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Master Trust Ltd.

BSE: 511768 Sector: Financials
NSE: N.A. ISIN Code: INE677D01029
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NSE 05:30 | 01 Jan Master Trust Ltd
OPEN 16.90
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VOLUME 40
52-Week high 22.05
52-Week low 11.30
P/E 70.42
Mkt Cap.(Rs cr) 37
Buy Price 15.75
Buy Qty 9.00
Sell Price 16.90
Sell Qty 14.00
OPEN 16.90
CLOSE 16.90
VOLUME 40
52-Week high 22.05
52-Week low 11.30
P/E 70.42
Mkt Cap.(Rs cr) 37
Buy Price 15.75
Buy Qty 9.00
Sell Price 16.90
Sell Qty 14.00

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 the thirty fourth Annual Report of the company along with the annualaudited consolidated and standalone financial statement for the financial year ended 31stMarch 2019.

1. Financial Highlights

The summary of the consolidated and standalone financial results of the Company forthefinancial year ended 31st March 2019 and the previous financial year ended 31st March2018 is given below:

a In Millions)

Particulars

For the Year Ended

31.03.2019 31.03.2018 31.03.2019 31.03.2018

Consolidated

Standalone

Gross Income 1344.14 1570.51 82.95 185.97
Profit Before Depreciation Interest & Tax 339.85 347.90 70.09 46.63
Less : Depreciation 14.76 28.08 0.35 0.68
Interest 200.21 189.72 48.51 28.04
Profit Before Tax 124.89 130.10 21.23 17.91
Provision for Tax 28.14 29.33 2.67 (0.34)
Profit after tax but before minority interest and share in associate companies 96.75 100.77 18.56 18.25
Less: Share of Minority Interest 1.16 0.34 - -
Net Profit 95.59 100.43 18.56 18.25
Add: Profit brought forward from earlier years 1179.94 1096.36 113.32 109.94
Profit available for appropriation 1275.53 1196.79 131.88 128.19
Less: Appropriations
- Proposed Dividend - 10.88 - 10.88
- Tax on Dividend - 2.21 - 0.23
- Transfer to Statutory Reserve 3.88 3.76 3.88 3.76
- Transfer to General Reserve - - - -
Closing Balance 1271.65 1179.94 128.00 113.32

2. Performance Highlights

On standalone basis the Company's net profit increased by 1.70% to Rs. 18.56 millionas compared to Rs. 18.25 million in the previous year. The Company's gross incomedecreased by 55.39% to Rs. 82.95 million as compared to Rs. 185.97 million in the previousyear.

On a consolidated basis the Consolidated Net worth of the Company has increased by5.16% to Rs. 1949.78 million as compared to Rs. 1854.18 million in the previous year. TheNet Profit after tax decreased to Rs. 95.60 million as compared to 100.43 million in theprevious year. Consequently the basic and diluted earnings per share for the current yeardecreased to Rs. 8.79 per share as compared to Rs. 9.23 per share in the previous year.

3. Dividend

The Board of Directors has not recommended a dividend for the financial year ended31.03.2019.

4. Outlook

While financial year 2018-19 was marked by the return of volatility FY 2019-20 beginswith conversion of most macro tailwinds into headwinds. It is not likely that the worldwill go into a recession despite a weaker global growth outlook. However markets willstruggle for a stable footing until better economic data emerges from the major economieslike US China Japan and the EU.If there is any rebound in global growth India's exportsare likely to benefit. The clear mandate removes the overhang of uncertainty from themarkets. This is a significant positive for market sentiment and for attracting globalinvestors. All eyes will now be on the new government and the steps it must take to mend atroubled economy. Despite scope of volatility remaining high investors can benefit frombuying equities for the longterm from a few niche segments that are expected to do well inFY 2019-20 and beyond.

5. Reserves

During the period under review there was a net transfer of Rs. 3.78 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. Sudhir Kumar and Mr. AnilKumar Malhotra. All the Members of Audit Committee are financially literate and haveaccounting knowledge to interpret and understand the financial statements. Norecommendation of the Audit Committee has been rejected by the Board of Directors of theCompany during the period under review.

(ii) Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Board of Directors of the Companyconsists of 3 Non-Executive Directors viz. Mr. R. K. Singhania Mr. Pavan Chhabra &Mr. Sudhir Kumar out of which 2 Directors are Independent Director who are free from anybusiness or other relationships. Mr. R. K. Singhania 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. R. K. Singhania Mrs. Harneesh Kaur Aroraand Mr. G.S. Chawla. Mr. R.K. 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 Mrs. Harneesh Kaur Arora andMr. Gurmeet Singh Chawla Directors of the Company retires by rotation at the forthcomingAnnual General Meeting of the Company and being eligible offer themselves forre-appointment. Notice convening the Annual General Meeting includes the proposal fortheir 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 Non-Executive Directors Independent Directors
Mr. Harjeet Singh Arora Mrs. Harneesh Kaur Arora Mr. Anil Kumar Malhotra
Mr. R.K. Singhania Mr. Anil Bhatia
Mr. Pavan Kumar Chhabra Mr. Ashwani Kumar
Mr. Gurmeet Singh Chawla Mr. Sudhir Kumar

Duringthe period under review there was no change in the Board of Directors of theCompany

(B) KM P's

Mr. Mohan Singh who was the Company Secretary cum Compliance Officer of the Companyresigned from the services of the Company w.e.f 07.12.2019.

