The Board of Directors of your Company "Master Trust Limited"(MTL) are pleased to present their thirty sixth (36th) Annual Report of the company alongwith the annual audited consolidated and standalone financial statement for the financialyear ended 31st March 2021.
This was an unprecedented year with the Covid-19 pandemic affectingcountries businesses and individuals in India and across the world. Lockdown andrestrictions imposed on various activities due to the pandemic called for extraordinarychanges in the way operations were managed at the Company. Our technological investmentsand timely and decisive steps towards remote working ensured business continuity even asthe pandemic unfolded across locations of our presence.
1. Financial Highlights
The summary of the consolidated and standalone financial results of theCompany for the financial year ended 31st March 2021 and the previous financial yearended 31st March 2020 is given below:
(Rs In Millions)
|Particulars ||For the Year Ended |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
| ||Consolidated ||Standalone |
|Gross Income ||2247.96 ||1358.62 ||139.55 ||76.99 |
|Profit Before Depreciation finance cost& Tax ||633.79 ||328.31 ||47.24 ||62.86 |
|Less: Depreciation Finance cost ||13.15 191.60 ||16.03 177.90 ||0.10 28.53 ||0.17 53.30 |
|Profit Before Tax ||429.04 ||134.38 ||18.61 ||9.39 |
|Less: Provision for Tax (Tax Expenses) ||85.33 ||11.28 ||1.69 ||1.33 |
|Profit for the year (A) ||343.71 ||123.10 ||16.92 ||8.06 |
|Profit for the year attributable to: || || || || |
|- Owners of the Company (l) ||347.71 ||123.09 ||16.92 ||8.06 |
|- Non-controlling interests (ii) ||- ||0.01 ||- ||- |
|Other comprehensive income ('OCI') (B) ||72.62 ||(47.53) ||331.60 ||53.99 |
|Total Comprehensive income/Profit for the year (A+B)=(C) ||416.33 ||75.58 ||348.52 ||62.05 |
|Balance of Profit brought forward from previous year (D) ||1463.36 ||1342.32 ||134.10 ||127.93 |
|Profit Available for Appropriations (A(i)+D) ||1807.07 ||1465.41 ||151.02 ||135.99 |
|Appropriations || || || || |
|Transfer to Statutory Reserve ||(3.15) ||(2.09) ||(3.38) ||(1.85) |
|Transfers to Standard Assets ||0.07 ||0.04 ||(0.07) ||0.04 |
|Adjustment during the year ||(2.75) ||0.00 ||0.00 ||0.00 |
|Balance Profit carried forward to balance sheet (Retained Earning) ||1801.24 ||1463.36 ||147.57 ||134.10 |
2. Performance Highlights
The Company's consolidated gross revenue from operations for FY2020-21 was Rs. 2247.96 million compared to Rs. 1358.62 million in the previous yearincreased by 65.46% over the previous year. The Company earned a consolidated net profitafter tax of Rs. 343.71 million increased by 179.21% as against a net profit after tax ofRs. 123.10 million in the previous year.
The Company's standalone gross revenue for FY 2020-21 was Rs. 139.55million increased by 81.26% over the previous year's revenue of Rs. 76.99 million. TheCompany earned a net profit after tax of Rs. 16.92 million increased by 109.93% asagainst a net profit after tax of Rs. 8.06 million in the previous year.
The consolidated basic and diluted earnings per share for the currentyear increased to Rs. 15.80 per share as compared to Rs. 5.66 per share in the previousyear and the standalone basic and diluted earnings per share for the current yearincreased to Rs. 0.78 per share as compared to Rs. 0.37 per share in the previous year.The face value of the shares of the company is Rs. 5/- per equity shares.
The Board of Directors has not recommended a dividend for the financialyear ended 31.03.2021.
The International Monetary Fund (IMF) projected the global economy togrow 6.0 percent in 2021 and
4.9 percent in 2022. The 2021 global forecast is unchanged from theApril 2021 WEO but with offsetting revisions. Growth prospects for advanced economiesthis year have improved by 0.5 percentage point but this is offset exactly by a downwardrevision for emerging market and developing economies driven by a significant downgradefor emerging Asia. For 2022 it project global growth of
4.9 percent up from previous forecast of 4.4 percent. But againunderlying this is a sizeable upgrade for advanced economies and a more modest one foremerging market and developing economies.
