Master Trust Director Discussions


Dear Members,

The Board of Directors of your Company "Master Trust Limited" (MTL) are pleased to present Thirty Eighth (38th) Annual Report of the company along with the annual audited consolidated and standalone financial statement for the financial year ended 31st March, 2023.

Financial Highlights

The summary of the consolidated and standalone financial results of the Company for the financial year ended 31st March, 2023 and the previous financial year ended 31st March, 2022 are given below:

(T In Millions)

For the Year Ended

Particulars 31.03.2023 31.03.2022 31.03.2023 31.03.2022

Consolidated

Standalone

Cross Income 3393.03 3313.65 108.63 117.80
Profit Before Depreciation, finance cost & Tax 1200.39 1090.60 88.23 94.15
Less: Depreciation 26.23 19.70 0.03 0.11
Finance cost 327.17 351.62 40.89 38.14
Profit BeforeTax 846.99 719.28 47.31 55.90
Less: Provision for Tax (Tax Expenses) 188.11 167.53 (9.53) 0.07
Net Profit for the year (A) 658.88 551.75 56.84 55.83
Other comprehensive income ("OCI") (B) 8.71 (108.86) 468.10 280.83
Total Comprehensive income/Profit for the year (A+B) =(C) 667.59 442.89 524.94 336.66
Balance of Profit brought forward from previous year (D) 2342.42 1801.24 193.06 147.80
Profit Available for Appropriations (A+D) 3001.3 2352.99 249.9 203.63
Appropriations
Transfer to Statutory Reserve (11.37) (11-17) (11.37) (11-17)
Transfers to Standard Assets (0.83) 0.60 (0.83) 0.60
Adjustment during the year (15.93) 0.00 0.00 0.00
Balance Profit carried forward to balance sheet (Retained Earning) 2973.17 2342.42 237.70 193.06
EPS (Face Value of Rs. 5/- Each) 30.29 25.36 2.61 2.57

OVERVIEW OF THE FINANCIAL PERFORMANCE

The Companys consolidated gross revenue from operations for FY 2022-23 was Rs. 3393.03 million compared to Rs. 3313.65 million in the previous year, increased by 2.40% over the previous year. The Company earned a consolidated net profit after tax of Rs. 658.88 million, increased by 19.42% as against a net profit after tax of Rs. 551.75 million in the previousyear.

The Companys standalone gross revenue for FY 2022-23 was Rs. 108.63 million, decreased by 7.78% over the previous years revenue of Rs. 117.80 million. The Company earned a net profit after tax of Rs. 56.84 million, increased byl.81%, as against a net profit after tax of Rs. 55.83 million in the previous year.

The consolidated basic and diluted earnings per share for the current year increased to Rs. 30.29 per share as compared to Rs. 25.36 per share in the previous year and the standalone basic and diluted earnings per share for the current year increased to Rs. 2.61 per share as compared to Rs.2.57 per share in the previousyear. The face value of the shares of the company is Rs. 5/- per equityshares.

DIVIDEND

The Board of Directors has not recommended dividend for the financial year ended 31.03.2023.

OUTLOOK

The year 2022-23 was full of volatility across the world with global economy experiencing several shocks. Central banks across advanced and emerging economies raised interest rates slowing down the global economy. India continues to prove its economic resilience in FY23 navigating macroeconomic hiccups and global inflationary trends. The Indian economy grew at 7.2% in the fiscal year 2022-23 above estimates of 7%, supported by strong growth in Q4FY23 at 6.1%. While FY22 posted a GDP growth of 9.1% because of low base effect of COVID 19 hit in FY21. Indian economy has remained resilient with robust domestic demand. Service sector continued to register strong growth while manufacturing suffered a setback due to global slowdown and high commodity prices prevalent during the year. Indias growth can be attributed to record direct tax collections (Income Tax both personal and corporate) and GST collections, increased spending and pick up in private sector investment. India remains one of the fastest growing economy among global players. Real GDP growth is projected at 6.5% in FY2024 (RBI), with economic activity backed by improving rural demand, the Governments thrust on infrastructure spending, revival in corporate investment, healthy bank credit, and moderating commodity prices. The corporate sector performance is expected to show robust growth with improvement in net margins due to softening of the commodity prices from their recent highs.

