MAS FINANCIAL SERVICES LIMITED
Your Directors are pleased to present the Twenty Seventh (27th) Annualreport of your Company along with the Audited Standalone and Consolidated Accounts drawnfor the financial year ended on March 31 2022.
The Company's financial performance for the year under reviewalong with previous year's figures is given hereunder:
| || || || |
(Amount in Rs Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended on 31st March 2022 ||Year Ended on 31st March 2021 ||Year Ended on 31st March 2022 ||Year Ended on 31st March 2021 |
|Revenue from Operations ||65594.47 ||59324.71 ||69017.37 ||62739.48 |
|Other Income ||150.58 ||64.19 ||93.40 ||31.75 |
|Total Income ||65745.05 ||59388.90 ||69110.77 ||62771.23 |
|Less: Total Expenditure ||44578.25 ||40099.61 ||47462.46 ||43174.32 |
|Profit Before Tax ||21166.80 ||19289.29 ||21648.31 ||19596.91 |
|Provision for Taxation (Including Current tax Deferred Tax & Income Tax of earlier Years) ||5384.16 ||4938.99 ||5533.43 ||5044.48 |
|Net Profit ||15782.64 ||14350.30 ||16114.88 ||14552.43 |
|Profit Brought Forward ||39634.96 ||28104.57 ||39934.36 ||28381.53 |
|Net Profit after profit attributable to minority shareholders ||- ||- ||(184.12) ||(116.42) |
|Item of other comprehensive income recognised directly in retained earnings - on defined benefit plan ||(8.30) ||50.15 ||(7.19) ||54.03 |
|Profit Available for Appropriation ||55409.30 ||42505.02 ||55857.93 ||42871.57 |
|LESS: APPROPRIATIONS || || || || |
|Transfer to reserve u/s 45-IC of RBI Act 1934 ||(3156.53) ||(2870.06) ||(3156.53) ||(2870.06) |
|Transfer to reserve u/s 29-C of NHB Act 1987 ||- ||- ||(87.29) ||(66.83) |
|Final Dividend on equity shares ||(819.93) ||- ||(819.93) ||- |
|Interim Dividend on Equity Shares ||(683.28) ||- ||(683.28) ||- |
|Dividend distribution tax on Equity Shares ||- ||- ||- ||(0.32) |
|Surplus Balance carried to Balance Sheet ||50749.56 ||39634.96 ||51110.90 ||39934.36 |
Calendar Year 2021 was a year of demand recovery supply constraintsand rising inflation. The Covid-19 Pandemic has created disruption across the world inthe first quarter of financial year 2021-2022. The start of the vaccination drive in thecountry did initially lead to a momentary recovery however the resurgence of the virusacross the globe brought in renewed market uncertainty and unpredictability. The secondhalf of the year was marked by a strong recovery. The market recovered in India withimproving macroeconomic backdrop decreasing Covid case load and global recovery.
The Company has continued to operate and provide services to itscustomers which had been declared as an essential service without any significantdisruptions during COVID-19 crisis. However disruptions to businesses worldwide andeconomic slowdown may have its eventual impact on the Company. The Company has evaluatedits liquidity position and of recoverability and carrying values of its assets andaccordingly at present the management does not see any medium to long term risks in theCompany's ability to continue as a going concern and meeting its liabilities as andwhen they fall due. At MAS The well-being of our employees and
their family members is one of our foremost priorities. We restructuredour standard operating procedures and set strict protocols for the safeguard the health ofour employees and their families. We also took special care to ensure that there isminimum disruption of services to all our customers and business associates. So far thepandemic has not caused any significant business disruptions this year.
Company's revenue from operations for the financial year was
Rs 65594.47 lakhs higher by 10.57% over the previous year'srevenue from operations of Rs 59324.71 lakhs. Net Profit (PAT) is Rs 15782.64 Lakhswhich is higher by 9.98% over the previous year's PAT of Rs 14350.30 Lakhs. TheEarnings per share is Rs 28.87 (Previous years Rs 26.25).
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 beingmulti product and multi locational thus giving the distinct edge from the risk managementand scalability perspective. The focus across the product is of catering to the lower andthe middle income segment which is the key driver of our economy.
SMALL AND MEDIUM ENTERPRISE LOAN:
The focus of the company remains on serving the MSME segment. With morethan 600 MSMEs majority of them excluded from the main financial stream presents anenormous opportunity of growth. However the informality is the major concern while servingthis segment. Your Company has a distinct edge in serving this segment both from the nicheexpertise point of view and a very robust distribution network with more than 5000 centersreach along with the extended penetration available through its more than 150 NBFCpartners. This product will continue to contribute significantly towards the overallassets growth of the company.
