology Absorption are not applicable.

• Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

risk management

Financing activity is the business of management of risks which inturn is the function of the appropriate credit models and the robust systems andoperations. Your Company continues to focus on the above two maxims and is always eagerto improve upon the same.

Your Company continues to give prime importance to the function ofreceivables management as it considers this the ultimate reflection of the correctness ofmarketing strategy as well as appraisal techniques. The stage III assets Net of provisionsof the company is 1.14% of total AUM as at the end of FY 2018-19

Pursuant to Regulation 21(5) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the regulations ofRisk management committee is applicable to top 500 listed entities determined on the basisof market capitalization as at the end of the immediate previous financial year. TheBoard of Directors has thus adopted a risk management policy for the Company whichprovides identification assessment and control of risks which in the opinion of the Boardmay threaten the existence of the Company. The Management identifies and controls risksthrough a properly defined framework in terms of the aforesaid policy. The weblink for thesame is http://www.mas.co.in/policy.html.

corporate social responsibility (csr):

Your Company has always responded in a responsible manner to thegrowing needs of the communities in which it operates. During the year your Company hasin consonance with the CSR policy of the Company undertaken a number of initiatives thatcontribute to society at large in the areas of health and education.

As a part of CSR initiative the Company has identified 110 brightstudents from 21 Schools who have completed their 8th Standard and wish to pursue theirhigher studies but are financially challenged and cannot afford basic requirements. TheCompany has sponsored their fees school bags stationeries for undergoing higher studiesand uniforms as well as provided vehicle for handicap students.

The Company has identified place where people were not getting freshdrinking water. In order to develop rural area and promoting health and sanitation Companyinstalled

RO Plant in Ajarapur Gandhinagar. Further Company has provided fundsto children of Indian army officials and have conducted special Hotel Management coursefor the same.

It is Company's continuous endeavor to increase its CSR impact andspend over the coming years supplemented by its continued focus towards ruraldevelopment promoting health and sanitation.

The Company is trying to explore more and more students to ensure thatbenefits reaches directly to the needed students and the process is likely to take somemore time to enable the Company to spend the entire required amount to be spend for CSR asper the provisions of Companies Act 2013.

The board has approved a CSR policy which has been hosted on the webSite of the Company. The web-link for the same is http://www.mas.co.in/policy.html.

The CSR Report pursuant to Rule 8(1) of the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended is annexed as "Annexure - F" tothis Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES OF THEBOARD AND INDIVIDUAL DiREcTORs:

Pursuant to the provisions of 134(3)(p) the Companies Act 2013 theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

In pursuant to Regulation 17(10) Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofindependent directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfillment of the independence criteria as specified in theregulations and their independence from the management.

criteria adopted for evaluation:

The Board shall evaluate the roles functions duties of IndependentDirectors (ID's) of the Company. Each ID shall be evaluated by all other director's not bythe Director being evaluated. The board shall also review the manner in which ID's followguidelines of professional conduct.

(i) Performance review of all the Non-Independent Directors of thecompany on the basis of the activities undertaken by them expectation of board and levelof participation;

(ii) Performance review of the Chairman of the Company in terms oflevel of competence of chairman in steering the company;

(iii) The review and assessment of the flow of information by theCompany to the board and manner in which the deliberations take place the manner ofplacing the agenda and the contents therein;

(iv) The review of the performance of the directors individually itsown performance as well as evaluation of working of its committees shall be carried out bythe board;

(v) On the basis of performance evaluation it shall be determined bythe Nomination and Remuneration Committee and the Board whether to extend or continue theterm of appointment of ID subject to all other applicable compliances.

subsidiaries associates and joint ventures cOMPANIEs:

The Company has only one subsidiary company i.e. MAS Rural Housing andMortgage Finance Limited. Pursuant to the provision of Section 129(3) of the CompaniesAct 2013 the performance and financial position of Subsidiaries Associates and JointVenture companies are described in Form AOC-1 which is annexed herewith as "Annexure- G". Further the Company does not have any Joint Venture or Associate Company.

particulars OF employees:

The information required under section on 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are mentioned as per "Annexure - H".

