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Master Trust Ltd.

BSE: 511768 Sector: Financials
NSE: N.A. ISIN Code: INE677D01029
BSE 14:55 | 27 Jul 153.95 2.30
(1.52%)
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NSE 05:30 | 01 Jan Master Trust Ltd
OPEN 155.00
PREVIOUS CLOSE 151.65
VOLUME 14684
52-Week high 160.70
52-Week low 14.80
P/E 197.37
Mkt Cap.(Rs cr) 335
Buy Price 150.30
Buy Qty 46.00
Sell Price 153.50
Sell Qty 200.00
OPEN 155.00
CLOSE 151.65
VOLUME 14684
52-Week high 160.70
52-Week low 14.80
P/E 197.37
Mkt Cap.(Rs cr) 335
Buy Price 150.30
Buy Qty 46.00
Sell Price 153.50
Sell Qty 200.00

Master Trust Ltd. (MASTERTRUST) - Director Report

Company director report

Dear Members

The Board of Directors of your Company “Master Trust Limited” (mtl) arepleased to present their thirty fifth Annual Report of the company along with the annualaudited consolidated and standalone financial statement for the financial year ended 31stMarch 2020.

1. Financial Highlights

The summary of the consolidated and standalone financial results of the Company for thefinancial year ended 31st March 2020 and the previous financial year ended 31st March2019 is given below:

For the Year Ended

Particulars 31.03.2020 31.03.2019 31.03.2020 31.03.2019

Consolidated

Standalone

Gross Income 1358.62 1344.58 76.99 82.98
Profit Before Depreciation finance cost & Tax 328.31 342.36 62.85 69.81
Less: Depreciation 16.03 14.76 0.17 0.35
Finance Cost 177.90 132.29 53.30 48.54
Profit Before Tax 134.38 195.31 9.39 20.92
Less: Provision for Tax (Tax Expenses) 11.28 27.93 1.33 2.43
Profit for the year (a) 123.10 167.41 8.06 18.49
Profit for the year attributable to:
- Owners of the Company (i) 123.09 166.25 8.06 18.49
- Non-controlling interests (ii) 0.01 1.16 - -
Other comprehensive income (‘OCI') (b) (47.53) (27.57) 53.99 106.28
Total Comprehensive income/Profit for the year (a+b) =(c) 75.57 139.84 62.05 124.77
Balance of Profit brought forward from previous year (d) 1342.32 1179.94 127.93 113.32
Profit Available for Appropriations (A(i)+D) 1465.41 1346.19 135.99 131.81
Appropriations
Transfer to Statutory Reserve (2.09) (3.71) (1.85) (3.71)
Balance Profit carried forward to balance sheet (Retained Earning) 1463.36 1342.32 134.18 127.93

2. Performance Highlights

The Company's consolidated gross revenue from operations for FY 2019-20 was Rs. 1358.62million compared to Rs. 1344.58 million in the previous year increased by 1.04% over theprevious year. The Company earned a consolidated net profit after tax of Rs. 123.10million decreased by 26.47% as against a net profit after tax of Rs. 167.41 million inthe previous year.

The Company's standalone gross revenue for FY 2019-20 was Rs. 76.99 million decreasedby 7.22% over the previous year's revenue of Rs. 82.98 million. The Company earned a netprofit after tax of Rs. 8.06 million decreased by 56.41% as against a net profit aftertax of Rs. 18.49 million in the previous year.

The consolidated basic and diluted earnings per share for the current year decreased toRs. 5.66 per share as compared to Rs. 7.64 per share in the previous year

3. Dividend

The Board of Directors has not recommended a dividend for the financial year ended31.03.2020.

4. Outlook

For the first time all regions are projected to experience negative growth in FY21. InChina where the recovery from the sharp contraction in the first quarter is underwaygrowth is projected at 1.0% supported in part by policy stimulus.

IMF is projecting a synchronized deep downturn in 2020 for both advanced economies[-8%] and emerging market and developing economies [-3%; -5% if excluding China] and over95% of countries are projected to have negative per capita income growth in FY21. Thecumulative hit to GDP growth over 2020-21 for emerging market and developing economiesexcluding China is expected to exceed that in advanced economies.

IMF noted that in emerging market economies the average fiscal response to thepandemic is now estimated at 5% of GDP sizable but less than in advanced economies. Yetfiscal deficits are projected to widen sharply to 10.5% of GDP on average in 2020 morethan double the level last year.