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. We also expect thesector to regain its growth trajectory with the economoic activities bouncing back tonormal.
MRHMFL (MAS Rural Housing & Mortgage Finance Ltd. subsidiaryof MFSL) 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. The sector has also stabilized post the covid impact toa large extent and the prospects of growth especially in the area of our focus isaffordable housing seems very promising. There is huge market to be served creating roomfor all fundamentally sound lenders to grow decently. The company has an objective ofpenetrating in rural markets also starting from Gujarat and will slowly expand to othergeographies with a dictum of "extending credit where it is due" thus creatingvalue for all its stake holders. The semi urban and urban affordable space is also thefocus area of working thus covering the entire spectrum of the prospective market.
The Company has 69 branches Pan India as on March 31 2022. 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 thestakeholders to smoothen the process and is assertive in getting the right set ofdocuments.
We continue to endeavour relentlessly and are confident of creating aquality portfolio and add value to the ecosystem we work in.
MFSL's current Branch Network stands at 125 branches presentlywith expansion on the cards in the near future.
PARTNERING WITH REGIONAL NBFCs AND NBFC-MFIs:
The quality of intermediation is tested during the trying times. We allagree that in covid we witnessed one of the most trying times of the century. I am proudand delighted to share that all the partner NBFCs we work with demonstrated very highquality of intermediation by not only continuing to serve the customers at variousgeographies but also ensured very smooth repayments to all their lenders.
Over a decade of our working with this sector our belief is furtherstrengthened that financial inclusion in a country like India is a function of efficientlast mile delivery of credit for which a very robust value chain has to be nurtured anddeveloped. NBFCs in special play a pivotal role in this value chain. This business modelwithstood its credibility and our expectations even during the most trying period duringthe 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.
HUMAN RESOURCE MANAGEMENT AT MAS:
Human Resource Management plays a pivotal role in realizing theCompany's objective. Company believes that employees are the driving force forbusiness growth branding and customer satisfaction. The Company has established a robustHuman Resources (HR') system that nurtures a high performing conducive andinclusive work culture. It is managed by the active involvement of the promoters alongwith strategic inputs from a well-diversified and competent board. It emphasizes on thefreedom to express views competitive pay structure performance-based reward system andgrowth opportunities and internal job opportunities critical assignments within theorganisation for career options for the employees.
We took fresh guards while celebrating our 25th anniversary as acorporate entity. The consistent growth of the company from a modest Rs 2 cr balance sheetto current Rs 6500 cr of assets under management is possible only due to the most preciousresource of our company namely TEAM MAS. With more than 400 of them with the company formore than 5 years and 40 of them since inception including the core team is responsiblefor this stupendous compounding growth exhibited during this long tenure of two and a halfdecades. While we are confident on what we have demonstrated so far we are notcomplacent. We are constantly at work to evolve various means to increase the efficiencyof the organization while creating an atmosphere of trust and security among the team.This is a task to be worked upon and we are determined to have a very dedicated and anefficient team in order to march ahead towards realizing our mission of Excellence throughEndeavors.
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 946 employees as on March 312022. Going forward the Company will continue to focus on nurturing the right talent toachieve the business goal.
Attracting enabling promoting and retaining talent have been the keystone of HumanResource functions at MAS. We trust with all the above qualities accompanied by thedetermination to excel this team forms a formidable second line of management at MAS.Your Company will always strive to strengthen this most important resource in its quest tohave enabling human capital.
CAPITAL AND LIABILITY MANAGEMENT:
Capital and liability management is the core function which accords the robustness tothe working of the company. Right form the beginning the company has pursued the path ofbeing strongly capitalized and thus have commanded respect from all its lenders andinvestors. The respect accorded to the Company by the investors and lenders across all thecategories was a humbling experience.
The Company in tandem with its philosophy of pursuing the mission of "Excellencethrough Endeavours" will strive to maximize the shareholders' value.
The Company continues to pursue an efficient capital management policy which aims atmaximizing the return on capital employed and at the same time adhering to the prudentialguidelines laid down by RBI from time to time.
The Company by virtue of its performance over the years enjoys very good relationshipswith many leading banks and financial institutions. The Company could raise the requiredresources from various banks and financial institutions comfortably. We anticipate thesame response from all our lending partners for the coming years too. The Companyanticipates credit lines from few more banks and financial institutions besides theexisting ones.
