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MAS Financial Services Ltd.

BSE: 540749 Sector: Financials
NSE: MASFIN ISIN Code: INE348L01012
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VOLUME 2316
52-Week high 1107.65
52-Week low 609.95
P/E 30.33
Mkt Cap.(Rs cr) 4,426
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Sell Price 0.00
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OPEN 814.00
CLOSE 814.25
VOLUME 2316
52-Week high 1107.65
52-Week low 609.95
P/E 30.33
Mkt Cap.(Rs cr) 4,426
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 25th ANNUAL REPORT of your Company togetherwith the Audited Accounts drawn for the year ended on March 31 2020.

The summarised financial results of the Company are presented hereunder:

FINANCIAL RESULTS:

(Amount in Rs Lakhs)

Particulars Standalone Consolidated
Year Ended on 31st March 2020 Year Ended on 31st March 2019 Year Ended on 31st March 2020 Year Ended on 31st March 2019
Revenue from Operations 68239.78 57233.34 72205.89 60457.65
Other Income 71.75 24.68 35.91 12.01
Total Income 68311.53 57258.02 72241.80 60469.66
Total Expenditure 44863.77 33865.07 48381.61 36668.85
Profit Before Tax 23447.76 23392.95 23860.19 23800.81
Provision for Taxation (Including Current tax Deferred Tax 5626.45 8181.44 5734.05 8340.16
& Income Tax of earlier Years)
Net Profit 17821.31 15211.51 18126.14 15460.65
Profit Brought Forward 27309.10 17557.38 27578.60 17755.10
Net Profit after profit attributable to minority shareholders - - 17995.76 15353.69
Effect of changes in Group's interest - - - 13.15
Item of other comprehensive income recognised directly (22.21) (9.51) (24.06) (8.19)
in retained earnings - on defined benefit plan
Transition impact of Ind-AS 116 (10.31) - (12.45) -
Profit Available for Appropriation 45097.89 32759.38 45537.85 33113.75
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act 1934 3564.26 3042.30 3564.26 3042.30
Transfer to reserve u/s 29-C of NHB Act 1987 - - 53.04 61.28
Final Dividend on equity shares 1967.83 1180.70 1967.83 1180.70
Interim Dividend on Equity Shares 4372.96 819.93 4372.96 819.93
Final Dividend on Preference shares - - - 19.09
Dividend distribution tax on Equity Shares 1307.26 407.35 1308.56 407.91
Dividend distribution tax on Preference Shares - - - 3.95
Surplus Balance carried to Balance Sheet 33885.58 27309.10 34271.20 27578.60

COVID-19

The SARS-Cov-2 virus responsible for COVID-19 continues to spread across the globe andIndia. It has contributed to a significant decline and volatility in global and IndianFinancial Markets and a significant decrease in the economic activities. On March 112020 the COVID-19 outbreak was declared as a global pandemic by the World HealthOrganization. On March 24 2020 the Indian Government had announced a strict 21-dayslockdown which kept on getting extended across the country with gradual and modestrelaxations.

The operations of the Company were shut down as per the lockdown directives ofGovernment. As of March 31 2020 work from home was enabled to close to 95% of theemployees; offices have been closed or have had access significantly restricted inaccordance with local regulations and guidance. The basic operations of the company wereswiftly redesigned to operate from the remote locations and a high degree of efficiencywas achieved due to the support of the IT team. As we assess the changing needs of ourbusiness we will do whatever is necessary to support the system and safeguard the futureof our company. The Company formally placed on record a brief con-call update in theaftermath of COVD-19 outbreak to our various stakeholders about measures taken to maintainbusiness services and reporting of status. Further in compliance with the variousdirectives of the Government operations of the Company have been resumed in the permittedmanner. The operations at the office are currently working in a full capacity bymaintaining social distancing. Many employees who belong from containment zone have beenallowed the facility to work from home where their job duty permits it until furthernotice by the management. In our efforts for the health and well-being of employees stepshave been taken to ensure efficient workplace; have moved meetings and trainings tovirtual formats.