The pandemic has taken a turn for the worse in some parts of the worldsince the release of the April 2021 WEO. Meanwhile a speedy vaccine rollout has helpedbring down case loads quickly in other regions. Economies are diverging even furtherinfluenced by differences in the pace of vaccine rollout and policy support. Howeversmooth and durable recoveries are not assured even in places where infections areseemingly under control.
Multilateral action has a vital role to play in diminishing divergencesand strengthening global prospects. The immediate priority is to deploy vaccines equitablyworldwide. Financially constrained economies also need unimpeded access to internationalliquidity. The proposed $650 billion General Allocation of Special Drawing Rights at theIMF is set to boost reserve assets of all economies and help ease liquidity constraints.Countries also need to redouble collective efforts to reduce greenhouse gas emissions.
During the period under review there was a net transfer of Rs. 3.38million to Statutory Reserves.
6. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under reviewas required under Regulation 34 of SEBI (LODR) Regulations 2015 is given as a separatestatement forming part of the Annual Report.
7. Human Resource Development
The Company has a team of able and experienced professionals and isalways following the policy of creating a healthy environment and work culture resultinginto harmonious inter-personnel relations. The relations at all levels of the Company haveremained very cordial throughout the year.
8. Board Committee
Details of all the following Committees constituted by the Board alongwith their composition terms of reference and meeting held during the year are providedin the Report on Corporate Governance which forms part of this Report:
(i) Audit Committee
The Audit Committee of the Board of Directors of the Company consistsof 3 Non- Executive Independent Directors viz. Mr. Ashwani Kumar Mr. Anil Bhatia and Mr.Rajiv Kalra. 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 Boardof Directors of the Company during the period under review.
Mr. Anil Bhatia is the Chairman of the Committee.
(ii) Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Board of Directorsof the Company consists of 1 Non-Executive Director and 2 Non-Executive independentDirectors viz. Mr. Rajinder Kumar Singhania (Non-Executive Director) Mr. Pavan KumarChhabra and Mr. Anil Bhatia NonExecutive independent Directors who are free from anybusiness or other relationships.
Mr. Anil Bhatia is the Chairman of the Committee.
(iii) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Board of Directors ofthe Company consists of 3 Non-Executive Directors viz. Mr. Rajinder Kumar Singhania Mrs.Harneesh Kaur Arora and Mr. Anil Bhatia out of which Mr. Anil Bhatia is Non-Executiveindependent Director.
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 Act2013 and in accordance with the Articles of Association of the Company Mrs. Harneesh KaurArora Director of the Company retires by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer herself for re-appointment. Noticeconvening the Annual General Meeting includes the proposal for her re-appointment as theDirector.
(ii) Board of Directors
As on the date of this report the Company's Board consists of thefollowing Directors:-
|Managing Director ||Mr. Harjeet Singh Arora |
|Non-Executive Directors ||Mrs. Harneesh Kaur Arora (Women Director) |
| ||Mr. Rajinder Kumar Singhania |
| ||Mr. Gurmeet Singh Chawla |
|Independent Directors ||Mr. Anil Bhatia |
| ||Mr. Ashwani Kumar |
| ||Mr. Pavan Kumar Chhabra |
| ||Mr. Rajiv Kalra |
During the period under review Mr. Rajiv Kalra was appointed as thenon-executive independent director of the company w.e.f. 30.06.2020.
There is no change in the KMPs during the year under review and interms of the provisions of Section 203 of Companies Act 2013 Mr. Harjeet Singh AroraManaging Director Mr. Vikas Gupta Company Secretary and Mr. Sunil Kumar CFO are theKMPs of the Company.
10. Statement on Declaration by Independent Directors under Section149(6)
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Familiarization Programme for Independent Director
The Board Members are provided with necessary documents/brochuresreports and internal policies to enable them to familiarize with the Company's proceduresand practices. The details of such familiarization programmes for Independent Directorsare posted on the website of the Company and can be accessed athttps://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 variousbusiness policies strategies and other businesses. During the year five (5) meetings ofBoard of Directors were held viz. on 30.06.2020 28.08.202028.09.202013.11.2020 and12.02.2021.
The Company passed a resolution by circulation dated 28.05.2020 withthe approval of majority directors of the Company and the same has took note in boardmeeting held on 30.06.2020.