During the year passed by when the whole sector was looked upon as a risky prepositionthe Company could not only manage to raise the required resources but also obtained creditlines for the coming year Your Company continues to command the respect and the confidenceof Bankers as their extended channel in their task of providing efficient delivery ofcredit. The Company acknowledges the constructive support of the Investors and consortiummember banks.
CAPITAL ADEQUACY RATIO
As on March 31 2022 the Company's Capital Adequacy Ratio (CAR) stood at 26.35%of the aggregate risk weighted assets on balance sheet and risk adjusted value of the offbalance sheet items which is well above the regulatory minimum of 15% providing muchneeded headroom for fund raising for business operations of the Company.
ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013
In pursuance to the provisions of Section 92(3) of the Companies Act2013 read with Rules made thereunder and amended time to time the Annual Return of theCompany for the Financial Year ended on March 31 2022 is available on the website of thecompany i.e. www.mas.co.in.
BOARD MEETINGS HELD DURING THE YEAR:
The Company had Five Board Meetings during the financial year underreview.
|Sr. Date on which Board No. Meetings were held ||Total Strength of the Board ||No. of Directors Present |
|1 19.05.2021 ||6 ||6 |
|2 22.07.2021 ||6 ||6 |
|3 11.08.2021 ||6 ||6 |
|4 27.10.2021 ||6 ||6 |
|5 02.02.2022 ||6 ||6 |
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of its knowledge and ability would like to state that: a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanations relating to material departures; b) they had selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthe year under review; c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) they had prepared annual accounts on a going concern basis; e) they had laid downinternal financial controls to be followed by the Company and such internal financialcontrols are adequate and were operating effectively; f) They had devised proper systemsto ensure compliance with the provisions of all applicable laws and such systems were inplace were adequate and operating effectively.
COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT PAYMENTOF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors paymentof Managerial remuneration Directors' qualifications positive attributesindependence of Directors and other related matters as provided under Section 178(3) ofthe Companies Act 2013 is furnished as attached to this report. "Annexure A". The weblink for the same is www. mas.co.in.
At the 26th Annual General Meeting held on August 25 2021 the membershad appointed M/s. Mukesh M. Shah & Co. Chartered Accountants (Firm Registration No.106625W) Ahmedabad as Statutory Auditors for a term of three years beginning from theconclusion of the 26th AGM till the conclusion of the 29th Annual General Meeting of theCompany.
Technical Advisors - M/s. Deloitte Haskins & Sells:
Based on the recommendation of the Audit Committee the Board ofDirectors in their Meeting held on Thursday July 22 2021 had appointed M/s. DeloitteHaskins & Sells as the Technical Advisors to the Company. The lead Engagement partnerMr. Gaurav J. Shah heads Deloitte's Audit & Assurance Practice in Gujarat since2006. The company will benefit from the services of their very senior partners based atAhmedabad.
In the Board Meeting held on May 19 2021 M/s. Ravi Kapoor &Associates Practising Company Secretaries were appointed as Secretarial Auditor of theCompany for the financial year 2021-22.
SECRETARIAL AUDIT REPORT:
In pursuance to the provisions of Section 204 of the Companies Act2013 read with Rules framed thereunder and in compliance of Regulation 24A of SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 ("Listing Regulations") M/s. Ravi Kapoor and Associates Practising CompanySecretaries had conducted secretarial audit of the company for the financial year2021-22. There was no qualification or adverse remarks made by the auditor in their reportand the said Secretarial report are annexed which is forming part to this report as
EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION RESERVATIONOR ADVERSE REMARK OR DISCLAIMER MADE:
(i) By the Statutory Auditors in his report;
There is no audit qualification reservation or adverse remark for theyear under review.
(ii) By the Company Secretary in Practice in his Secretarial AuditReport;
There is no qualification reservation adverse remark or disclaimer inaudit report issued by the Secretarial Auditors of the Company.
FRAUDS REPORTED BY THE AUDITOR
During the year under review no frauds have been reported by theAuditor (Statutory Auditor Secretarial Auditor) to the Audit Committee/ Board underSection 143(12) of the Companies Act 2013.
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 read with Rule 6 (1) and (3) of Companies(Appointment and Qualifications of Directors) Rules 2014 as amended from time to time andRegulation 16 & 25 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the Listing Regulations'). AllIndependent Directors of your Company are registered with Indian Institute of CorporateAffairs as per the requirement of Section 149 of the Companies Act 2013 and rules framedthereunder.
During the year under review the Non-Executive Directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees paid to them for the purpose of attending meetings of the Board / Committee of theCompany.
MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OFTHE COMPANIES ACT 2013:
The Company constituted its Nomination Committee on December 23 2010and the nomenclature of the Nomination committee was changed to "Nomination andRemuneration Committee" on March 20 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. TheRemuneration policy is available at the Web link https://www.mas.co.in/policy.aspx
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The loan made guarantee given or security provided in the ordinarycourse of business by a NBFC registered with Reserve Bank of India are exempt from theapplicability of provisions of Section 186 of the Act. During the year under review theCompany has invested surplus funds in various securities in the ordinary course ofbusiness. For details of the investments of the Company refer to Note 9 of the financialstatements.
PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TOIN SUBSECTION (1) OF SECTION 188:
All Contracts / Arrangements / Transactions executed by the Companyduring the financial year with related parties were in the ordinary course of business andon arm's length basis. The Audit Committee reviewed all Related Party Transaction onquarterly basis. Particulars of such related party transactions described in Form AOC-2 asrequired 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 - C".
The related party disclosures as specified under Para A of Schedule Vread with Regulation 34(3) of the Listing Regulations is forming part in Notes toFinancial Statements.
The board has approved a policy for related party transactions whichhas been hosted on the website of the Company. The web-link for the same ishttps://www.mas.co.in/policy. aspx. The related party transactions wherever necessary arecarried out by company as per this policy. There were no materially significant relatedparty transactions entered into by the company during the year which may have potentialconflict with the interest of the company at large. There were no pecuniary relationshipor transactions entered into by any Independent Directors with the company during the yearunder review.
AMOUNT IF ANY WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:
During the year under review Rs 31.56 crore transferred to statutoryreserve under Section 45 IC of RBI Act 1934.
The Company had paid an Interim Dividend of Rs 1.25/- (Rupees One andtwenty five paisa only) per share on 54662043 Equity Shares of Rs 10/- fully paid up(12.5%) aggregating to
Rs 68327553.75/- (Rupees Six Crore Eighty three Lakh Twenty SevenThousand Five hundred fifty three and seventy five paisa only) during the financial year2021-22. The same was declared by Board of Directors in their meeting held on February 022022. The said dividend was paid on February 18 2022.
Your Directors are pleased to recommend a Final Dividend of
Rs 1.75/- (Rupees One and Seventy Five Paise Only) per Equity Share on54662043 Equity Shares of Rs 10/- fully paid up (17.5%) aggregating to 95658575.25/-(Rupees Nine Crore Fifty Six Lakh Fifty Eight Thousand Five Hundred Seventy Five andTwenty Five Paisa Only) for the Financial year 2021-22 subject to the approval of membersin the ensuing Annual General Meeting of the Company. The payment of Final Dividend shallbe paid to those members whose names appears in the Register of Members of the Company orin the records of depositories as beneficial owners of Equity Shares as on August 172022. The payment of final dividend will be subject to deduction of tax at source as perthe applicable rate.
The dividend recommended is in accordance with the criteria as set outin the Dividend Distribution Policy which has been approved by the Board of Directors.Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the policy is forming part to the report as"Annexure - D". The weblink for the same ishttps://www.mas.co.in/policy.aspx.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY:
There have been 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.
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.
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 Net stage 3 of the Company is1.70% of Asset under Management as on March 31 2022.
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 1000 listed entities determined on thebasis of market capitalization as at the end of the immediate previous financial year.The Board 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 web-link forthe same is https://mas.co.in/policy.aspx
The Company has in place a Risk Management Policy and introducedseveral measures to strengthen the internal controls systems and processes to drive acommon integrated view of risks optimal and mitigation responses. This integration isenabled through a dedicated team and Risk Management Internal Control and Internal Auditsystems and processes.
Corporate Social Responsibility (CSR):
Your Company has always responded in a responsible manner to thegrowing needs of the communities in which it operates and believes in giving back tosociety in some measure that is proportionate to its success in business. During the yearyour Company has in consonance with the CSR policy of the Company undertaken a number ofinitiatives that contribute to society at large in the areas of Health Welfare andEducation.
As a responsible corporate we believe we must leverage our resourcesto support the community in tough times. Accordingly the Company had distributed BiPAPmachine and helped many other needy sufferer under its "MAS Arogya Abhiyan".During the first quarter in the year in spite of speedy recovery in the economy due toCOVID 19 pandemic and lockdown the large section of population across the countrywere affected and could not meet basic requirement i.e. Food. As part of this drive rawfood packets (groceries) containing all basic necessary food items were supplied tovillages of Gujarat. Our food distribution drive is a small gesture in this direction to provide relief to the most vulnerable of our people and to those relentlesslyworking on ground with limited support.