Further the Company has not laid off a single employee due to the pandemic and has noplans to lay off anyone because of the impacts of Covid-19. Also the Company has paid fullsalaries to employees during the lockdown period. For the Company the focus immediatelyshifted to ensuring the health safety and well-being of all employees & stakeholdersand on minimizing disruption to business operations of the Company.

We are more resilient and determined than ever before to face this unprecedentedchallenge that we have witnessed never before. The main plank during the pandemic was toclosely engage with our borrowers and understand and educate them on the various aspectsof not only the loan taken from us but also on their overall financial planning. Thisresulted in to a very positive response from almost all the borrowers and we are thankfulto them for demonstrating a very high level of financial discipline. The Company on itspart extended moratorium during the period of lockdown to all the eligible borrowers.

The human resource of the company stood up to this challenge and ensured continuityirrespective of their location of work which was ably supported by the technology and thesoftware team. In consistence to the belief of the Company team MAS demonstrated highlevel of capabilities and grit in facing this challenge.

The financial implications of this pandemic will unfold over the next few quarterswhich is endeavored to be mitigated through prudent Covid-19 provisioning to the extent of0.61% of our on book assets as of March 2020. All our efforts will be made to engage withthe borrowers and monitor each and every account closely to maintain the quality of theassets which has been the hallmark of our working over these years.

The high capitalization levels and an immaculate track record have kept the Company ingood stead in maintaining comfortable liquidity position and also healthy ALM.

BUSINESS PERFORMANCE:

In the year 2019-20 the Company has registered a robust growth of 11.76% on YoY basis.Asset under Management is

Rs 5966.28 Crore (Previous year Rs 5338.37 Crore).

The gross income realized by the Company is Rs 683.12 crore (Previous year Rs 572.58crore) comprising of income from operations and other income. Net Profit after tax is Rs178.21 crore (Previous year Rs 152.11 crore) registering a robust growth of 17.16% overthe previous year. The Earning per share is Rs 32.60 (Previous years Rs 27.83)

The above mentioned performance was amidst very strong headwinds created due to certainevents which had a contagion effect on the entire sector. It is worth mentioning that dueto focusing on fundamentals which has been the main plank over these two decades; enabledthe company not only to navigate through this situation but achieved a higher than thetargeted growth.

PROSPECTS AND DEVELOPMENTS:

There is a very huge market to be served which needs an efficient last mile deliveryof credit thus creating enormous opportunity for all the financial institutions and NBFCsin special.

The Company continues to pursue the strategy of being multi product and multilocational 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 SME continues to show lot ofpromise as expected. We are in the process of understanding the segment and are keen toadd value to all such small and medium enterprises by extending the most efficientfinancial services.

In consonance to our policy of building up quality assets we are confident of creatingquality assets in this segment too. The focus remains on states of operation namelyGujarat and Maharashtra and as planned we have expanded our reach to Madhya Pradesh andRajasthan from this year.

TWO WHEELER AND COMMERCIAL VEHICLE FINANCING:

This sector also during the year witnessed a low growth. We continue to focus on Twowheeler and Commercial Vehicle financing and we adopt such business models which generatesrequired return on assets and the quality portfolio. While the company is keen to increasethis portfolio the endeavor will be to balance between yields asset quality and growth.We are confident that as we spread to newer geographies within our distribution networkwe will be achieving the desired objective.

HOUSING FINANCE:

MRHMFL (MAS Rural Housing & Mortgage Finance Ltd. – subsidiary of MFSL) aimsat serving the middle income and the lower income sector of the economy especially in thesemi urban and rural areas which are reckoned to be the key drivers of the sector in thecoming decades. Full-fledged efforts are on to execute efficiently as per the detailplanning. Being aware of the challenges involved in serving this class of the society avery cautious approach is adopted in building up volumes. Nevertheless Company is quiteconfident of building substantial volumes in the near future. The Company's ruralinitiative will also start yielding results shortly.

The Company has 69 branches Pan India as on March 31 2020. It is worth mentioning thatdespite of credit worthy customer class ascertaining the title of the property remains achallenging job. The Company is actively involved with all the stakeholders to smoothenthe process and is assertive in getting the right set of documents.

We continue to endeavour relentlessly and are confident of creating a quality portfolioand add value to the ecosystem we work in.

