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Directors Report of Master Trust Ltd.

Mar 31, 2023

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:

(Rs. 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 Company’s 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 Company’s standalone gross revenue for FY 2022-23 was Rs. 108.63 million, decreased by 7.78% over the previous year’s 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 ofthe shares ofthe company is Rs. 5/- per equity shares.

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. India’s 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 Government’s 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 ofthe 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 Company''s 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 ofthe Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the Chairman ofthe respective Committees. The role and composition ofthese 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 ifany, 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

Companyduring the period under review.

Mr. Anil Bhatia is the Chairman ofthe Committee.

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

The Audit Committee discharges its functions and obligations on regular basis and on the occurrence ofthe 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 ofthe 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 ofthe 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 ofthe 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 ofthe 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 Company''s Board consists ofthe 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) KMP’S

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 Company’s 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 ofthe 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 ofthis Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S 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 Company''s 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 corporategovernance asstipulated underSEBI Listing RegulationsformspartofthisAnnual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect to Directors’ ResponsibilityStatement,the Directors herebyconfirm 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 Auditor’s Report are self-explanatory and therefore, do not call for any further comments underSectionl34(3)(f) oftheAct.

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. InternalAuditors

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) ofthe Companies Act, 2013 and Rule 3 ofthe 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 ourwebsite 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)

MastertrustWealth Private Limited

(Step down Subsidiary)

The Company however does not have anyJointVenture.

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

The summary of performance ofthe subsidiaries ofthe 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. MCSL''s 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.

MCSL''s net profit, during the current year, increased by 34.09% to Rs. 554.10 million from Rs. 413.22 million in previousyear.

2. MASTER COMMODITY SERVICES LIMITED (MCOMSL)

MCOMSL''s 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 Rs7.22 million in previousyear.

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

MIREDL''s 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.

MIREDL''s net profit, during the current year also decreased by 78.88% to Rs. 8.05 million from Rs. 38.12 million in previousyear.

4. MASTER INSURANCE BROKERS LIMITED (MIBL)

In the current year of operations FY 2022-23, MIBL posted increase in total revenues. MIBL''s 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.

MIBL''s 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, MPSL''s 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.

MPSL''s 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)

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

MWPL’s 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 previousyear.

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 ofemployees 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 ofthis 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 bythe companywithin three days from the date of receipt ofsuch 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 arm’s 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) ofthe 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 ofthe Audit Committee is obtained for the transactions which are repetitive in nature.

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

The Policy as considered and approved by the Board has been uploaded on the website ofthe 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 energyconservation 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 ofthe Companies Act, 2013 to

report genuine concerns or grievances about unethical behavior otemployees, actual or suspected fraud or violation of the Company’s code of conduct. The Company’s 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 ofthis 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) ofthe Listing Regulations.

POLICY ON MATERIAL SUBSIDIARIES

The Company has adopted a Policy on Material Subsidiary in line with the requirements ofthe Listing Regulations. The objective ofthis 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 ofthe 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, asamended.

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 ofthe Company. The Policy is guided by the principles and objectives as enumerated under the provisions ofthe 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 Company’s 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 ofthe 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 ofthis report.

A Copy of the RISK Management policy is uploaded on the Company’s 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 atthe beginning oftheyear.

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 ofthe Company, for the financial year 2022-23 with regard to the financial statements and other matters. The said certificate forms part ofthis 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 the Company.

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) ofthe 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) ofthe Act, details ofwhich 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 ofthe Company misleading. In the opinion ofthe Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end ofthe 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 ofwhich 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 Company’s 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.


Mar 31, 2018

The Directors of Master Trust Limited (MTL) have great pleasure in presenting the Annual Report of the company with audited statements of accounts for the financial period ended 31 st March, 2018 along with report of the Statutory Auditors thereon.