Education is believed to be the stepping stone to improve the qualityof life especially for the poor and the most vulnerable. In view of the same the Companyhas identified various bright students who wish to pursue higher studies but are notfinancially sound and financed them for achieving their dreams. In order of development ofthe society to curb the said causes and to achieve 100% Literacy Rate the Company takesactive interest in the education of these students and we care about providing better andquality education. Hence apart from sponsoring fees we support them by providing schoolbags stationeries uniforms sweaters school shoes and other such necessaryaccomplishment to ensure that the parents and the students do not have to take burden ofthese additional costs and stay focused while studying. A good school infrastructure makesit possible for the children that live in rural areas to study and in addition tends toimprove the attendance and interest of students and teachers in learning. The ManagementTeam at MAS Financial Services Limited is proactively involved and connected with schoolslocated at the outskirts of Ahmedabad and Gandhinagar to analyze infrastructure providedto the students and how organization can support them to make it better. It was beenobserved that many schools have no fans lights and table benches in classrooms alsostudents were having meals provided by Government under the blazing sun which might affecttheir health due to heat. Hence infrastructure related projects were taken on prioritybases wherein the Company supported these schools by providing basic infrastructure i.e.fans lights benches in classrooms Computers and more importantly construction of shedsin school premises to protect students from heat related illness. The ideology behind the"MAS Shiksha Protsahan" lies in the very essence of transforming lives throughcontinuous generation of knowledge and empowerment. Therefore Company has earmarked fundsin line with its Policy as well as prescribed CSR Guidelines.
Moreover in order to provide proper menstrual hygiene in rural areasthe Company has distributed Sanitary napkins to the female in nearby villages.
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. Accordingly the Company has identifiedvarious long term projects of Promoting Education Sanitisation Promoting Health andWelfare to ensure overall well-being and higher quality of life for all.
The CSR Report for the Financial Year 2021-2022 is annexed to thisreport as "Annexure - E". The composition of CSR Committee and thedetails of the ongoing CSR projects/ programs/activities are included in the CSRreport/section. The CSR Policy is uploaded on the Company's website at the web link:https://www.mas.co.in/policy.aspx.
FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD COMMITTEES OF THEBOARD AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of 134(3)(p) the Companies Act 2013 andListing Regulations the Board has carried out the annual performance evaluation of itsown performance the Directors individually including Independent Directors as well as theevaluation of the working of its Committees. The evaluation was carried on the basis ofstructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees level of engagement and participationBoard culture execution and performance of specific duties obligations and governance.The Board has expressed their satisfaction with the evaluation process.
In pursuant to Regulation 17(10) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluationof Independent 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 otherdirectors' not by the Director being evaluated. The board shall also review themanner in which ID's follow guidelines of professional conduct. Further in aseparate meeting of Independent Directors performance of non-independent directors theBoard as whole and the Chairman of the Company was evaluated.
(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 VENTURE COMPANIES:
The Company has 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- F". 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 G".
THE CHANGE IN NATURE OF BUSINESS:
The Company continues to carry out the same activities and during theperiod under review there is no change in the nature of business.
The Company is Non - deposit taking Non-Banking Financial Companyregistered with Reserve Bank of India and is prohibited from accepting public deposits andtherefore the Company has not accepted any deposits from public during the year underreview and there was no public deposit outstanding as on March 31 2022.
During the year under review there was no change in the capitalstructure of the Company.
During the period under review there was no change in the following NonConvertible Debenture ("NCDs") of the Company.
1. 6500 Rated Senior Redeemable Taxable Transferable ListedPrincipal Protected Market Linked Non Convertible Debentures ("NCDs") of facevalue of
Rs 100000/- (Rupees One Lakhs Only) each aggregating to Rs650000000/- (Rupees Sixty Five Crores) bearing ISIN INE348L07076 at the rate of(a) 8.80% (Eight Decimal Eight Zero Percent) (XIRR) if the Reference Index Performance isgreater than 75% (Seventy Five Percent); and/or (b) 8.75% (Eight Decimal Seven FivePercent) (XIRR) if the Reference Index Performance is equal to or lesser than 75%(Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or 0% (ZeroPercent) (XIRR) if the Reference Index Performance is lesser than or equal to 25% (TwentyFive Percent).
During the period under the review the following Non-ConvertibleDebenture of the Company was redeemed:
1. 200 Rated Listed Unsecured Redeemable Nonconvertible Debentures("NCDs") of face value of Rs 1000000/- (Rupees Ten Lakhs Only) eachaggregating to Rs 200000000/-(Rupees Twenty Crores) bearing ISIN INE348L08025 atthe rate of 13.50% p.a. were redeem on September 18 2021.
