Today's Top Gainer
Note:Top Gainer - Nifty 50 More
The Board of Directors of your Company "Master Trust Limited" (MTL) are pleased to present the thirty fourth Annual Report of the company along with the annual audited consolidated and standalone financial statement for the financial year ended 31st March, 2019.
1. Financial Highlights
The summary of the consolidated and standalone financial results of the Company forthe financial year ended 31st March, 2019 and the previous financial year ended 31st March, 2018 is given below:
a In Millions)
For the Year Ended
|Profit Before Depreciation, Interest & Tax||339.85||347.90||70.09||46.63|
|Less : Depreciation||14.76||28.08||0.35||0.68|
|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||-||-|
|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|
|- 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||-||-||-||-|
2. Performance Highlights
On standalone basis, the Companys net profit increased by 1.70% to Rs. 18.56 million as compared to Rs. 18.25 million in the previous year. The Companys gross income decreased by 55.39% to Rs. 82.95 million as compared to Rs. 185.97 million in the previous year.
On a consolidated basis, the Consolidated Net worth of the Company has increased by 5.16% to Rs. 1949.78 million as compared to Rs. 1854.18 million in the previous year. The Net Profit after tax decreased to Rs. 95.60 million as compared to 100.43 million in the previous year. Consequently, the basic and diluted earnings per share for the current year decreased to Rs. 8.79 per share as compared to Rs. 9.23 per share in the previous year.
The Board of Directors has not recommended a dividend for the financial year ended 31.03.2019.
While financial year 2018-19 was marked by the return of volatility, FY 2019-20 begins with conversion of most macro tailwinds into headwinds. It is not likely that the world will go into a recession despite a weaker global growth outlook. However, markets will struggle for a stable footing until better economic data emerges from the major economies like US, China, Japan and the EU.If there is any rebound in global growth, Indias exports are likely to benefit. The clear mandate removes the overhang of uncertainty from the markets. This is a significant positive for market sentiment and for attracting global investors. All eyes will now be on the new government and the steps it must take to mend a troubled economy. Despite scope of volatility remaining high, investors can benefit from buying equities for the longterm from a few niche segments that are expected to do well in FY 2019-20 and beyond.
During the period under review there was a net transfer of Rs. 3.78 million to Statutory Reserves.
6. 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.
7. Human Resource Development
The Company has a team of able and experienced professionals and is always following the policy of creating a healthy environment and work culture resulting into harmonious inter-personnel relations. The relations at all Levels of the Company have remained very cordial throughout the year.
8. Board Committee
Details of all the following Committees constituted by the Board along with their composition, terms of reference and meeting held during the year are provided in 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 consists of 3 Non- Executive Independent Directors viz. Mr. Ashwani Kumar, Mr. Sudhir Kumar and Mr. Anil Kumar Malhotra. All the Members of Audit Committee are financially literate and have accounting knowledge to interpret and understand the financial statements. No recommendation of the Audit Committee has been rejected by the Board of Directors of the Company during the period under review.
(ii) Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Board of Directors of the Company consists 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 any business 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 Company consists of 3 Non-Executive Directors viz. Mr. R. K. Singhania, Mrs. Harneesh Kaur Arora and 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 in accordance with the Articles of Association of the Company, Mrs. Harneesh Kaur Arora and Mr. Gurmeet Singh Chawla, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. Notice convening the Annual General Meeting includes the proposal for their re-appointment as the Director.
(ii) Board of Directors
As on the date of this report, the Companys Board consists of the following Directors:-
|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 the Company
(B) KM Ps
Mr. Mohan Singh, who was the Company Secretary cum Compliance Officer of the Company, resigned from the services of the Company w.e.f 07.12.2019.
Mr. Vikas Gupta, Associate Member of ICSI (ACS-42199) was appointed as Company Secretary cum Compliance Officer of the Company w.e.f. 27.03.2019 and confirmed by Board of 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 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 Mr. Sunil Kumar, CFO 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 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 Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The details of such familiarization programmes for Independent Directors are posted on the website 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 business policies, strategies and other businesses. During the year Four (4) meetings of Board of Directors 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 on 14.08.2018 other than the Board Meetings mentioned.
12. Board Evaluation
The Board of Directors of your Company recognizes and accepts that Board is accountable to the public to ensure that they are operating in an effective manner. Care is taken to avoid 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 to conduct a self-evaluation.