On the upside better news on vaccines and treatments and additional policy supportcan lead to a quicker resumption of economic activity. On the downside further waves ofinfections can reverse increased mobility and spending and rapidly tighten financialconditions triggering debt distress.

5. Reserves

During the period under review there was a net transfer of Rs. 2.00 million toStatutory Reserves.

6. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as requiredunder Regulation 34 of SEBI (LODR) Regulations 2015 is given as a separate statementforming part of the Annual Report.

7. Human Resource Development

The Company has a team of able and experienced professionals and is always followingthe policy of creating a healthy environment and work culture resulting into harmoniousinter-personnel relations. The relations at all levels of the Company have remained verycordial throughout the year.

8. Board Committee

Details of all the following Committees constituted by the Board along with theircomposition terms of reference and meeting held during the year are provided in theReport on Corporate Governance which forms part of this Report:

(i) Audit Committee

The Audit Committee of the Board of Directors of the Company consists of 3 Non-Executive Independent Directors viz. Mr. Ashwani Kumar Mr. Anil Kumar Bhatia and Mr.Pawan Kumar Chhabra. All the Members of Audit Committee are financially literate and haveaccounting knowledge to interpret and understand the financial statements.

No recommendation of the Audit Committee has been rejected by the Board of Directors ofthe Company during the period under review.

Mr. Anil Kumar Bhatia is the Chairman of the Committee.

(ii) Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Board of Directors of the Companyconsists of 3 Non-Executive Directors viz. Mr. Rajinder Kumar Singhania Mr. Pavan Chhabra& Mr. Anil Kumar Bhatia out of which 2 Directors are Independent Director who arefree from any business or other relationships

Mr. Anil Kumar Bhatia is the Chairman of the Committee.

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board of Directors of the Companyconsists of 3 Non-Executive Directors viz. Mr. Rajinder Kumar Singhania Mrs. HarneeshKaur Arora and Mr. Anil

Kumar Bhatia.

Mr. Rajinder Kumar Singhania is the Chairman of the Committee.

9. Board of Directors/Key Management Personnel (KMPs)

(a) Board of Directors

(i) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and inaccordance with the Articles of Association of the Company Mr. Rajinder Kumar SinghaniaDirector of the Company retire by rotation at the forthcoming Annual General Meeting ofthe Company and being eligible offer himself for re-appointment. Notice convening theAnnual General Meeting includes the proposal for his re-appointment as the Director.

(ii) Board of Directors

As on the date of this report the Company's Board consists of the followingDirectors:-

Managing Director Mr. Harjeet Singh Arora
Non-Executive Directors Mrs. Harneesh Kaur Arora
Mr. Rajinder Kumar Singhania
Mr. Gurmeet Singh Chawla
Independent Directors Mr. Anil Bhatia
Mr. Ashwani Kumar
Mr. Pavan Kumar Chhabra

During the period under review Mr. Sudhir Kumar and Mr. Anil Kumar Malhotra resignedfrom the directorship of the company w.e.f. 14.11.2019 and 14.02.2020 respectively due topersonal reasons.

(B) KMPs

There is no change in the KMPs during the year under review and in terms of theprovisions of Section 203 of Companies Act 2013 Mr. Harjeet Singh Arora ManagingDirector Mr. Vikas Gupta Company Secretary and Mr. Sunil Kumar CFO are the KMPs of theCompany.

10. Statement on Declaration by Independent Directors under Section 149(6)

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

Familiarization Programme for Independent Director

The Board Members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices. Thedetails of such familiarization programmes for Independent Directors are posted on thewebsite of the Company and can be accessed at https://www.mastertrust.co.in/invester.aspx.

11. Number of meetings of the Board of Directors

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. During the year seven (7) meetings of Board ofDirectors were held viz. on 08.04.2019 30.05.2019 08.07.2019 14.08.2019 13.09.201913.12.2019 and 14.02.2020.

The separate meeting of the Independent Directors of the Company was also held on14.02.2020 other than the Board Meetings mentioned.

12. Board Evaluation

The Board of Directors of your Company recognizes and accepts that Board is accountableto the public to ensure that they are operating in an effective manner. Care is taken toavoid that the Board does not fall into the "same old way of doing things".Therefore one of the few ways to identify and address the problem is for the Board toconduct a self-evaluation.