The separate meeting of the Independent Directors of the Company wasalso held on 12.02.2021 other than the Board Meetings mentioned.
12. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and SEBI Circular no SEBl/CFD/CMD/cir/p/2017/004 dated January 05 2017 the Board of Directors have carried out anannual performance evaluation of its own performance its Committees the Directorsindividually including Independent Directors (wherein the concerned Director beingevaluated did not participate) based out of the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by Nomination andRemuneration Committee ("NRC"). The evaluation process manner and performancecriteria for independent directors in which the evaluation has been carried out by isexplained in the Corporate Governance Report which forms a part of this report. The Boardis responsible to monitor and review the evaluation framework. The Board considered anddiscussed the inputs received from the Directors. Also the Independent Directors at theirmeeting held on 12.02.2021 reviewed the following:
Performance of Non-Independent Directors and the Board and theCommittee as a whole.
Performance of the Chairperson/Managing Director of the Company.
Assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board which is necessary for theBoard to effectively and reasonably perform their duties.
The Independent Directors expressed their satisfaction with overallfunctioning and implementations of their suggestions. The evaluation process endorsed theBoard Members confidence in the ethical standards of the Company the cohesiveness thatexists amongst the Board Members the two-way candid communication between the Board andthe Management and the openness of the Management in sharing strategic information toenable Board Members to discharge their responsibilities.
During the year under review the Company has neither invited noraccepted any deposits from the public within the meaning of Section 73 of the CompaniesAct 2013 and the Rules made there under and as such no amount on account of principal orinterest on Public Deposits was outstanding on the date of the Balance Sheet.
14. Material Changes and Commitments affecting the financial positionOf the Company
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company i.e. March 31st 2021 to which the financial statements relate and thedate of this Report.
15. Significant and Material Orders passed by the Regulators or Courtsor Tribunals Impacting the Going Concern Status and Company's Operations in Future
There are no Significant and Material Orders passed by the Regulatorsor Courts or Tribunals that Impact the Going Concern Status and Company's Operations inFuture for the year ended March 31st 2021.
16. Report on Corporate Governance
The Company has a strong legacy of following fair transparent andethical governance practices and is committed to maintain the highest standards ofCorporate Governance and strictly adheres to the Corporate Governance requirements set outby SEBI. The Company's Corporate Governance policy is based on the belief that goodgovernance is an essential element of business which helps the Company to fulfill itsresponsibilities towards all its stakeholders. The report on Corporate Governance asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Regulations") forms an integral part of this Report.
The requisite Certificate from the Auditors of the Company confirmingthe compliance with the regulations of Corporate Governance as stipulated under PART E ofthe SEBI (LODR) Regulations 2015 as amended from time to time forms part of thisReport.
17. Directors' Responsibility Statement
Pursuant to the provisions of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm that:
a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) Internal financial controls to be followed by the Company had beenlaid down and such internal financial controls are adequate and are operating effectively;
e) The Directors had prepared the annual accounts on a going concernbasis; and
f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. Listing / De-listing of Shares
The Shares of your Company are presently listed on the Bombay StockExchange Limited (BSE) Mumbai and the Annual Listing Fees for the year 2021-2022 hasalready been paid to it.
19. Share Capital
The paid-up Equity Share Capital as on March 31 2021 was Rs. 108.76Millions. During the year under review the Company has not issued any shares. The Companyhas not issued shares with differential voting rights.
20. Audit and Auditors
I. Statutory Auditors and Auditors Report
In terms of Section 139 of the Act M/s C. S. Arora & AssociatesChartered Accountants were appointed as statutory auditors of the Company for a period offive (5) years in the AGM held on 29.09.2017 from the conclusion of the Thirty SecondAnnual General Meeting until the conclusion of the Thirty Seventh Annual General Meetingbe held for the year 2021-22.
The Audit Report of M/s C. S. Arora & Associates on the FinancialStatements of the Company for FY 2020-21 is a part of the Annual Report. There are Noqualifications reservations or adverse remarks or disclaimers made by the StatutoryAuditors in their Audit Report for the financial year 2020-21 Except DIN of DirectorsMr. Gurmeet Singh Chawla and Mr. Rajiv Kalra has been Deactivated due to non-filing ofDIR-3 KYC as shown in the MCA records.
We have received a reply from the company that Due to issue of OTP atthe Mobile No. and Email id because of technical reason The company was not able to do aKYC. Further company doing the needful and complying the same for the KYC of saiddirectors.
The Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company during the financial year 2020-2021. The Auditors' Reporton the Accounts of the Company for the period under review is self - explanatory and nocomments are required.
II. Secretarial Auditors
Pursuant to the requirements of Section 204 of the Act read with Rule 9of the Companies (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 20202021. The Secretarial Audit Report of the company and of the 3Material Subsidiaries of the company for the financial year ended March 31 2021 are partof this Annual Report. There are some qualifications reservations adverse remarks ordisclaimers made by Secretarial Auditors in their Audit Report for the company and ourremarks as below:
|No. Qualification/ Adverse Remarks ||Our Remarks |
|1 Report in Form MGT 15 for AGM held in 2020 was not filed. ||The Comply has filed the form MGT-15 with late fees and we have complied the same. |
|2 Secretarial Audit Report of Subsidiaries not attached in Annual report of 2019-20 as required under 24A of SEBl (lodr) Regulations. ||The Company has uploaded the Secretarial Audit Report of Subsidiaries at the website of the company for the stakeholders and we have complied the same. |
|3 DIN of Directors Mr. Gurmeet Singh Chawla and Mr. Rajiv Kalra has been Deactivated due to non-filing of DIR-3 KYC as shown in the MCA records. ||Due to issue of OTP at the Mobile No. and E-mail id because of technical reason we were not able to do a KYC. Further company doing the needful and complying the same for the KYC of said directors. |
|4 The intimation of the appointment of Sh. Rajiv Kalra was not provided within scheduled time to Stock Exchange. ||The intimation of the appointment of Sh. Rajiv Kalra as independent director was provided under outcome of Board Meeting within 30 minutes to Stock Exchange and we have complied the provision of intimation to BSE within 24 hours. Further we also sent separate intimation of appointment to BSE within 48 hours. |
|5 Certificate under 74(5) of SEBl (Depositories and Participants) Regulations 2018 not filed by the company for the quarters ended 30.06.2020 and 30.09.2020. ||The Company was not able to file the Certificate due to Non updation of DN Database and the RTA failed to provide the requisite report. |
|6 The Listing Fee was not paid by the company within scheduled time. ||The invoice was received on 22.04.2021 which led to the delay on the part of the Company and the office was closed due to covid-19 and this fact was duly intimated to the BSE by the Company. |
Pursuant to circular No. CIR/CFD/CMDl/27/2019 dated February 8 2019issued by Securities and Exchange Board of India (SEBl) the company has obtained AnnualSecretarial Compliance Report from Practicing Company Secretaries on compliance of allapplicable SEBl Regulations and circulars / guidelines issued there under and the copy ofthe same has submitted with the Stock Exchanges within the prescribed due date.
III. Internal Auditors
Mr. Amit Sharma-Assistant Manager of the Company was appointed by theBoard of Directors as Internal Auditor of the Company to assist in internal audit with theaudit processes and internal audit reviews for the Company for FY 2020-21.
IV. Cost Auditors and Maintenance of Cost Records
The Company is NBFC Company and is not required to maintain costrecords as specified by the Central Government as per Section 148(l) of the Companies Act2013 and Rule 3 of the Companies (Cost Records and Audit) Rules 2014.
21. Corporate Social Responsibility (CSR)
The provisions of Section 135 of Companies Act 2013 are not applicableon the Company.
22. Financial Control Systems and its Adequacy
The Board has adopted accounting policies which are in line withSection 133 of the Act rules made there under. The Company has a proper and adequatesystem of internal control to ensure that all assets are safeguarded properly utilizedand protected against loss from un-authorized use or disposition and those transactionsare authorized and recorded by the concerned departments properly and reported to theAudit Committee/Board correctly.
The Company has also in place adequate internal financial controls withreference to financial statements. Such controls are tested from time to time and noreportable material 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 (5) subsidiary/step-down Subsidiarycompanies and 1 Associate Company as on 31.03.2021:
|1) Master Infrastructure and Real Estate Developers Limited ||(Subsidiary) |
|2) Master Capital Services Limited ||(Subsidiary) |
|3) Master Insurance Brokers Limited ||(Subsidiary) |
|4) Master Commodity Services Limited ||(Step down Subsidiary) |
|5) Master Portfolio Services Limited ||(step down Subsidiary) |
|6) H. A. Shares & Stock Brokers Limited ||(Associate) |
The Company however does not have any Joint Venture or any otherAssociate Company.