The Nomination and Remuneration Committee of the Company has approved the Annual Evaluation Plan for the Board, Committees and Individual Directors. The Board including its committees and members shall evaluate itself once a year, whether there are apparent major problems or not. Each member of the Board shall complete a form which comprises of objective questions on certain parameters such as their own roles and responsibilities in the Company, Strategic Leadership, Accountability, Board Processes and Board Performance. The responses shall be discussed among members of Board, Committees and at Individual level. The exercise shall be Led by the Chairman along with a Senior Independent Director of the Company.
The results of the Evaluation shall be shared with the Board, Chairman of respective Committees and individual Director based on the outcome of the Evaluation, the Board and Committees shall agree on the action plan to improve on the identified parameter. The evaluation in terms of the plan has been completed during the period under review.
During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under and as such, no amount on account of principal or interest on Public Deposits 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 position of the Company which have occurred between the end of the financial year of the Company i.e. March 31st, 2019 to which the financial statements relate and the date of this Report.
15. Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in Future
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future during the period under review.
16. Report on Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.
The Report on Corporate Governance for the financial year ended March 31, 2019 as stipulated under Part C of Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming the compliance with 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 to Directors Responsibility Statement, the Directors hereby 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) Internal financial controls to be followed by the Company had been laid down and such 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 of all applicable laws and that such systems were adequate and operating effectively.
18. Listing / De-listing of Shares
The Shares of your Company are presently Listed on The Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing Fees for the year 2019-2020 has already been paid to it.
19. Auditors Statutory Auditors
In terms of Section 139 of the Act, M/s C. S. Arora & Associates, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the AGM held on 29.09.2017 from the conclusion of the Thirty Second Annual General Meeting until the conclusion of the Thirty Seventh Annual General Meeting, for the period of five years.
Pursuant to the requirements of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. Rajeev Bhambri & Associates, Company Secretaries in Practice, Ludhiana, for conducting Secretarial Audit for the year 2019-2020. The Secretarial Audit Report for the financial year ended March 31, 2019 is part of this Annual Report. There are no qualifications, reservations, adverse 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 the Statutory Auditors in their Audit Report for the financial year 2018-19. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018-19. The Auditors Report on the Accounts of the Company for the 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 Act rules made there under. The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against Loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/Board correctly.
The Company has also in place adequate internal financial controls with reference to financial statements. Such controls are tested from time to time and no reportable 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 (6) subsidiary/Step-down Subsidiary companies as on 31.03.2019:
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 and joint 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, MCSLs revenue during the year under review decreased to Rs. 1018.54 million from Rs. 1171.25 million in the previous year FY 2017-18. MCSLs net profit, during the current year, also decreased to Rs. 43.31 million from 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. MCOMSLs 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%. MCOMSL accounted 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. MIREDLs 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%. MIREDLs net profit, during the current year, increased to Rs. 31.36 million from Rs. 0.48 million 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, FIASSBLs revenue during the year under review decreased to Rs. 14.10 from Rs. 76.56 million in the previous year FY 2017-18. FIASSBL companys net profit, during the current year increased to Rs. 2.36 million from Rs. 0.71 million in previous year.
e) MASTER INSURANCE BROKERS LTD (MIBL)
In the current year of operations FY 2018-19, MIBLs revenue during the year under review decreased to Rs. 15.95 million from Rs. 17.09 million in the previous year FY 2017-18.
MIBLs net profit during the current year increased to Rs. 2.59 million from Rs. 1.63 million, registering an increase by 58.90%.
f) MASTER PORTFOLIO SERVICES LIMITED (MPSL)
In the current year of operations FY 2018-19, MPSLs revenue during the year under review decreased to Rs. 55.37 million from Rs. 72.68 million in the previous year FY 2017-18. MPSLs net profit, during the current year, decreased to Rs. 1.48 million from Rs. 5.66 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 and step down subsidiary 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 are also available 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 received salary in excess of the limits as prescribed under the Act.
Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.
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 except up to the date of the Thirty Fourth 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.