The Nomination and Remuneration Committee of the Company has approved the AnnualEvaluation Plan for the Board Committees and Individual Directors. The Board includingits committees and members shall evaluate itself once a year whether there are apparentmajor problems or not. Each member of the Board shall complete a form which comprises ofobjective questions on certain parameters such as their own roles and responsibilities inthe Company Strategic Leadership Accountability Board Processes and Board Performance.The responses shall be discussed among members of Board Committees and at Individuallevel. The exercise shall be led by the Chairman along with a Senior Independent Directorof the Company.

The results of the Evaluation shall be shared with the Board Chairman of respectiveCommittees and individual Director based on the outcome of the Evaluation the Board andCommittees shall agree on the action plan to improve on the identified parameter. Theevaluation in terms of the plan has been completed during the period under review.

13. Deposits

During the year under review the Company has neither invited nor accepted any depositsfrom the public within the meaning of Section 73 of the Companies Act 2013 and the Rulesmade there under and as such no amount on account of principal or interest on PublicDeposits was outstanding on the date of the Balance Sheet.

14. Material Changes and Commitments affecting the financial position Of the Company

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyi.e. March 31st 2020 to which the financial statements relate and the date of thisReport.

15. Significant and Material Orders passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status and Company's Operations in Future

There is no any Significant and Material Orders passed by the Regulators or Courts orTribunals that Impacting the Going Concern Status and Company's Operations in Future forthe year ended 31.03.2020.

16. Report on Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance for the financial year ended March 31 2020 asstipulated under Part C of Schedule V of the SEBI (LODR) Regulations 2015 forms part ofthe Annual Report.

The requisite Certificate from the Auditors of the Company confirming the compliancewith the regulations of Corporate Governance as stipulated under PART E of the SEBI (LODR)Regulations 2015 forms part of this Report.

17. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect toDirectors' Responsibility Statement the Directors hereby confirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) Internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and are operating effectively;

e) The Directors had prepared the annual accounts on a going concern basis; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. Listing / De-listing of Shares

The Shares of your Company are presently listed on the Bombay Stock Exchange Limited(BSE) Mumbai (and the Annual Listing Fees for the year 2020-2021 has already been paid toit.

19. Splits/Sub-division of Shares

During the year the Company has Sub - Divided each equity share of the Company of facevalue of Rs. 10/- (Rupees Ten only) fully paid up in to 2 equity shares of face value ofRs. 5 (Rupees Five only) each fully paid up.

The Company has took the approval of the Members of the Company through Postal Ballotpassed on 12.08.2019 under section 6l(l)(d) of the Companies Act2013 for sub-division ofexisting each equity share of face value of Rs.10/- fully paid up into two equity sharesof face value of Rs.5/- each fully paid up.

20. Share Capital

The paid-up Equity Share Capital as on March 31 2020 was Rs. 1087.66 Lakhs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights.

21. Audit and Auditors

I. Statutory Auditors and Auditors Report

In terms of Section 139 of the Act M/s C. S. Arora & Associates CharteredAccountants were appointed as statutory auditors of the Company for a period of five (5)years in the AGM held on 29.09.2017 from the conclusion of the Thirty Second AnnualGeneral Meeting until the conclusion of the Thirty Seventh Annual General Meeting be heldfor the year 2021-22.

The Audit Report of M/s C. S. Arora & Associates on the Financial Statements of theCompany for FY 2019-20 is a part of the Annual Report. There are No qualificationsreservations or adverse remarks or disclaimers made by the Statutory Auditors in theirAudit Report for the financial year 2019-20. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company during the financial year2019-2020. The Auditors' Report on the Accounts of the Company for the period under reviewis self - explanatory and no comments are required.

II. Secretarial Auditors

Pursuant to the requirements of Section 204 of the Act read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations the Company had appointed M/s. Rajeev Bhambri& Associates Company Secretaries in Practice Ludhiana for conducting SecretarialAudit for the year 2019-2020. The Secretarial Audit Report for the financial year endedMarch 31 2020 is part of this Annual Report. There are no qualifications reservationsadverse remarks or disclaimers made by Secretarial Auditors in their Audit Report.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019 issued bySecurities and Exchange Board of India (SEBI) the company has obtained Annual SecretarialCompliance Report from Practicing Company Secretaries on compliance of all applicableSEBI Regulations and circulars / guidelines issued there under and the copy of the samehas submitted with the Stock Exchanges within the prescribed due date.