2. 1000 Rated Senior Redeemable Taxable Transferable ListedNon-convertible Debentures ("NCDs") of face value of Rs 1000000/- (Rupees TenLakhs Only) each aggregating to Rs 1000000000/-(Rupees One Hundred Crores) bearing ISININE348L07043 at the rate of 9.00% p.a redeemed on January 24 2022.
3. 1000 Rated Senior Redeemable Taxable Transferable ListedNon-convertible Debentures ("NCDs") of face value of Rs 1000000/- (Rupees TenLakhs Only) each aggregating to Rs 1000000000/-(Rupees One Hundred Crores) bearing ISININE348L07068 at the rate of 9.00% p.a. redeemed on February 19 2022.
4. 500 Rated Senior Redeemable Taxable Transferable ListedNon-convertible Debentures ("NCDs") of face value of Rs 1000000/- (Rupees TenLakhs Only) each aggregating to Rs 500000000/- (Rupees Fifty Crores) bearing ISIN INE348L07050at the rate of 9.00% p.a. redeemed on January 30 2022.
5. 400 Rated Listed Unsecured Redeemable Non convertible Debentures("NCDs") of face value of Rs 1000000/- (Rupees Ten Lakhs Only) eachaggregating to Rs 400000000/- (Rupees Forty Crore) bearing ISIN INE348L08033 atthe rate of 13% p.a. were redeemed on June 22 2022.
During the period under the review the following Non-ConvertibleDebenture of the Company was issued:
1. 10000 Rated Senior Secured Listed Transferable RedeemablePrincipal Protected Market Linked Non-Convertible Debentures ("NCDs") of facevalue of Rs 100000/- (Rupees One Lakh Only) each aggregating to Rs1000000000/- (Rupees One Hundred Crores) bearing ISIN INE348L07084 at the rateof (a) 8.50% (Eight Decimal Five Zero Percent) (XIRR) if the Reference Index Performanceis greater than 75% (Seventy Five Percent); and/or (b) 8.45% (Eight Decimal Four FivePercent) (XIRR) if the Reference Index Performance is equal to or lesser than 75%(Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or (c) 0% (ZeroPercent) (XIRR) if the Reference Index Performance is lesser than or equal to 25% (TwentyFive Percent) were issued on June 23 2021.
2. 1000 (One Thousand) Rated Senior Secured Listed TransferableRedeemable Principal Protected Market Linked Non-Convertible Debentures denominated inIndian Rupees each having a face value of
Rs 1000000 (Indian Rupees Ten Lakh only) aggregating to Rs1000000000 (Indian Rupees One Hundred Crore only) inclusive of a green shoe option ofup to Rs500000000(IndianRupeesFiftyCroreonly)comprising of 500 (Five Hundred)Rated Senior Secured Listed Transferable Redeemable Principal Protected MarketLinked Non - convertible Debentures denominated in Indian Rupees and on a privateplacement basis bearing ISIN INE348L07092 at the rate of (a) 8.50% (Eight DecimalFive Zero Percent) (XIRR) if Reference Index Performance is greater than 75% (SeventyFive Percent); and/or (b) 8.45% (Eight Decimal Four Five Percent) (XIRR) if the ReferenceIndex Performance is equal to or lesser than 75% (Seventy Five Percent) but greater than25% (Twenty Five Percent); and/or 0% (Zero Percent) (XIRR) if the Reference IndexPerformance is lesser than or equal to 25% (Twenty Five Percent) were issued on September17 2021.
3. 50 (Fifty) unsecured rated listed redeemable subordinatedtaxable transferable non-convertible debentures denominated in Indian Rupees("INR") each having a face value of Rs 10000000 (Indian Rupees One Crore)aggregating to Rs 500000000 (Indian Rupees Fifty
Crore) ("Debentures" or "NCDs") on a privateplacement basis (the "Issue"). bearing ISIN INE348L08041 at the rate of10.75% (Ten decimal seven five Percentage) p.a. were issued on October 20 2021.