24. Performance and financial position of each of the subsidiariesassociates and joint venture companies included in the consolidated financial statement.
The summary of performance of the subsidiaries of the Company isprovided below:
i. MASTER CAPITAL SERVICES LIMITED (MCSL)
In the current year of operations FY 2020-21 MCSL posted increase intotal revenues. MCSL's total revenue during the year under review increased by 76.19% toRs. 1925.67 million from Rs. 1092.97 million in the previous year FY 2019-20.
MCSL's net profit during the current year increasedby466.47%to Rs.210.16 million from Rs. 37.10 million in previous year.
ii. MASTER COMMODITY SERVICES LIMITED (MCOMSL)
In the current year of operations FY 2020-21 MCOMSL's total revenueduring the year under review decreased by 55.86% to Rs. 41.09 million from Rs. 93.10million in the previous year FY 2019-20.
MCOMSL net profit during the current year increased by 250.78% to Rs.18.03 million as compared to Rs. 5.14 million in previous year.
iii. MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREDL)
MIREDL's total revenue during the year under review decreased by 26.60%to Rs. 82.05 million from Rs. 111.78 million in the previous year FY 2019-20.
MIREDL's net profit during the current year also increased by 170.49%to Rs. 39.87 million from Rs. 14.74 million in previous year.
iv. MASTER INSURANCE BROKERS LIMITED (MIBL)
In the current year of operations FY 2020-21 MIBL posted increase intotal revenues. MIBL's total revenue during the year under review increased by 3.95% toRs. 27.11 million from Rs. 26.08 million in the previous year FY 2019-20.
MIBL's net profit during the current year also increased to Rs. 9.68million from Rs. 8.62 million registering an increase byl2.30%.
V. MASTER PORTFOLIO SERVICES LIMITED (MPSL)
In the current year of operations FY 2020-21 MPSL's revenue during theyear under review increased by 43.44% to Rs.56.07million from Rs. 39.09 million in theprevious year FY 2019-20.
MPSL's net profit during the current year increased to Rs. 2.45million from Rs. 0.051 million in previous year.
Vi. H.A. SHARES & STOCK BROKERS PRIVATE LIMITED (HASSBPL)
In the current year of operations FY 2020-21 HASSBPL's total revenueduring the year under review decreased by 29.30% to Rs. 5.02 from Rs. 7.10million in theprevious year FY 2019-20.
HASSBL net profit during the current year also increased to Rs. 0.45million from Rs. 0.025 million in previous year.
Pursuant to the provisions of Section 129 (3) of the Companies Act2013 and rules made there under a statement containing salient features of financialstatements of subsidiaries/associates in Form AOC-1 is attached to the Accounts. Theseparate audited financial statements in respect of each of the subsidiary companies stepdown subsidiaries and associate company shall be kept open for inspection at theRegistered Office of the Company during working hours for a period of 21 days before thedate of the Annual General Meeting. Your Company will also make available these documentsupon request by any Member of the Company interested in obtaining the same. The separateaudited financial statements in respect of each of the subsidiary companies are alsoavailable on the website of your Company at https://www.mastertrust.co.in/invester.aspx.
25. Particulars of Employees and Related Information
During the period under review no employee of the Company receivedsalary in excess of the limits as prescribed under the Act.
Accordingly no particulars of employees are being given pursuant toSection 134 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended.
In accordance with the provisions of Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement containing the disclosures pertaining to remuneration and other detailsas required under the Act and the above Rules form part of this Boards' Report.
As per the provisions of Section 136(l) of the Act the reports andaccounts are being sent to the Members of the Company excluding the information regardingemployee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The same is availablefor inspection by Members at the Registered Office of the Company on all working days andthrough electronic means up to the date of the Thirty Sixth (36th) Annual General Meeting.Any Member interested in obtaining such information may write to the Company Secretary andthe same will be furnished on such request and such particulars shall be made available bythe company within three days from the date of receipt of such request from shareholders.
26. Particulars of Loans Guarantees or Investments
Pursuant to Section 186(ll) of the Companies Act 2013 the investmentand lending activities of a Non Banking Financial Company in the ordinary course of itsbusiness are exempted. Particulars if any of investments made loans and guaranteesgiven and securities provided are given in the notes to the standalone financialstatements.