RESERVES

During the period under review there was a net transfer of Rs. 11.37 million to Statutory Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

HUMAN RESOURCE DEVELOPMENT

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Companyappreciates the spirit of its dedicated employees.

COMMITTEES OF THE BOARD:

Currently, there are 3 Board Committees as per the provision of Companies Act, 2013 and SEBI LODR- Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the Chairman of the respective Committees. The role and composition of these Committees are provided below:

(i) Audit Committee

The Company has a qualified and Independent Audit Committee comprising of 3 non-executive Independent Directors viz. Mr. Anil Bhatia (Chairman), Mr. Ashwani Kumar and Mr. Rajiv Kalra (Members), constituted in accordance with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Committee is empowered with the powers as prescribed under the said Regulation 18 and Section 177 of the Companies Act, 2013. The Committee also acts in terms of reference and directions if any, as given by the Board from time to time.

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

Mr. Anil Bhatia is the Chairman of the Committee.

Mr. Vikas Gupta, Company Secretary of the Company act as a Secretary to Audit Committee.

The Audit Committee discharges its functions and obligations on regular basis and on the occurrence of the events.

(ii) Nomination & Remuneration Committee

The Nomination and Remuneration Committee has been formed in compliance of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising ofl Non-Executive Non-Independent Director and 2 NonExecutive independent Directors viz. Mr. Anil Bhatia (Chairman), Mr. Rajinder Kumar Singhania and Mr. Pavan Kumar Chhabra (Members), out of which Mr. Rajinder Kumar Singhania is Non-Executive Non Independent Director.

Mr. Anil Bhatia is the Chairman of the Committee.

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been formed in compliance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 2 Non-Executive Non Independent Directors and 1 NonExecutive independent Directors viz. Mr. Rajinder Kumar Singhania (Chairman), Mrs. Harneesh Kaur Arora and Mr. Anil Bhatia (Members), out of which Mr. Anil Bhatia is Non-Executive independent Director.

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

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 in accordance with the Articles of Association of the Company, Mrs. Harneesh Kaur Arora, Director of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer herself for re-appointment. Notice convening the Annual General Meeting includes the proposal for his re-appointment as the Director.

(ii) Board Composition

The Companys Board consists of the following Directors as on 31st March 2023.

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

(B) KMPS

There is no change in the KMPs during the year under review and in terms of the provisions of Section 203 of Companies Act, 2013, Mr. Harjeet Singh Arora, Managing Director, Mr. Vikas Gupta, Company Secretary and Compliance Officer and Mr. Sunil Kumar, Chief Financial Officer are the KMPs of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our business leads and functional heads on a regular basis.

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companys website at: https://www.mastertrust.co.in/MediaGalary/docs/FAMILIARISATION PROGRAM FOR INDEPENDENTDIRECTORS-202305291309320822103.pdf

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met ten (10) times during the year under review. The details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

These Board Meetings were held on April 15, 2022; April 30, 2022; May 30, 2022; August 05, 2022; August 25, 2022; September 13, 2022; September 28, 2022; November 14, 2022; Januaryl3, 2023; February3, 2023.

The separate meeting of the Independent Directors of the Company in absence of non independent Directors was also held on May30,2022 other than the Board Meetings mentioned.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular no SEBl/CFD/CMD/CIR/P/2017/004 dated January 05, 2017, the Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors ("Performance Evaluation") which include criteria for performance evaluation of Non-Executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board of Directors of the Company. It covers the areas relevant to the functioning as Independent Directors or other Directors, Member of the Board or Committee of the Board.

The above criteria for evaluation were based on the Guidance Note issued by Securities and Exchange Board of India (‘SEBI). In a separate Meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Managing Director taking into account the views of Non-Executive Directors. The Nomination and Remuneration Committee reviewed the performance of the Board, its Committees and of the Directors.

The Board carried out annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedbackto each Director.

DEPOSITS

During the year under review, the Company did not accept any Deposit within the meaning of Section 73 of the Companies Act, 2013 ("the Act"). The Compliances as required under Chapter V of the Act is not applicable.