DISTRIBUTION NETWORK:

In continuation of our last year's efforts the process of expanding its operations inthe various region of Rajasthan Maharashtra Madhya Pradesh Tamil Nadu Karnatakabesides Gujarat is in progress. During the year Company has started operations inLunawada Bodeli Rajula Kodinar Siddhpur Satlasana Visnagar Limbdi Keshod MandviJhalod Mundra Deesa Bavla Viramgam Kheda Jasdan Dhanera Kathlal Kamrej and Tharadin Gujarat Ujjain and Shivpuri in Madhya Pradesh Sangamner and Bhandara in Maharashtraand added one more branch each in Jaipur and Jodhpur cities of Rajasthan.

PARTNERING WITH REGIONAL NBFCs AND NBFC-MFIs:

Over the period of last 10 years 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 of various products andproviding them the line of credit also remains one of the major business plans. We firmlybelieve that the players having proximity to the region are the most potentialorganization in the last mile delivery of credit. We not only fund them but also sharewith them the domain expertise which the company possesses through its vintage of morethan two decades. We continue to get encouraging response from our entire partner NBFCsand are keen to leverage the relationships for mutual benefits. Currently we have verystrong relationships with more than 100 such organizations.

RESOURCES:

HUMAN RESOURCE MANAGEMENT AT MAS:

Human Resource Management plays a very important role in realizing the Company'sobjective. The Company is managed by the active involvement of the promoters along withstrategic inputs from a well-diversified and competent board.

In an environment that is rapidly becoming technology and digital oriented yourCompany continues to invest in long term people development for organizationalexcellence.

Constant endeavours are being made to offer professional growth opportunities andrecognitions apart from imparting training to employees. Training is an integral part ofthe skill development program initiated for the employees.

The articulation and implementation of the strategies is carried on by the core teamalong with Team MAS. Core team at MAS is a group of dedicated and competent team ofpersonnel associated with the company almost since its inception and have always extendedunstinting support besides having identified and aligned their career objective with thecompany.

The Company has a diverse workforce of 887 employees as on 31st March 2020. Goingforward the Company will continue to focus on nurturing the right talent to achieve thebusiness 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 questto have enabling human capital.

CAPITAL AND LIABILITY MANAGEMENT:

After getting its securities listed this year was the humbling experience and therespect accorded to the Company by the investors across all the categories to say theleast. The Company in tandem with its philosophy of pursuing the mission of"Excellence through 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 relationshipwith 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 confidence of Bankers as theirextended channel in their task of providing efficient delivery of credit. The companyacknowledges the constructive support of the Investors and consortium member banks.

CAPITAL ADEQUACY RATIO

As on March 31 2020 the Company's Capital Adequacy Ratio (CAR) stood at 31.97% ofthe 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.

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 Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inMGT-9 is annexed as part of this report vide "Annexure-A". The weblink for thesame is www.mas.co.in.

BOARD MEETINGS HELD DURING THE YEAR:

The Company held Five Board Meetings during the financial year under review.

Sr. Date on which Board Total Strength No. of Directors No. Meetings were held of theBoard Present

1 08.05.2019 7 7
2 31.07.2019 7 7
3 06.11.2019 7 7
4 05.02.2020 7 7
5 19.02.2020 7 7

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability would like to state that: a) in the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanations relating to material departures; b) they had selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company for theyear 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 were in place and wereadequate and operating effectively.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished 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 members had appointedM/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022)Ahmedabad as Statutory Auditors for a term of five years beginning from the conclusion ofthe 23rd AGM till the conclusion of the 28th Annual General Meeting.

In the Board Meeting held on May 8 2019 M/s. Ravi Kapoor & Associates PractisingCompany Secretaries were appointed as Secretarial Auditor of the Company for the financialyear 2019-20.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 and in pursuant to Reg. 24A ofSecurities Exchange Board of India (Listing Obligations & Disclosure Requirements)(Amendments) Regulations 2018 the unqualified Secretarial Audit Report for the FinancialYear ended 31st March 2020 given by Ravi Kapoor & Associates Practicing CompanySecretaries is annexed to this Report as an "Annexure – C".