Mr. Vikas Gupta Associate Member of ICSI (ACS-42199) was appointed as CompanySecretary cum Compliance Officer of the Company w.e.f. 27.03.2019 and confirmed by Boardof Directors of the Company in their Meeting held on 08.04.2019.

Except stated here In above there is no other change in the KMPs during the year underreview and In terms of the provisions of Section 203 of Companies Act 2013 Mr. HarjeetSingh Arora Managing Director Mr. Vikas Gupta Company Secretary and Mr. Sunil KumarCFO are the KMPs of the Company.

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 Four (4) meetings of Board ofDirectors were held viz. on 30.05.2018 14.08.2018 14.11.2018 and 14.02.2019.

The separate meeting of the Independent Directors of the Company was also held on14.08.2018 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 2019 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

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future during the periodunder review.

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 2019 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 LimitedMumbai (BSE) and the Annual Listing Fees for the year 2019-2020 has already been paid toit.

19. Auditors Statutory Auditors

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 fiveyears 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 for theperiod of five years.

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 2019 is part of this Annual Report. There are no qualifications reservationsadverse remarks or disclaimers made by Secretarial Auditors in their Audit Report.

20. Auditors' Reports

There are No qualifications reservation or adverse remark or disclaimers made by theStatutory Auditors in their Audit Report for the financial year 2018-19. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyduring the financial year 2018-19. The Auditors' Report on the Accounts of the Company forthe period under review are self - explanatory and no comments are required.

21. Corporate Social Responsibility (CSR)

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

22. 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.

23. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has the following six (6) subsidiary/Step-down Subsidiary companies as on31.03.2019:

• Master Infrastructure and Real Estate Developers Limited (Subsidiary)

• Master Capital Services Limited (Subsidiary)

• Master Insurance Brokers Limited (Step down Subsidiary)

• Master Commodity Services Limited (Step down Subsidiary)

• Master Portfolio Services Limited (Step down Subsidiary)

• H. A. Shares & Stock Brokers Ltd. (Subsidiary)

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

24. 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:

a) MASTER CAPITAL SERVICES LIMITED (MCSL)

In the current year of operations FY 2018-19 MCSL's revenue during the year underreview decreased to Rs. 1018.54 million from Rs. 1171.25 million in the previous year FY2017-18. MCSL's net profit during the current year also decreased to Rs. 43.31 millionfrom Rs. 70.38 million in previous year.

b) MASTER COMMODITY SERVICES LIMITED (MCOMSL)

In the current year of operations FY 2018-19 MCOML posted increase in revenues.MCOMSL's revenue during the year under review increased to Rs. 95.17 million from Rs.87.63 million in the previous year FY 2017-18 registering an increase of 8.60%. MCOMSLaccounted for a net profit of Rs. 6.82 million during the current year as compared to Rs.3.66 million in previous year registering an increase by 86.34%.

c) MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREDL)

In the current year of operations FY 2018-19 MIREDL posted increase in revenues.MIREDL's revenue during the year under review increased to Rs. 141.55 million from Rs.1.66 million in the previous year FY 2017-18 registering an increase by 8427.11%.MIREDL's net profit during the current year increased to Rs. 31.36 million from Rs. 0.48million in previous year registering an increase by 6433.33%.

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

In the current year of operations FY 2018-19 FIASSBL's revenue during the year underreview decreased to Rs. 14.10 from Rs. 76.56 million in the previous year FY 2017-18.FIASSBL company's net profit during the current year increased to Rs. 2.36 million fromRs. 0.71 million in previous year.

e) MASTER INSURANCE BROKERS LTD (MIBL)

In the current year of operations FY 2018-19 MIBL's revenue during the year underreview decreased to Rs. 15.95 million from Rs. 17.09 million in the previous year FY2017-18.

MIBL's net profit during the current year increased to Rs. 2.59 million from Rs. 1.63million registering an increase by 58.90%.

f) MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2018-19 MPSL's revenue during the year underreview decreased to Rs. 55.37 million from Rs. 72.68 million in the previous year FY2017-18. MPSL's net profit during the current year decreased to Rs. 1.48 million fromRs. 5.66 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.

25. 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.

26. Particulars of Loans Guarantees or Investments

Pursuant to Section 186(11) 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.

27. Particulars of Contracts or Arrangements with Related Parties

The Board of Directors of the Company has formulated a policy on dealing with RelatedParty Transactions pursuant to the applicable provisions of the Act and ListingRegulations. The same is displayed on the website of the Company athttps://www.mastertrust.co.in/invester.aspx.

During the year under review all the related party transactions were entered in theordinary course of business and on arm's length basis majority of which were with whollyowned subsidiaries of the Company. All related party transactions as required under AS-18are reported in Notes to the Standalone Financial Statements and Notes to the ConsolidatedFinancial 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 as prescribed in Form AOC-2.

28. 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 31.03.2019 there is no any Foreign Exchange Earningsand Outgo.

29. 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.

30. 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 2018-19 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.

31. Maintenance of Cost Records

The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148 (1) of the Companies Act 2013 read with Rule 3 of theCompanies (Cost Records and Audit) Rules 2014.

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 its 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 2018-19 with regard to thefinancial statements and other matters. The said certificate forms part of this AnnualReport.

38. Acknowledgment

The Directors place on record their sincere appreciation and express their gratitudefor the continued support extended by the bankers Clients Advisors Business Associatesand stakeholders 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.

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 of Directors

Sd/- Sd/-
(R.K. Singhania) (Harjeet Singh Arora)
Director Managing Director
DIN- 00077540 DIN- 00063176
Place : Ludhiana
Date : 14.08.2019