III. Internal Auditors

Mr. Amit Sharma-Assistant Manager of the Company was appointed by the Board ofDirectors as Internal Auditor of the Company to assist in internal audit with the auditprocesses and internal audit reviews for the Company for FY 2019-20.

IV. Cost Auditors and Maintenance of Cost Records

The Company is NBFC Company and not required to maintain cost records as specified bythe Central Government as per Section 148(1) of the Companies Act 2013 and Rule 3 of theCompanies (Cost Records and Audit) Rules 2014.

22. Corporate Social Responsibility (CSR)

The provisions of Section 135 of Companies Act 2013 are not applicable on the Company.

23. Financial Control Systems and its Adequacy

The Board has adopted accounting policies which are in line with Section 133 of the Actrules made there under. The Company has a proper and adequate system of internal controlto ensure that all assets are safeguarded properly utilized and protected against lossfrom un-authorized use or disposition and those transactions are authorized and recordedby the concerned departments properly and reported to the Audit Committee/Board correctly.

The Company has also in place adequate internal financial controls with reference tofinancial statements. Such controls are tested from time to time and no reportablematerial weakness in the design or operation has been observed so far.

24. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has the following six (6) subsidiary/Step-down Subsidiary companies as on31.03.2020:

1) Master Infrastructure and Real Estate Developers Limited (Subsidiary)

2) Master Capital Services Limited(Subsidiary)

3) Master Insurance Brokers Limited (Subsidiary)

4) H. A. Shares & Stock Brokers Limited (Subsidiary)

5) Master Commodity Services Limited (Step down Subsidiary)

6) Master Portfolio Services Limited (Step down Subsidiary)

The Company however does not have any Joint Venture or Associate Company.

25. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.

The summary of performance of the subsidiaries of the Company is provided below:

i. MASTER CAPITAL SERVICES LIMITED (MCSL)

In the current year of operations FY 2019-20 MCSL posted increase in total revenues.MCSL's total revenue during the year under review increased by 7.26% to Rs. 1092.97million from Rs. 1018.96 million in the previous year FY 2018-19.

MCSL's net profit during the current year decreased by 14.58% to Rs. 37.10 millionfrom Rs. 43.43 million in previous year.

ii. MASTER COMMODITY SERVICES LIMITED (MCOMSL)

In the current year of operations FY 2019-20 MCOMSL's total revenue during the yearunder review decreased by 2.18% to Rs. 93.10 million from Rs. 95.17 million in theprevious year FY 2018-19.

MCOMSL net profit during the current year decreased by 24.92% to Rs. 6.96 million ascompared to Rs. 9.27 million in previous year.

iii. MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREDL)

MIREDL's total revenue during the year under review decreased by 5.88% to Rs. 95.94million from

Rs. 101.90 million in the previous year FY 2018-19.

MIREDL's net profit during the current year also decreased by 52.99% to Rs. 14.74million from Rs. 31.36 million in previous year.

iv. H.A. SHARES & STOCK BROKERS LTD (HASSBL)

In the current year of operations FY 2019-20 HASSBL's total revenue during the yearunder review decreased to Rs. 7.10 from Rs. 14.10 million in the previous year FY 2018-19.

HASSBL net profit during the current year also decreased to Rs. 0.025 million from Rs.2.36 million in previous year.

v. MASTER INSURANCE BROKERS LTD (MIBL)

In the current year of operations FY 2019-20 MIBL posted increase in total revenues.MIBL's total revenue during the year under review increased by 63.51% to Rs. 26.08 millionfrom Rs. 15.95 million in the previous year FY 2018-19.

MIBL's net profit during the current year also increased to Rs. 8.62 million from Rs.2.59 million registering an increase by 232.82%.

vi. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2019-20 MPSL's revenue during the year underreview decreased by 29.40% to Rs. 39.09 million from Rs. 55.37 million in the previousyear FY 2018-19.

MPSL's net profit during the current year decreased by 96.55% to Rs. 0.051 millionfrom Rs. 1.48 million in previous year.

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 and rules madethere under a statement containing salient features of financial statements ofsubsidiaries in Form AOC 1 is attached to the Accounts. The separate audited financialstatements in respect of each of the subsidiary companies and step down subsidiary shallbe kept open for inspection at the Registered Office of the Company during working hoursfor a period of 21 days before the date of the Annual General Meeting. Your Company willalso make available these documents upon request by any Member of the Company interestedin obtaining the same. The separate audited financial statements in respect of each of thesubsidiary companies are also available on the website of your Company athttps://www.mastertrust.co.in/invester.aspx.