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSE REMARKOR DISCLAIMER MADE:

(i) By the auditor in his report;

There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.

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

There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.

FRAUDS REPORTED BY THE AUDITOR

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

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:

The Company has received declarations from Mr. Bala Bhaskaran Mr. Chetan Shah Mr.Umesh Shah and Mrs. Daksha Shah Independent Directors of the Company that they meet withthe criteria of independence as prescribed under Sub-section (6) of Section 149 of theCompanies Act 2013 alongwith in compliance in Rule 6 (1) and (3) of Companies(Appointment and Qualifications of Directors) Rules 2014 as amended from time to time andReg. 25 (8) & (9) Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations').

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees paid tothem for the purpose of attending meetings of the Board / Committee of the Company.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

The Company constituted its Nomination Committee on 23rd December 2010 and thenomenclature of the Nomination committee was changed to "Nomination and RemunerationCommittee" on 20th March 2015 pursuant to Section 178 of the Companies Act 2013 andRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 by way ofresolution 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.https://www.mas.co.in/policy.aspx

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

During the financial year the Company has approved the investment in 6% 10000000Non-Cumulative Optionally Convertible Preference Shares ("OCPS") of Rs 10/- eachat par aggregating to Rs 100000000/- (Rupees Ten Crores Only) in MAS Rural Housing& Mortgage Finance Limited pursuant to approval accorded by Finance Committee at itsmeeting held on Thursday August 29 2019 and further has decided to invest funds upto Rs60000000 (Rupees Six Crores Only) in MAS Rural Housing & Mortgage Finance Limitedpursuant to approval accorded by Finance Committee at its meeting held on WednesdayAugust 28 2019.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188:

All Contracts / Arrangements / Transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.

Particulars of such related party transactions described in Form AOC-2 as requiredunder Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 which is annexed herewith as "Annexure - D".

The board has approved a policy for related party transactions which has been hosted onthe web site 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 35.64 crore transferred to statutory reserve underSection 45 IC of RBI Act 1934.

DIVIDEND:

The Company paid Final Dividend of Rs 3.60/- (Rupees Three and Sixty Paise Only) pershare on 54662043 Equity Shares of Rs 10/- fully paid up (36%) aggregating to Rs196783354.80/- (Rupees Nineteen Crore Sixty Seven Lakh Eighty Three Thousand ThreeHundred Fifty Four and Eighty Paise only) for the F.Y. 2018-19. The same was recommendedby Board of Directors in their meeting held on May 08 2019 which was subsequentlyapproved by members in the 24th Annual General Meeting held on 26th June 2019. The saiddividend was paid on 3rd July 2019. An amount of Rs 40449397/- was paid as dividenddistribution tax on the dividend.

During the year under review the Company had paid an interim dividend of Rs 2/-(Rupees Two only) per share on 54662043 Equity Shares of Rs 10/- fully paid up (20%)aggregating to

Rs 109324086/- (Rupees Ten Crore Ninety Three Lakh Twenty Four Thousand Eighty Sixonly). The same was declared by Board of Directors in their meeting held on November 062019. The said dividend was paid on 26th November 2019. An amount of Rs 22471883/- waspaid as dividend distribution tax on the dividend.

Further during the year under review the Company had paid second interim dividend ofRs 6/- (Rupees Six only) per share on 54662043 Equity Shares of Rs 10/- fully paid up(60%) aggregating to Rs 327972258/- (Rupees Thirty Two Crore Seventy Nine Lakh SeventyTwo Thousand Two Hundred and Fifty Eight only). The same was declared by Board ofDirectors in their meeting held on February 02 2020. The said dividend was paid on 6thMarch 2020. An amount of Rs 67415662/- was paid as dividend distribution tax on thedividend.

Cumulatively the Board of Directors of your company has declared / recommended a totalDividend of Rs 8 per equity shares of Rs 10 each (@ 80 %) for the year under review.