4. 1000 Rated Senior Secured Listed Transferable RedeemablePrincipal Protected Market Linked Non-Convertible Debentures Denominated in Indian Rupees("INR") each having a face value of Rs 1000000/- aggregating to Rs 100 Crore("Debentures" or "NCDs") inclusive of a Green shoe option of up to Rs50 Crore comprising of 500 Rated Senior Secured Listed Transferable RedeemablePrincipal Protected Market Linked Non-Convertible Debentures Denominated in Indian Rupees("INR") (The "Issue"). each aggregating to
Rs 1000000000/- (Rupees One hundred Crores) bearing ISIN INE348L07100at the rate of (a) 8.50% (Eight Decimal Five Zero Percent) (XIRR) if Reference IndexPerformance is greater than 75% (Seventy Five Percent); and/or (b) 8.45% (Eight DecimalFour Five Percent) (XIRR) if the Reference Index Performance is equal to or lesser than75% (Seventy Five Percent) but greater than 25% (Twenty Five Percent); and/or 0% (ZeroPercent) (XIRR) if the Reference Index Performance is lesser than or equal to 25% (TwentyFive Percent) were issued on November 25 2021.
5. 500 (five hundred) unlisted subordinated unsecured redeemablenon-convertible debentures having a face value of Rs 1000000 (Indian Rupees Ten Lakh)each and an aggregate face value of Rs 500000000 (Indian Rupees Fifty Crore) bearingISIN INE348L08058 at the rate of 10.75% (Ten decimal seven five Percentage) p.a.were issued on December 29 2021. Further the Company in its Board Meeting held on May04 2022 approved the borrowing of funds by way of issuance of Secured Rated ListedRedeemable Non-Convertible taxable debentures up to an aggregate amount of Rs 1500Crores in one or more tranches through Private placement. Accordingly the following NCDswere issued till the date of this report:
1. 1000 (one thousand) rated senior secured listed transferableredeemable principal protected market linked non-convertible debentures denominated inIndian Rupees ("INR") each having a face value of
Rs 1000000 (Indian Rupees Ten Lakh) and an aggregate face value of Rs1000000000 (Indian Rupees One Hundred Crore) including a green shoe option of up to
Rs 500000000 (Indian Rupees Fifty Crore) bearing ISIN
INE348L07118 at the rate of (a)8.60% (eight decimal six zeropercent) (XIRR) if the Yield is lesser than or equal to 18% (eighteen percent); (b) 8.10%(eight decimal one zero percent) (XIRR) if the Yield is lesser than or equal to 24%(twenty four percent) but greater than 18% (eighteen percent); and/or (c) 0% (zeropercent) (XIRR) if the Yield is greater than 24% (twenty four percent) were issued on June6 2022.
2. 500(Five Hundred) rated listed redeemable senior securednon-convertible debentures denominated in Indian Rupees ("INR") each having aface value of
Rs 1000000 (Indian Rupees Ten Lakh) and an aggregate face value of Rs500000000 (Indian Rupees Fifty Crore) ("Debentures") bearing ISININE348L07126 at the rate of 8.93% (Eight Decimal nine three percentage)p.a. wereissued on June 22 2022.
The Company has complied with Ind AS as prescribed under section 133 ofthe Companies Act 2013. The Company has also complied with the directions issued by RBIfrom time to time.
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 BY REGULATORS / COURTS / TRIBUNALS:
There was no material order passed by Regulators / Courts / Tribunalsduring the year under review impacting the going concern status and company'soperations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
Internal Financial Control remains an important component to fosterconfidence in a company's financial reporting and ultimately streamlining theprocess to adopt best practices. In pursuance to provisions of Section 134(5)e) of theCompanies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 yourCompany has in place adequate internal controls with reference to financial statements andare operating effectively. The Company has devised proper system of internal financialcontrol which is commensurate with size and nature of Business. The Board has appointedM/s. Arijeet Gandhi & Associates Chartered Accountants as an Internal Auditor of theCompany pursuant to provisions of Section 138 of the Companies Act 2013 in order toensure proper internal financial control.
The assets of your Company have been adequately insured. Furthercompany has taken D&O Insurance for Directors & KMP.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (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 and Chief Executive Officer of the Company is liable toretire by rotation at the ensuing AGM and being eligible to offers herself forreappointment.
The Board of Directors in its meeting held on May 04 2022 on therecommendations of the Nomination and Remuneration Committee (NRC) further recommends tothe members of the Company for re-appointment of Mrs. Darshana Pandya (DIN: 07610402) asDirector.
Pursuant to the provisions of Sections 149 and 152 and any otherapplicable provisions of the Companies Act 2013 ("Act") and the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or reenactment thereof for the time being in force) read with Schedule IVto the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Umesh Shah (DIN: 07685672)who is eligible for reappointment to hold office for second term of five consecutive yearseffective from December 21 2021 and whose office shall not be liable to retire byrotation offers himself to be re-appointed as an Independent Director of the Company whohas submitted a declaration that he meets the criteria of independence as provided inSection 149(6) of the Act and Regulation 16 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Necessary resolutions for the appointment of the aforesaid directorsand their detailed profiles have been included in the notice convening the 27th AGM anddetails of the proposal for appointment are mentioned in the explanatory statement of thenotice.