MATERIAL CHANCES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31st, 2023 to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no Significant and Material Orders passed by the Regulators or Courts or Tribunals that Impact the Going Concern Status and Companys Operations in Future for the year ended March 31st, 2023.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implementing effective policies and guidelines and developing a culture of the best management practices and compliance with the law at all levels. Our corporate governance practices strive to foster and attain the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions.

A separate section on Corporate Governance as stipulated under Schedule V (C) of the SEBI Listing Regulations forms part of this report. The Corporate Governance Report along with the requisite certificate from the Company Secretary in practice confirming compliance with the conditions of corporate governance as stipulated under SEBI Listing Regulations forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors Responsibility Statement, the Directors here by confirm that:

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

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

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING / DE-LISTING OF SHARES

The Shares of your Company are presently listed on the BSE Limited (BSE), Mumbai and the Annual Listing Fees for the year 2023-2024 has already been paid to it.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 108.77 Millions. During the year under review, the Company has not issued any shares and has not issued shares with differential voting rights.

AUDIT AND AUDITORS

I. Statutory Auditors and Auditors Report

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in its 37th Annual General Meeting held on 29th September, 2022, approved the re-appointment of M/s. C. S. Arora & Associates, Chartered Accountants (Firm Registration NO.15130N) as the Statutory Auditors of the Company for an Second term of five consecutive years, i.e. from the conclusion of the 37th AGM till the conclusion of the 42nd AGM of the Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Sectionl34(3)(f) of the Act.

II. Secretarial Auditors

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Bhambri & Associates, Company Secretaries, as Secretarial Auditors for conducting a Secretarial Audit of your Company for the financial year ended 31st March, 2023. The report of the Secretarial Auditor is attached.

Pursuant to circular No. CIR/CFD/CMDl/27/2019 dated February 8, 2019, issued by Securities and Exchange Board of India (SEBI), the company has obtained Annual Secretarial Compliance Report, from M/s. Bhambri & Associates, Company Secretaries in Practice, Ludhiana on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and the copy of the 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 the Board of Directors as Internal Auditor of the Company to assist in internal audit with the audit processes and internal audit reviews for the Company for FY 2022-23.

IV. Cost Auditors and Maintenance of Cost Records

The Company is in service sector and NBFC Company hence it is not required to maintain cost records and Cost Audit is not required as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of Companies Act, 2013 related to CSR are not applicable on the Company.

INTERNAL FINANCIAL CONTROLS AND THEIRADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable materials weakness in the design or operation was observed. Internal Audit provides assurance to the Board on effectiveness of internal financial control functioning and quality.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has 6 subsidiaries as on March 31, 2023. A report on the performance and financial position of each subsidiary is outlined in AOC-1 which is annexed to this report. In accordance with the provisions of Section 136 of the Companies Act, 2013, and the amendments thereto, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on our website http://www.mastertrust.co.in.

The Company has also formulated a policy for determining ‘material subsidiaries pursuant to the provisions of the SEBI Listing Regulations. The policy is available at the website of the Company at https://www.mastertrust.co.in/MediaGalary/docs/Policy%20on%20Material%20Subsidiaries- 202005151433079294102.pdf

The Company has the following subsidiaries:

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) Mastertrust Wealth Private Limited (Step down Subsidiary)

The Company however does not have any Joint Venture.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

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

1. MASTER CAPITAL SERVICES LIMITED (MCSL)

In the current year of operations FY 2022-23, MCSL posted increase in total revenues. MCSLs total revenue during the year under review increased by 6.53% to Rs. 3008.32 million from Rs. 2823.84 million in the previous FY 2021-22.

MCSLs net profit, during the current year, increased by 34.09% to Rs. 554.10 million from Rs. 413.22 million in previous year.

2. MASTER COMMODITY SERVICES LIMITED (MCOMSL)

MCOMSLs total revenue during the year under review increased by 9.67% to Rs. 14.52 million from Rs. 13.24 million in the previous FY 2021-22.

MCOMSL net profit, during the current year, decreased by 11.77% to Rs. 6.37 million as compared to Rs7.22million in previous year.