The dividend declared is in accordance with the criteria as set out in the DividendDistribution Policy which has been approved by the board of directors. Pursuant toRegulation 43A of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the policy is provided as "AnnexureE" to this Report. The weblink for the same is https://www.mas.co.in/policy.aspx.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments that would affect financialposition of the Company from the end of the financial year of the Company to which thefinancial statements relate and the date of the directors report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and Technology Absorption:

Since the Company is operating in service sector the provisions of Section 134(3)(m)of the Companies Act 2013 regarding conservation of energy and Technology Absorption arenot 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 in turn is thefunction of the appropriate credit models and the robust systems and operations. YourCompany continues to focus on the above two maxims and is always eager to improve uponthe same.

Your Company continues to give prime importance to the function of receivablesmanagement as it considers this the ultimate reflection of the correctness of marketingstrategy as well as appraisal techniques. The Net NPA of the Company is 1.10% of Assetunder Management.

Pursuant to Regulation 21(5) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the regulations of Riskmanagement committee is applicable to top 500 listed entities determined on the basis ofmarket capitalization as at the end of the immediate previous financial year. The Boardof Directors has thus adopted a risk management policy for the Company which providesidentification assessment and control of risks which in the opinion of the Board maythreaten 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 www.mas.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has always responded in a responsible manner to the growing needs of thecommunities in which it operates. During the year your Company has in consonance withthe CSR policy of the Company undertaken a number of initiatives that contribute tosociety at large in the areas of health and education.

As a part of CSR initiative the Company has identified many bright students from morethan 20 Schools who have completed their Standard 8 and wish to pursue their higherstudies but are financially challenged and cannot afford basic requirements. The Companyhas sponsored their fees school bags stationeries for undergoing higher studies anduniform. Your company believes that education is one of the most important investmentswhich can create positive impact on society. Also the Company has started constructingroof and shed to provide basic infrastructure to children in schools.

The Company has identified places where people were not getting fresh drinking water.In order to develop rural area and promoting health and sanitation Company installed ROPlant in Badalpur School. Further your Company has contributed for the welfare andtreatment of cancer patients at Gujarat Cancer Society Ahmedabad.

It is Company's continuous endeavor to increase its CSR impact and spend over thecoming years supplemented by its continued focus towards rural development promotinghealth and sanitation.

The Company is trying to explore more students to ensure that benefits reaches directlyto the needed students and the process is likely to take some more time to enable theCompany to spend the entire required amount to be spend for CSR as per the provisions ofCompanies Act 2013.

The board has approved a CSR policy which has been hosted on the web site of theCompany. The web-link for the same is https://www.mas.co.in/policy.aspx.

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

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES OF THE BOARD ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act 2013 the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Committees. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance.

In pursuant to Regulation 17(10) Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the evaluation of independentdirectors 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 the regulations and theirindependence from the management.

Criteria adopted for evaluation:

The Board shall evaluate the roles functions duties of Independent Directors (ID's)of the Company. Each ID shall be evaluated by all other directors' not by the Directorbeing evaluated. The board shall also review the manner in which ID's follow guidelines ofprofessional conduct. Further in a separate meeting of Independent Directors performanceof non-independent directors the Board as whole and the Chairman of the Company wasevaluated.

(i) Performance review of all the Non-Independent Directors of the company on the basisof the activities undertaken by them expectation of board and level of participation;(ii) Performance review of the Chairman of the Company in terms of level of competence ofchairman in steering the company; (iii) The review and assessment of the flow ofinformation by the Company to the board and manner in which the deliberations take placethe manner of placing the agenda and the contents therein; (iv) The review of theperformance of the directors individually its own performance as well as evaluation ofworking of its committees shall be carried out by the board; (v) On the basis ofperformance evaluation it shall be determined by the Nomination and RemunerationCommittee and the Board whether to extend or continue the term of appointment of IDsubject to all other applicable compliances.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has only one subsidiary company i.e. MAS Rural Housing and Mortgage FinanceLimited. Pursuant to the provision of Section 129(3) of the Companies Act 2013 theperformance and financial position of Subsidiaries Associates and Joint Venture companiesare 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 rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are mentionedas per "Annexure – H".

THE CHANGE IN NATURE OF BUSINESS:

The Company continues to carry out the same activities and during the period underreview there is no change in the nature of business.

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered withReserve Bank of India and is prohibited from accepting public deposits and therefore theCompany has not accepted any deposits from public during the year under review and therewas no deposit outstanding as on March 31 2020.

CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of theCompany.

DEBENTURES:

During the year under review there was no change in the following two Non-ConvertibleDebentures of the Company.

- 200 Rated Listed Unsecured Redeemable Non-convertible Debentures ("NCDs")of face value of Rs1000000/- (Rupees Ten Lakh Only) each aggregating to Rs200000000/-(Rupees Twenty Crores) bearing ISIN INE348L08025 at the rate of 13.50% p.a.&

- 400 Rated Listed Unsecured Redeemable Non-convertible Debentures ("NCDs")of face value of Rs 1000000/- (Rupees Ten Lakhs Only) each aggregating to Rs400000000/- (Rupees Forty Crore) bearing ISIN INE348L08033 at the rate of 13% p.a

The Company in its Board Meeting held on June 16 2020 further approved the borrowingof funds by way of issuance of Secured Rated Listed Redeemable Non-Convertibletaxable debentures up to an aggregate amount of Rs. 500 Crores in one or more tranchesthrough Private placement. Accordingly the following NCDs were issued till the date ofthis report:

- 1000 Rated Senior Redeemable Taxable Transferable Listed Non-convertibleDebentures ("NCDs") of face value of Rs.1000000/- (Rupees Ten Lakhs Only) eachaggregating to Rs. 1000000000/-(Rupees One Hundred Crores) bearing ISIN INE348L07043 atthe rate of 9.00% p.a.

- 500 Rated Senior Redeemable Taxable Transferable Listed Non-convertibleDebentures ("NCDs") of face value of Rs.1000000/- (Rupees Ten Lakhs Only) eachaggregating to Rs. 500000000/-(Rupees Fifty Crores) bearing ISIN INE348L07050 at therate of 9.00% p.a.

- 1000 Rated Senior Redeemable Taxable Transferable Listed Non-convertibleDebentures ("NCDs") of face value of Rs.1000000/- (Rupees Ten Lakhs Only) eachaggregating to Rs. 1000000000/-(Rupees One Hundred Crores) bearing ISIN INE348L07068 atthe rate of 9.00% p.a.

STATUTORY COMPLIANCE:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunals during the yearunder review impacting the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

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

INSURANCE:

The assets of your Company have been adequately insured. Further company has takenD&O Insurance for Directors & KMP.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 (including any statutorymodification or re-enactment thereof for the time being in force) Mr. Mukesh Gandhi (DIN:00187086) Whole time Director & CFO of the Company is liable to retire by rotation atthe ensuing AGM and being eligible offers himself for reappointment.

The Board of Directors in its meeting held June 02 2020 on the recommendations of theNomination and Remuneration Committee (NRC) further recommends to the members of theCompany for re-appointment of Mr. Mukesh Gandhi (DIN: 00187086) as Director.

During the year the Board of Directors in its meeting held on July 31 2019 on therecommendations of the NRC had appointed Mrs. Darshana Pandya (Din: 07610402) as theWhole time Director of the Company with effect from July 31

2019 for a period of five years subject to the approval of the members in the ensuinggeneral meeting.

Necessary resolutions for the appointment of the aforesaid directors and their detailedprofiles have been included in the notice convening the 25th AGM and details of theproposal for appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of section 164 & 165 of the Companies Act 2013.

During the year under review following Directors were appointed / reappointed at the24th Annual General Meeting (AGM) held on 26th June 2019:

1. Appointment of Mrs. Daksha Shah (DIN: 00376899) as Woman Independent Director of theCompany for a term of 1 year w.e.f. 14th March 2019.

2. Re-appointment Mr. Kamlesh C. Gandhi (DIN: 00044852) as the Managing Director of theCompany for a term of 5 years w.e.f. 1st April 2019.

3. Re-appointment Mr. Mukesh C. Gandhi (DIN: 00187086) as the Whole-time Director ofthe Company for a term of 5 years w.e.f. 1st April 2019.

4. Re-appointment of Mr. Balabhaskaran (DIN: 00393346) as Independent Director of theCompany for a term of 5 years w.e.f. 1st April 2019.