27. Related Party Transactions (Particulars of Contracts orArrangements with Related Parties)
All Related Party Transactions that were entered into during thefinancial year were on arm's length basis in the ordinary course of business and were incompliance with the applicable provisions of the
Act and the Listing Regulations 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 theCompanies (Accounts) Rules 2014 there are no related party transactions that arerequired to be reported under Section 188(l) of the Act and no material Related PartyTransactions were entered into during the financial year by the Company.
Therefore the disclosure of Related Party Transactions as requiredunder Section 134(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 whichis in line with the Act and the Listing Regulations and the same is also available on theCompany's website at https://www.mastertrust.co.in/invester.aspx.
28. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo
The Company being engaged in the financial services activities itsoperations are not energy intensive nor does it require adoption of specific technologyand hence information in terms of Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 is not applicable to the Company. Nevertheless the Company isvigilant on the need for conservation of energy.
During the financial year ended 31.03.2021 there is no ForeignExchange Earnings and Outgo.
29. Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 anextract of Annual Return in prescribed Form MGT-9 is uploaded on the website of theCompany can be accessed at https://www.mastertrust.co.in/invester.aspx.
30. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 (9) & (10) of theCompanies Act 2013 and Schedule V of SEBl(LODR) Regulations 2015 The Company hasestablished a vigil mechanism to provide appropriate avenues to the directors andemployees to bring to the attention of the Management their genuine concerns aboutbehavior of employees. Details of Vigil Mechanism/Whistle Blower are included in thereport on Corporate Governance.
Your Company investigates such complaints speedily confidentially andin an impartial manner and takes appropriate action to ensure that the requisite standardsof professional and ethical conduct are always maintained. During the financial year2020-21 no cases under this mechanism were reported to the Company and/or to any of itssubsidiaries.
A copy of the Vigil Mechanism/Whistle Blower as approved by the boardmay be accessed at https://www.mastertrust.co.in/invester.aspx.
31. Policy on Material Subsidiaries
The Policy for determining material subsidiaries as approved by theBoard of Directors can be accessed on the Company's website athttps://www.mastertrust.co.in/invester.aspx.
32. Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 2015 as amended from time to time the Code of Practices and Procedures forFair Disclosure 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 C'Code of Conduct") asapproved by the Board are in force by the Company. The objective of this Code is toprotect the interest of shareholders at large to prevent misuse of any price sensitiveinformation and to prevent any insider trading activity by dealing in shares of theCompany 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.
33. Nomination and Remuneration Policy
The Company's Nomination and Remuneration Policy formulated by theNomination and Remuneration Committee deals with the appointment and remuneration ofDirectors and KMPs of the Company. The policy also covers the criteria for determiningqualifications positive attributes independence of a Director and KMP. In terms ofSection 134(3) (e) of Companies Act 2013 the Nomination and Remuneration Policy of theCompany is annexed herewith and forms part of this Annual Report.
34. Risk Management
Risk Management plays a key role in business strategy and planningdiscussions. The Company has implemented a comprehensive risk management framework toidentify understand and manage risks associated with the business. The Company's riskmanagement framework helps in conducting business in a well-controlled environment. It hasin place a mechanism to identify assess monitor and mitigate various risks associatedwith the business. In addition to this the Company has in place a Board constituted RiskManagement Committee that periodically assesses the expected and unexpected events underwhich it is imperative to make effective strategies for exploiting opportunities.Accordingly the Company has identified key risks and developed plans for managing thesame. The risk management committee also reviews various processes in the business andtakes required corrective decisions to protect the value for its stakeholders. The detailsof the Committee and its terms of reference are set out in the Corporate Governance Reportforming part of this Report. The Board of Directors has adopted a 'Risk ManagementPolicy' which integrates various elements of risk management. The risk managementpolicy is a comprehensive manual that establishes the framework in assessing risk in astructured and well-defined manner. The risk management policy is also reviewedperiodically to ensure that the policy remains relevant to the prevailing internal andexternal risk.
35. Prevention of Sexual Harassment at Workplace
The Company has Zero tolerance towards any action on the part of anyemployee which may fall under the ambit of 'Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women working in the Company.
During the year under review no complaints were received from any ofthe employees and no complaints were pending at the beginning of the year.