26. Particulars of Employees and Related Information

During the period under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act.

Accordingly no particulars of employees are being given pursuant to Section 134 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules form part of this Boards' Report.

As per the provisions of Section 136(1) of the Act the reports and accounts are beingsent to the Members of the Company excluding the information regarding employeeremuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. The same is available forinspection by Members at the Registered Office of the Company on all working days exceptup to the date of the Thirty Fourth Annual General Meeting. Any Member interested inobtaining such information may write to the Company Secretary and the same will befurnished on such request and such particulars shall be made available by the companywithin three days from the date of receipt of such request from shareholders.

27. Particulars of Loans Guarantees or Investments

Pursuant to Section 186(ll) of the Companies Act 2013 the investment and lendingactivities of a Non Banking Financial Company in the ordinary course of its business areexempted. Particulars if any of investments made loans and guarantees given andsecurities provided are given in the notes to the standalone financial statements.

28. Related Party Transactions (Particulars of Contracts or Arrangements with RelatedParties)

All Related Party Transactions that were entered into during the financial year were onarm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. majority of which were withwholly owned subsidiaries of the Company. All related party transactions as required underAS-18 are reported in Notes to the Standalone Financial Statements and Notes to theConsolidated Financial Statements of the Company.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 there are no related party transactions that are required to bereported under Section 188(1) of the Act and no material Related Party Transactions wereentered into during the financial year by the Company.

Therefore the disclosure of Related Party Transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

The Company has a policy on Related Party Transactions in place which is in line withthe Act and the Listing Regulations and the same is also available on the Company'swebsite at https://www.mastertrust.co.in/invester.aspx.

29. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The Company being engaged in the financial services activities its operations are notenergy intensive nor does it require adoption of specific technology and hence informationin terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 isnot applicable to the Company. Nevertheless the Company is vigilant on the need forconservation of energy.

During the financial year ended 31.03.2020 there is no Foreign Exchange Earnings andOutgo.

30. Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is uploaded on the website of the Company can beaccessed at https://www.mastertrust.co.in/invester.aspx.

31. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 andSchedule V of SEBI(LODR) Regulations 2015 The Company has established a vigil mechanismto provide appropriate avenues to the directors and employees to bring to the attention ofthe Management their genuine concerns about behavior of employees. Details of VigilMechanism/Whistle Blower are included in the report on Corporate Governance.

During the financial year 2019-20 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries/associate.

A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessedat https://www.mastertrust.co.in/invester.aspx.

32. Policy on Material Subsidiaries

The Policy for determining material subsidiaries as approved by the Board of Directorscan be accessed on the Company's website at https://www.mastertrust.co.in/invester.aspx.

33. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information ("Code of FairDisclosure") and the Code of Conduct to regulate monitor and report trading byinsiders for designated persons and their immediate relatives ("Code ofConduct") as approved by the Board are in force by the Company. The objective of thisCode is to protect the interest of shareholders at large to prevent misuse of any pricesensitive information and to prevent any insider trading activity by dealing in shares ofthe Company by its Directors Designated employees and Specified Persons. The Company alsoadopts the concept of Trading Window Closure to prevent it for designated persons andtheir immediate relatives from trading in the securities of the Company (Insider Trading)at the time when there is unpublished price sensitive information.

34. Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy formulated by the Nomination andRemuneration Committee deals with the appointment and remuneration of Directors and KMPsof the Company. The policy also covers the criteria for determining qualificationspositive attributes independence of a Director and KMP. In terms of Section 134(3) (e) ofCompanies Act 2013 the Nomination and Remuneration Policy of the Company is annexedherewith and forms part of this Annual Report.

35. Risk Management

The Board of Directors of your Company has formulated the risk management policy whichseeks to identify risks inherent in business operations of the Company and providesguidelines to define measure report control and mitigate the identified risks.

The objective of Risk Management is to create and protect shareholder value byminimizing threats or losses and identifying and maximizing opportunities. Anenterprise-wide risk management framework is applied so that effective management of risksis an integral part of every employee's job.