THE CHANGE IN NATURE OF BUSINESS:

There are no material changes and commitments that would affectfinancial position of the Company from the end of the financial year of the Company towhich the financial statements relate and the date of the Directors Report.

public deposits:

The Company has not accepted deposit from public during the year andthere was no deposit outstanding as on March 31 2019.

capital structure:

During the year under review there was no change in the capitalstructure of the Company.

statutory compliance:

The Company has provided for impairment of loans and advances as perIND AS 109 prescribed under section 133 of the Companies Act 2013. The Company has alsocomplied with the directions issued by RBI regarding Capital Adequacy norms.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

MATERIAL ORDER PASSED REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunalsduring the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Companies Act 2013 read with Rule 8(5)(viii) of Companies(Accounts) Rules 2014 re-emphasizes the need for an effective Internal Financial Controlsystem in the Company which should be adequate and shall operate effectively. The Companyhas devised proper system of internal financial control which is commensurate with sizeand nature of Business. Even the Board has appointed M/s. Arijeet Gandhi &Associates Chartered Accountants as an Internal Auditor of the Company pursuant toprovisions of Section 138 of the Companies Act 2013 in order to ensure proper internalfinancial control.

INSURANCE:

The assets of your Company have been adequately insured. DIRECTORSAND KMP:

Pursuant to the provisions of Section 152 (6) of the Companies Act2013 and other applicable provisions if any of the Companies Act 2013 (including anystatutory modification or re-enactment thereof for the time being in force) Mrs. DarshanaPandya (DIN: 07610402) Director & COO of the Company is liable to retire by rotationat the ensuing AGM and being eligible offers herself for reappointment.

The Board of Directors in its meeting held May 08 2019 on therecommendations of the Nomination and Remuneration Committee (NRC) further recommends tothe members of the Company to re-appointment of Mrs. Darshana Pandya (DIN: 07610402) asdirector liable to retire by rotation.

During the year the Board of Directors in its meeting held on March14 2019 on the recommendations of the NRC had appointed Mrs. Daksha Niranjan Shah (DIN:00376899) as a woman Independent Director of the Company with effect from 14th March 2019for a period of one year subject to the approval of the members in the ensuing AGM.

During the year the Board of Directors in its meeting held on March14 2019 on the recommendations of the NRC and subject to the approval of the members inthe ensuing AGM re-appointed Mr. Kamlesh Gandhi (DIN: 00044852) as the Managing Directorof the Company for a period of Five years w.e.f. April 1 2019.

During the year the Board of Directors in its meeting held on March14 2019 on the recommendations of the NRC and subject to the approval of the members inthe ensuing AGM re-appointed Mr. Mukesh C. Gandhi (DIN: 00187086) as the Whole-timeDirector of the Company for a period of Five years w.e.f. April 1 2019.

During the year the Board of Directors in its meeting held on March14 2019 on the recommendations of the NRC and subject to the approval of the members inthe ensuing AGM re-appointed Mr. Balabhaskaran (DIN: 00393346) as an Independent Directorof the Company for a period of Five years w.e.f. April 1 2019 whose earlier term asIndependent Director Expired on March 312019.

During the year the Board of Directors in its meeting held on March14 2019 on the recommendations of the NRC and subject to the approval of the members inthe ensuing AGM re-appointed Mr. Chetan R. Shah (DIN: 02213542) as an IndependentDirector of the Company for a period of Five years w.e.f. April 1 2019 whose earlier termas Independent Director Expired on March 312019.

Necessary resolutions for the appointment / re-appointment of theaforesaid directors and their detailed profiles have been included in the notice conveningthe ensuing AGM and details of the proposal for appointment / reappointment are mentionedin the explanatory statement of the notice.

Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are notdisqualified from being appointed as directors in terms of section 164 & 165 of theCompanies Act 2013.

There was no change in the Key Managerial Personnel during the year.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE CALCULATION OF MEDIANEMPLOYEE'S REMUNERATION AND OTHER PRESCRIBED DETAILS

Details of managerial remuneration as required under Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asper RsAnnexure HRs to this report.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 Management Discussion and Analysis Report and CorporateGovernance Report are annexed as "Annexure - I" and "Annexure -J" respectively to this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of anynature we have institutionalized the AntiSexual Harassment Initiative (ASHI) frameworkthrough which we address complaints of sexual harassment at the all workplaces of theCompany. Our policy assures discretion and guarantees non-retaliation to complainants. Wefollow a gender-neutral approach in handling complaints of sexual harassment and we arecompliant with the law of the land where we operate.

We have also constituted a Special Complaints Committee to consider andaddress sexual harassment complaints in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no incidences of sexualharassment reported.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM:

The Audit Committee consists of the following members:

a) Mr. Bala Bhaskaran (Independent Director) - - Chairman
b) Mr. Chetan Shah (Independent Director) - Member
c) Mr. Umesh Shah (Independent Director) - Member

No. of Meeting of Audit Committee held during the year: 6

The Audit Committee met (6) Six times during the financial year underreview.

Sr. No. Date on which Audit Committee Meetings were held Total Strength of the Committee No. of Members Present
1 09.05.2018 3 2
2 28.05.2018 3 2
3 23.08.2018 3 2
4 30.10.2018 3 3
5 28.01.2019 3 3
6 20.03.2019 3 2

The Company has established a vigil mechanism and overseas through theCommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests of employeesand the Company. The board has approved a policy for vigil mechanism which has been hostedon the website of the Company. The web- link for the same is http://www.mas.co.in/policy.html.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

The disclosures pursuant to Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (ReserveBank) Directions 2016 is annexed herewith as "Annexure-K".

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as required under Regulation 34(2)(f)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isenclosed as part of this report vide "Annexure-L".

CREDIT RATING:

During the year your Company's long term credit ratings have beenupgraded to ACUITE AA- with Stable Outlook. Also your company has been assigned highestshort term rating of ACUITE A1+ by Acuite Ratings & Research. The Credit rating wasobtained from Acuite Ratings & Research on 13th March 2019.

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

The provision of Application of Cost Record in Compliance of Companies(Accounts) Rules 2014 & in respect of section 148(1) of the Companies Act 2013 isnot applicable to the Company.

RECOGNITION:

The Company has been included in the list of Top 500 companies on BSELimited & NSE based on market capitalization.

ACKNOWLEDGEMENT

The Directors place on record their appreciation to all those peoplewho have so willingly placed their trust in the Company & the Management and to morethan one million customers across all area under our operations who have given theCompany an opportunity to serve them.

It is worth mentioning that working with many NBFC-MFIs NBFCs andHFCs has been a very encouraging experience especially in being catalyst to theirsustainability and growth. The Company looks forward to further strengthening thesynergies.

The entire MAS Team deserves the appreciation for their sincere effortsand determination to excel. The core team of MAS plays a pivotal role in articulating andimplementing the strategic decisions and thus contributing to the development of thecompany. I take this opportunity to express my heartfelt appreciation for their continuoussupport hard work and dedication.

I trust this journey will continue to be a pleasant one with theirsupport aware of the fact that we have "Miles to go.... with the confidence that"Together We Can and We Will."

Best Wishes
For and on behalf of the Board of Directors of
MAS financial services limited

 

Kamlesh C. Gandhi Mukesh C. Gandhi
Chairman and Managing Director Whole time
(DIN: 00044852) Director & CFO
(DIN: 00187086)
Place : Ahmedabad
Date : 8th May 2019