26. Particulars of Loans, Guarantees or Investments
Pursuant to Section 186(11) of the Companies Act, 2013 the investment and lending activities of a Non Banking Financial Company in the ordinary course of its business are exempted. Particulars, if any, of investments made, Loans and guarantees given and securities 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 Related Party Transactions, pursuant to the applicable provisions of the Act and Listing Regulations. The same is displayed on the website of the Company at https://www.mastertrust.co.in/invester.aspx.
During the year under review, all the related party transactions were entered in the ordinary course of business and on arms length basis, majority of which were with wholly owned subsidiaries of the Company. All related party transactions as required under AS-18 are reported in Notes to the Standalone Financial Statements and Notes to the Consolidated Financial Statements of the Company.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported 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 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. Nevertheless, the Company is vigilant on the need for conservation of energy.
During the financial year ended 31.03.2019, there is no any Foreign Exchange Earnings and Outgo.
29. 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/invester.aspx.
30. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Schedule V of SEBI(LODR) Regulations, 2015, The Company has established a vigil mechanism to provide appropriate avenues to the directors and employees to bring to the attention of the Management, their genuine concerns about behavior of employees. Details of Vigil Mechanism/Whistle Blower are included in the report on Corporate Governance.
During the financial year 2018-19, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate.
A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at 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 not required pursuant to Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.
32. Policy on Material Subsidiaries
The Policy for determining material subsidiaries as approved by the Board of Directors can be accessed on the Companys website at https://www.mastertrust.co.in/invester.aspx.
33. 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 for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") and the Code of Conduct to regulate, monitor and report trading by insiders for designated persons and their immediate relatives ("Code of Conduct") as approved by the Board are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated employees and Specified Persons. The Company also adopts the concept of Trading Window Closure, to prevent its for designated persons and their 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 Companys Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee deals with the appointment and remuneration of Directors and KMPs of the Company The policy also covers the criteria for determining qualifications, positive attributes, independence of a Director and KMP. In terms of Section 134(3) (e) of Companies Act, 2013 the Nomination and Remuneration Policy of the Company is annexed herewith and forms part of this Annual Report.
35. Risk Management
The Board of Directors of your Company has formulated the risk management policy which seeks to identify risks inherent in business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks.
The objective of Risk Management is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employees job.
The Boards role under the policy is to ensure framing, implementing and monitoring risk management plan, having in place systems for risk management as part of internal controls. It is the duty of Independent Directors to bring unbiased angle to the Boards deliberations on making risk management systems more robust. On the other hand, Audit Committees role is Evaluate the risk management systems.
As a financial intermediary, the Company is exposed to risks that are particular to its lending business and the environment within which it operates. Companys goal in risk management is to ensure that it understands measures and monitors the various risks that arise and that the organization adheres strictly to the policies and procedures which are established to address these risks. The Company is primarily exposed to credit risk, market risk, Liquidity risk, operational risk and legal risk.
The Company has a structured and standardized credit approval process, which includes a well- established procedure of comprehensive credit appraisal. In addition, the Company attempts to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning. As regards Legal risk, the Company seeks to minimize legal risk by using stringent Legal documentation, employing procedures designed to ensure that transactions are properly authorized and consulting internal and external legal advisor. The Company also conducts a comprehensive analysis of our loan portfolio on a periodic basis. The analysis considers both qualitative and quantitative criteria including, among others, the account conduct, future prospects, repayment history and financial performance. This comprehensive analysis includes an account by account analysis of the entire Loan portfolio, and an allowance is made for any probable Loss on each account. In estimating the allowance, we consider the net realizable value on a present value basis by discounting the future cash flows over the expected period of recovery. Further, we also consider past history of loan losses and value of underlying collateral.
36. Prevention of Sexual Harassment at Workplace
The Company has Zero tolerance towards any action on the part of any employee which may fall under the ambit of Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the Company.
During the year under review, no complaints were received from any of the employees and no 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 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 2018-19 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.
The Directors place on record their sincere appreciation and express their gratitude for the continued support extended by the bankers, Clients, Advisors, Business Associates, and stakeholders for their continued and valuable co- operation and support to the Company from 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, their appreciation for the dedication and commitment displayed by the employees of the Company and its subsidiaries across all levels.
For and on behalf of the Board of Directors
|(R.K. Singhania)||(Harjeet Singh Arora)|
|DIN- 00077540||DIN- 00063176|
|Place : Ludhiana|
|Date : 14.08.2019|