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

MIREDLs total revenue during the year under review decreased by 84.14% to Rs. 11.95 million from Rs. 75.35 million in the previous FY 2021-22.

MIREDLs net profit, during the current year also decreased by 78.88% to Rs. 8.05 million from Rs. 38.12 million in previous year.

4. MASTER INSURANCE BROKERS LIMITED (MIBL)

In the current year of operations FY 2022-23, MIBL posted increase in total revenues. MIBLs total revenue during the year under review increased by 19.41% to Rs. 33.41 million from Rs. 27.98 million in the previous FY 2021-22.

MIBLs net profit during the current year also increased to Rs. 10.04 million from Rs. 6.52 million, registering an increase by53.99%.

5. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2022-23, MPSLs revenue during the year under review decreased byl6.50% to Rs. 234.34 million from Rs. 280.65 million in the previous FY 2021-22.

MPSLs net profit, during the current year, decreased to Rs. 23.10 million from Rs. 30.97 million in previousyear, registering increase by25.41%.

6. MASTERTRUST WEALTH PRIVATE LIMITED (MWPL)

MWPLs total revenue during the year under review increased to Rs. 23.77 million from Rs. 0.02 million in the previous 2021-22.

MWPLs net profit during the year increased to Rs. 0.37 million during the current year as compared to loss of Rs. 0.15 million in previous year.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 and rules made there under, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies includes step down subsidiaries, shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiary companies includes step down subsidiaries, are also available on the website of your Company at https://www.mastertrust.co.in/investor-relation.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

During the period under review, no employee of the Company received salary in excess of the limits as prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no particulars of employees are required to given.

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the 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 being sent to the Members of the Company excluding the information regarding employee 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 available for inspection by Members at the Registered Office of the Company on all working days and through electronic means up to the date of the Thirty Eighth (38th) Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

Pursuant to Section 186(H) of the Companies Act, 2013 the investment and lending activities of a NonBanking Financial Company in the ordinary course of its business are exempted. Further Particulars of loans given, investments made, guarantees given and securities provided are mentioned in standalone financial statements. Loans and Guarantee Given and investment made by the company under their nature of business and is proposed to be utilized by the recipient for the business purpose.

RELATED PARTY TRANSACTIONS (PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES)

Related Party Transactions entered during the year under review are on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Board of Directors of the Company has, on the recommendation of the Audit committee, adopted a policy to regulate transaction between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and Listing Regulations.

There are no materially significant Related Party Transactions entered into bythe Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.

The Policy as considered and approved by the Board has been uploaded on the website of the Company at https://www.mastertrust.co.in/MediaGalary/docs/Related%20Party%20Transaction%20Policy- 202305231200288435562.pdf

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being engaged in the financial services activities and NBFC Activities, its operations are not energy intensive nor does it require adoption of specific technology and 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. However, as a responsible corporate citizen, it continues to pursue and adopt appropriate energy conservation measures.

During the financial year ended 31.03.2023, there is no Foreign Exchange Earnings and Outgo.

ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is uploaded on the website of the Company can be accessed at https://www.mastertrust.co.in/investor-relation

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/Whistle Blower Policy as per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended and section 177 of the Companies Act, 2013 to report genuine concerns or grievances about unethical behavior of employees, actual or suspected fraud or violation of the Companys code of conduct. The Companys Vigil Mechanism/Whistle Blower as approved by the board are available at the Company Website at the link:https://www.mastertrust.co.in /MediaGalary/docs/MTL%20VigilMechanism-Whistle%20Blower%20Policy-201908071306575174343.pdf

Details related to the same is also described in corporate governance report as part of this report.

MATERIAL SUBSIDIARY COMPANY

As defined under Regulation 16 (1) (c) of Listing Regulations, the Company has two (2) Material Subsidiaries during the financial year 2022-23 viz.

(1) Master Capital Services Limited

(2) Master Infrastructure and Real Estate Developers Limited

The Audit Committee reviews the financial statements of material subsidiaries of the Company. It also reviews the investments made by such subsidiaries, the statement of all significant transactions and arrangements entered into by the subsidiaries, if any, and the compliances of material subsidiaries on a periodic basis. The minutes of board meetings of all the unlisted subsidiary companies are placed before the Board. Composition of the Board of material subsidiaries is in accordance with the Regulation 24(1) of the Listing Regulations.