The Board's role under the policy is to ensure framing implementing and monitoringrisk management plan having in place systems for risk management as part of internalcontrols. It is the duty of Independent Directors to bring unbiased angle to the Board'sdeliberations on making risk management systems more robust. On the other hand AuditCommittee's role is Evaluate the risk management systems.

As a financial intermediary the Company is exposed to risks that are particular to itslending business and the environment within which it operates. Company's goal in riskmanagement is to ensure that it understands measures and monitors the various risks thatarise and that the organization adheres strictly to the policies and procedures which areestablished to address these risks. The Company is primarily exposed to credit riskmarket risk liquidity risk operational risk and legal risk.

The Company has a structured and standardized credit approval process which includes awell- established procedure of comprehensive credit appraisal. In addition the Companyattempts to mitigate operational risk by maintaining a comprehensive system of internalcontrols establishing systems and procedures to monitor transactions maintaining keyback-up procedures and undertaking regular contingency planning. As regards legal riskthe Company seeks to minimize legal risk by using stringent legal documentation employingprocedures designed to ensure that transactions are properly authorized and consultinginternal and external legal advisor. The Company also conducts a comprehensive analysis ofour loan portfolio on a periodic basis. The analysis considers both qualitative andquantitative criteria including among others the account conduct future prospectsrepayment history and financial performance. This comprehensive analysis includes anaccount by account analysis of the entire loan portfolio and an allowance is made for anyprobable loss on each account. In estimating the allowance we consider the net realizablevalue on a present value basis by discounting the future cash flows over the expectedperiod of recovery. Further we also consider past history of loan losses and value ofunderlying collateral.

36. Prevention of Sexual Harassment at Workplace

The Company has Zero tolerance towards any action on the part of any employee which mayfall under the ambit of 'Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women working in the Company.

During the year under review no complaints were received from any of the employees andno complaints were pending at the beginning of the year.

37. Managing Director (md) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from the Chief Financial Officerand Managing Director of the Company for the financial year 2019-20 with regard to thefinancial statements and other matters. The said certificate forms part of this AnnualReport.

38. Dividend Distribution Policy

Regulation 43a of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') is not applicableon the Company.

39. Secretarial Standards of ICSI

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (‘ICSI') and that such systems were adequate and operatingeffectively

40. Emergence of Covid-19

Towards the end of the financial year the World Health Organization (who) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation.

41. Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.No amount on account of principal or interest on deposits from the public was outstandingas on March 312020.

42. Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(l2) of the Act details ofwhich needs to be mentioned in this Report.

43. Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:

Pursuant to the applicable provisions of the Act Listing Regulations and GovernanceGuidelines the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects such as Boardcomposition and structure effectiveness of Board processes contribution in the long termstrategic planning etc. The criteria for performance evaluation of the Committeesincluded aspects such as structure and composition of Committees effectiveness ofCommittee meetings etc.

The above criteria for evaluation were based on the Guidance Note issued by Securitiesand Exchange Board of India (‘SEBI'). In a separate Meeting the independentDirectors evaluated the performance of Non-Independent Directors and performance of theBoard as a whole. They also evaluated the performance of the Managing Director taking intoaccount the views of Non-Executive Directors. The NRC reviewed the performance of theBoard its Committees and of the Directors.

The same was discussed in the Board Meeting that followed the Meeting of theindependent Directors and NRC at which the feedback received from the Directors on theperformance of the Board and its Committees was also discussed.

Significant highlights learning and action points with respect to the evaluation werediscussed by the Board.

44. Acknowledgment

The Directors place on record the gratitude for the guidance and support extended byBSE Limited National Securities Depository Limited Central Depository Services (India)Limited Association of Investment Bankers of India Bombay Stock Exchange Brokers Forum(bbf) and Association of Mutual Funds of India and other Forum and Associations.

The Directors also place on record their sincere appreciation and express theirgratitude for the continued support extended by the bankers Clients Advisors BusinessAssociates etc. for their continued and valuable co- operation and support to the Companyfrom time to time and the trust reposed by them in the Master Trust Group.

Your Directors also wish to express their gratitude to investors for the faith thatthey continue to repose in the Company.

Recognizing the challenging work environment the Directors also place on record theirappreciation for the dedication and commitment displayed by the employees of the Companyand its subsidiaries across all levels.

For and on behalf of the Board Director

R. K. Singhania Harjeet Singh Arora
Director Managing Director
Place : Ludhiana DIN-00077540 DIN-00063176
Date : 28.08.2020

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