36. Managing Director (MD) and Chief Financial Officer (CFO)Certificate
In terms of the Listing Regulations the certificate as prescribed inPart B of Schedule II of the said Regulations has been obtained from the Chief FinancialOfficer and Managing Director of the Company for the financial year 2020-21 with regardto the financial statements and other matters. The said certificate forms part of thisAnnual Report.
37. Dividend Distribution Policy
Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations') isnot applicable on the Company.
38. Secretarial Standards of ICSI
The Directors have devised proper systems and processes for complyingwith the requirements of applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India ('ICSI') and that such systems were adequate and operatingeffectively.
39. Covid-19's impact on operations outlook & opportunities:
a. The Financial Year 2021 ended in a positive note even though thesecond wave of Covid-19 pandemic started hitting some parts of the country from mid / lateMarch 2021.
b. From the 2nd week of April 2020 one by one the State Governmentshave started announcing lockdowns to control the spread of second wave of Covid-19pandemic.
c. But by early May 2020 almost all States Governments have imposedlockdown of varying degrees to control the spread of second wave of Covid-19.
d. Corporate offices which were functioning with 50% strength andremaining 50% working from home until April 2020 have moved to almost 100% working fromhome from May 2020.
e. Company continues to pay all its employees without any pay cuts anddischarged all its statutory obligations and payments to all vendors/authorities withinthe due dates as it did during April / May 2020 lockdown.
f. From the experience of the previous lockdown the company has beenadequately geared up to ensure that the lockdowns do not severely affect the operationsthat are possible during this period as well as post lockdown period.
g. Your Company is confident that the initiatives taken will help theCompany to bounce back to normalcy once the situation improves and the lockdownrestriction eases.
h. Your Company has put in place a host of healthcare measures to takecare of its employees during this pandemic situation.
40. Fixed Deposits
The Company has not accepted any deposits from the public during theyear under review. No amount on accountof principal or interest on deposits from thepublic was outstanding as on March 312021.
41. Reporting of Frauds by Auditors
During the year under review the Statutory 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(12)of the Act details ofwhich needs to be mentioned in this Report.
42. Annual Evaluation of Board Performance and Performance of itsCommittees and of Directors:
Pursuant to the applicable provisions of the Act Listing Regulationsand Governance Guidelines the Board has carried out an annual evaluation of its ownperformance performance of the Directors as well as the evaluation of the working of itsCommittees.
The Nomination and Remuneration Committee has defined the evaluationcriteria procedure and time schedule for the Performance Evaluation process for theBoard its Committees and Directors.
The performance of the Board and individual Directors was evaluated bythe Board after seeking inputs from all the Directors. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation of the Board included aspectssuch as Board composition and structure effectiveness of Board processes contribution inthe long term strategic planning etc. The criteria for performance evaluation of theCommittees included aspects such as structure and composition of Committees effectivenessof Committee meetings etc.
The above criteria for evaluation were based on the Guidance Noteissued by Securities and Exchange Board of India ('SEBI'). In a separate Meeting theIndependent Directors evaluated the performance of Non-Independent Directors andperformance of the Board as a whole. They also evaluated the performance of the ManagingDirector taking into account the views of Non-Executive Directors. The Nomination andRemuneration Committee reviewed the performance of the Board its Committees and of theDirectors.
The same was discussed in the Board Meeting that followed the Meetingof the Independent Directors and Nomination and Remuneration Committee at which thefeedback received from the Directors on the performance of the Board and its Committeeswas also discussed.
Significant highlights learning and action points with respect to theevaluation were discussed by the Board.
Your Directors place on record their sincere appreciation for theassistance and guidance provided by the Government Regulators Stock ExchangesDepositories other statutory bodies and Company's Bankers for the assistance cooperationand encouragement extended to the Company
Your Directors also gratefully acknowledge all stakeholders of theCompany viz. clients advisors members banks and other business associates for theexcellent support received from them during the year. Our employees are instrumental inthe Company to scale new heights year after year. Their commitment and contribution isdeeply acknowledged. Your involvement as members is also greatly valued. Your Directorslook forward to your continuing support in the Master Trust Group.
| ||For and on behalf of the Board Director || |
| ||Sd/- ||Sd/- |
| ||R. K. Singhania ||Harjeet Singh Arora |
|Place: Ludhiana ||Director ||Managing Director |
|Date: 26.08.2021 ||DIN-00077540 ||DIN-00063176 |