5. Re-appointment of Mr. Chetan Shah (DIN: 02213542) as Independent Director of theCompany for a term of 5 years w.e.f. 1st April 2019.

Further during the year under review the Board of Directors of the Company appointedKey Managerial Personnels pursuant to Section 203 of Companies 2013 at its meeting heldon 6th November 2019 and appointed Mrs. Darshana S. Pandya as Chief Executive Officer ofthe Company as being promoted to Director & CEO and appointed Mr. Ankit Jain as ChiefFinancial Officer of the Company being promoted from Vice President – Finance toChief Financial Officer of the Company.

Also during the year under review the Nomination and Remuneration Committee at itsmeeting held on 5th February 2020 recommended re-appointment of Mrs. Daksha Shah (DIN:00376899) to the Board of Directors of the Company taking into consideration variousfactors including number of board and general meetings attended by the IndependentDirector; summary of performance evaluation; her physical fitness & mental alertness;knowledge & experience in her fields; her participation in the Board deliberations;her specialised skills and expertise and her independent judgment in the opinion of theentire Board.

As per the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at its meeting held on 5th February 2020 taking into consideration theintegrity expertise and experience of Mrs. Daksha Shah (DIN: 00376899) has unanimouslydecided to re-appoint Mrs. Daksha Shah (DIN: 00376899) having Registration No.IDDBDI-202002-006975 of Director in Independent Director's Data Bank as a WomanIndependent Director of the Company for a period of 5 years with effect from 14th March2020 and whose office shall not be liable to retire by rotation subject to approval ofMembers by passing special resolution through postal ballot and e-voting. The Board'sdecision as above is notwithstanding the fact that Mrs. Daksha Shah shall attain the ageof seventy five (75) years during her further term as Woman Independent Director of theCompany.

Mrs. Daksha Shah (DIN: 00376899) was re-appointed as Woman Independent Director of theCompany for a second term of 5 years w.e.f. 14th March 2020 as approved by members ofthe Company by passing special resolution through postal ballot.

Ratio of remuneration of each director to the calculation of median employee'sremuneration and other prescribed details

Details of managerial remuneration as required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as per‘Annexure H' to this report.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 Management Discussion and Analysis Report and Corporate GovernanceReport 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 any nature 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 and address sexualharassment complaints in accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

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

Ms. Riddhi Bhaveshbhai Bhayani Company Secretary & Compliance Officer acts as theSecretary to the Audit Committee.

The composition and scope of Audit committee inter alia meets with the requirement ofSection 177 of the Companies Act 2013 and in accordance with Regulation 18 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

No. of Meeting of Audit Committee held during the year: 4

The Audit Committee met (4) Four times during the financial year under review.

Sr. Date on which Audit Total Strength No. of
No. Committee Meetings of the Members
were held Committee Present
1 07.05.2019 3 2
2 30.07.2019 3 3
3 05.11.2019 3 3
4 05.02.2020 3 3

The Company has established a vigil mechanism and overseas through the Committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company. Theboard has approved a policy for vigil mechanism which has been hosted on the website ofthe Company. The web-link for the same 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 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 is enclosed as partof this report vide "Annexure-L".

CREDIT RATING:

During the year your Company's long term credit ratings have been reaffirmed to ACUITEAA- with Stable Outlook. Also your company's short term rating remains the highest ACUITEA1+ by Acuite Ratings & Research. The Credit rating was obtained from Acuite Ratings& Research on 6th March 2020.

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 is notapplicable to the Company.

RECOGNITION:

The Company has been included in the list of Top 500 companies on BSE Limited &National Stock Exchange Limited based on market capitalization.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation to all those people who have sowillingly placed their trust in the Company & the Management and to more than onemillion customers across all area under our operations who have given the Company anopportunity to serve them.

It is worth mentioning that working with many NBFC-MFIs NBFCs and HFCs has been avery encouraging experience especially in being catalyst to their sustainability andgrowth. The Company looks forward to further strengthening the synergies.

The entire MAS Team deserves the appreciation for their sincere efforts anddetermination 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.

We trust this journey will continue to be a pleasant one with their support aware ofthe fact that we have "Miles to go.… with the confidence that "Together WeCan 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 : 11th November 2020

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