Your directors commend their 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. Mr. Ravi Kapoor Practicing Company Secretary and proprietor ofM/s. Ravi Kapoor & Associates has issued a certificate as required under the ListingRegulations confirming that none of the directors on the board of the company has beendebarred or disqualified from being appointed or continuing as director of companies bySEBI / Ministry of Corporate Affairs or any such statutory authority. A certificate tothis effect has been enclosed with this report.
Ratio of remuneration of each director to the calculation of medianemployee's remuneration and other prescribed details
Details of managerial remuneration as required under Section 197(12)and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and other prescribed details are given as per Annexure - G'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 forming part to this Report annexed as
"Annexure H" and "Annexure I".
Your Company is committed for creating and maintaining a secure workenvironment where its employees can work in an atmosphere free of harassment exploitationand intimidation. To foster a positive workplace environment free from harassment of anynature to empower women and protect them against sexual harassment and as per therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 ("POSH Act") and Rules made thereunder we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith 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:
1. Mr. Bala Bhaskaran (Independent Director) Chairman
2. Mrs. Darshana Pandya (Executive Director) Member
3. Mr. Chetan Shah (Independent Director) Member
4. Mr. Umesh Shah (Independent Director) Member
Ms. Riddhi Bhaveshbhai Bhayani Company Secretary & ComplianceOfficer acts as the Secretary to the Audit Committee.
The composition and scope of Audit committee inter alia meets with therequirement of Section 177 of the Companies Act 2013 and in accordance with Regulation 18of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
No. of Meetings of Audit Committee held during the year: 6
|Sr. Date on which Audit No. Committee Meetings were held ||Total Strength of the Committee ||No. of Members Present |
|1. 18.05.2021 ||4 ||4 |
|2. 21.07.2021 ||4 ||4 |
|3. 22.07.2021 ||4 ||4 |
|4. 10.08.2021 ||4 ||4 |
|5. 27.10.2021 ||4 ||4 |
|6. 02.02.2022 ||4 ||4 |
In Compliance with the provisions of Companies Act 2013 and Regulation22 of Listing Regulations the Company has established a vigil mechanism and overseasthrough the Committee the genuine concerns about unethical behavior expressed by theemployees and other Directors. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of employees and the Company. The board has approved a policy forvigil mechanism which has been hosted on the website of the Company. The web-link for thesame is https://www.mas.co.in/policy.aspx.
DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:
The disclosures pursuant to Non-Banking Financial Company
- Systemically Important Non-Deposit taking Company and Deposit takingCompany (Reserve Bank) Directions 2016 is annexed herewith as "Annexure -J".
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 - K".
|Sr. Name of the Instrument ||Current Rating |
|1 Long Term Bank Facilities ||ACUITE AA-/Stable |
|2 Commercial Papers ||ACUITE A1+ |
|3 Long Term Bank Facilities ||CARE A+; Stable |
|4 Commercial Papers issue ||CARE A1+ |
|5 Non Convertible Debentures ||CARE A+; Stable |
|6 Market Linked Debentures ||CARE PP-MLD A+; Stable |
|7 Market Linked Debentures ||CARE PP-MLD A+; Stable |
|8 Subordinated Bond ||CARE A+; Stable |
|9 Market Linked Debentures ||CARE PP-MLD A+; Stable |
|10 Subordinated debt pro- gramme ||[ICRA]A (Stable) |
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.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review the Company has not made any applicationbefore the National Company Law Tribunal under Insolvency and Bankruptcy Code 2016 forrecovery of outstanding loans against customer and there is no pending proceeding againstthe Company under Insolvency and Bankruptcy Code 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company during the financial year.
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. We take this opportunity to express our heartfelt appreciation for theircontinuous support hard work and dedication.
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 Board of Directors would like to place on record their gratitudefor the guidance and co-operation extended by Reserve Bank of India and the otherregulatory authorities and to all those people who have so willingly placed their trustin the Company & the Management and to more than one million customers across all areaunder our operations who have given the Company an opportunity to serve them.
We 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 ||Darshana Pandya |
|Chairman and Managing Director ||Director & CEO |
|(DIN: 00044852) ||(DIN: 07610402) |
|Place : Ahmedabad || |
|Date : July 6 2022 || |