POLICY ON MATERIAL SUBSIDIARIES

The Company has adopted a Policy on Material Subsidiary in line with the requirements of the Listing Regulations. The objective of this Policy is to lay down criteria for identification and dealing with material subsidiaries. The policy on Material Subsidiary is available on the website of the Company at the link: https://www.mastertrust.co.in/MediaGalary/docs/Policy%20on%20Material%20Subsidiaries- 202005151433079294102.pdf

CODE FOR PREVENTION OF INSIDER

Trading Practices In compliance with the SEBI Regulation on Prohibition of Insider Trading, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only during ‘Trading Window Open Period. The trading window is closed during the time of declaration of results, dividend and other material events as per the Code. The intimation of the closure of Trading Window, as per the SEBI Regulations on Prohibition of Insider Trading, is given to the Stock Exchanges before the end of every quarter with effect from the 1st day of the month immediately succeeding the end of every quarter till 48 hours after the declaration of financial results of the Company to the Stock Exchanges. The same is intimated to the Designated Persons as well. These aforementioned Codes are posted on the website of the Company at the link: https://www.mastertrust.co.in/MediaGalary/docs/Code%20of%20Fair% 20Disclosure%20under%20lnsider%20Trading%20Regulations%20-%20MTL%20%20-2019080714295298 68959.pdf

Annual Declarations containing the annual disclosures of holding of securities have been obtained from all the Directors and the Designated Persons of the Company for the financial year ended 31st March, 2023. Besides, a declaration has also been obtained from the Managing Director of the Company ensuring compliance with Regulation 9 Sub regulations 1 and 2 of the SEBI (Prohibition of Insider Trading) Regulations, as amended.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS

This policy on the nomination and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel have been formulated by the Nomination and Remuneration Committee and approved bythe Board of Directors of the Company. The Policy is guided by the principles and objectives as enumerated under the provisions of the Companies Act, 2013 and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and longterm performance of the Company. A Copy of the policy is uploaded on the Companys website at https://www.mastertrust.co.in/MediaGalary/docs/Nomination%20and%20Remuneration%20Policy- 202307251204033331089.pdf

The statement of Disclosure of Remuneration under Section 197 (12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report. None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down Risk Management Policy and identified threat ofsuch events which ifoccurs will adversely affect the ability of the company to achieve its objective. The Audit Committee and/or Board reviews the risk management and minimization procedures. In view of its importance, the Company makes efforts on an ongoing basis to strengthen the internal financial control system. The risk management policy is also reviewed periodically to ensure that the policy remains relevant to the prevailing internal and external risk. Details related to the same are also described in corporate governance report as part of this report.

A Copy of the RISK Management policy is uploaded on the Companys website at https://www.mastertrust.co.in/MediaGalary/docs/Risk%20management%20policy%20-%20MTL- 20190807131H32999728.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to promote a safe and professional work environment that fosters teamwork, diversity and trust across. Your Company has a gender neutral Anti-Sexual Harassment Policy at workplace which is also in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable rules. Internal Committee has been set up to redress complaints received regarding sexual harassment.

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

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2022-23 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) Dividend Distribution Policy is not applicable on

SECRETARIAL STANDARDS OF ICSI

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As on the date of this Report, your director are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

APPRECIATION

Your directors place on records their sincere appreciation for the assistance and guidance provided by the Government, Regulators, Stock Exchanges, Depositories, other statutory bodies and Companys Bankers for the assistance, cooperation and encouragement extended to the Company.

Our directors also gratefully acknowledge all stakeholders of the Company viz. clients, advisors, members, banks and other business associates for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your directors look forward to your continuing support in the MasterTrust Group.

For and on behalf of the Board

Sd/-

Harjeet Singh Arora

Managing Director DIN-00063176

Sd/-

Rajinder Kumar Singhania

Director

DIN-00077540

Place: Ludhiana

Date : 28.08.2023