1. Financial Summary

The summary of financial results of the Company for the period ended 31 st March, 2018 is as under:

Financial Results

(Rs. In Millions)

For the Year Ended

Particulars

March 31" 2018

March 31“ 2017

March 31“ 2018

March 31“ 2017

Consolidated

Standalone

Gross Income

1570.51

1106.57

185.97

45.54

Profit Before Depreciation, Interest & Tax

347.90

257.27

46.63

30.63

Less: Depreciation

28.08

19.11

0.68

0.84

Interest

189.72

150.40

28.04

22.70

Profit Before Tax

130.10

87.76

17.91

7.09

Provision for Tax

29.33

29.45

(0.34)

1.17

Profit after tax but before minority interest and share in associate companies

100.77

58.31

18.25

5.92

Less: Share of Minority Interest

0.34

0.06

-

-

Net Profit

100.43

58.25

18.25

5.92

Add: Profit brought forward from earlier years

1096.36

1038.62

109.94

104.53

Profit available for appropriation

1196.79

1096.87

128.19

110.45

Less:Appropriations

- Proposed Dividend

10.88

-

10.88

-

- Tax on Dividend

2.21

-

0.23

-

- Transfer to Statutory Reserve

3.76

0.51

3.33

0.51

- Transfer to General Reserve

-

-

-

-

Closing Balance

1179.94

1096.36

113.75

109.94

2. Performance Highlights

On a consolidated basis, the Company''s gross income increased by 41.92% to Rs. 1570.51 million as compared to Rs.1106.57 million in the previous year. The Consolidated Net worth of the Company has increased by 4.94% to Rs.1854.18 million as compared to Rs.1766.84 million in the previous year. The Net Profit after tax also increased to Rs. 100.43 million as compared to Rs.58.25 million in the previous year. Consequently, the basic and diluted earning per share for the current year increased to Rs.9.23 per share as compared to Rs.5.3 6 per share in the previous year.

3. Dividend

The Board of Directors has recommended a dividend of Rs. 1.00 per equity share on fully paid up Equity Shares in its Board Meeting held on 30th May 2018. The dividend shall be paid tentatively by October, 2018, subject to the approval by shareholders.

4. Outlook

Indian financial services sector is set to dominate the Indian economy over the next few decades. Banking, capital markets, insurance and asset management are all set to significantly grow in the next few years. The Government has recently implemented multiple structural reforms, such as demonetization, GST and the Benami Transaction Act, to enable a low-cash and transparent economy. These reforms resulted in a structural change in the household saving pattern with higher inclination on investment in financial assets. The Indian economy is back on the growth path and demonetization of credit, financialisation of assets and privatisation of the economy will together lead to a compounding effect, which in turn is expected to double India''s GDP in 2025. Financial services will continue to be a standout performer in this golden age of compounding, private financial services even more so. The domestic capital markets remains stable to positive for FY2019 because of increasing financialisation of savings and strong DII segment. Large players in fund management industry are exploring investment opportunities and even setting up their business presence in India.

5. Reserves

During the period under review there was a net transfer ofRs.3.76 million to Statutory Reserves.

6. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Regulation 34(2) of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

7. Adequacy of Internal Control

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.

8. 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 rej ected by the Board of Directors of the Company during the period under review.

9. 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.

10. Directors/Key Management Personnel (KMPs)

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with Article 103 of the Articles of Association of the Company, Mr. Haijeet Singh Arora and Mr. Rajinder Kumar Singhania, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Notice convening the Annual General Meeting includes the proposal for their re-appointment as the Director.

As on the date of this report, the Company''s Board consists of the following Independent Directors:-

1) Mr. Pavan Kumar Chhabra

2) Mr. Anil Kumar Malhotra

3) Mr.AnilBhatia

4) Mr. Ashwani Kumar

5) Mr. Sudhir Kumar

During the period under review, there was no change in the Board of Directors or the KMPs of the Company. In terms of the provisions of Section 203 of Companies Act, 2013, Mr. Haij eet Singh Arora, Managing Director, Mr. Mohan Singh, Company Secretary and Mr. Sunil Kumar, CFO 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.

11. Fixed Deposits

The Company has not accepted any public deposits 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.

12. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are 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 31 st, 2018 and the date of the directors'' report i.e. 14th August, 2018.

13. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

As per an Ex-Parte Ad- Interim Order number WTM/RKA/ISD/162/2014 dated 19 December, 2014 by SEBI in the matter of First Financial Services Limited, Master Trust Limited amongst others, was restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner, till further directions. The Order had affected one of its activity i.e. trading/investment in securities till further directions.

The SEBI had further issued confirmatory Ad-interim order WTM/RKA/ISD/113/2016 dated 25 August 2016 confirming the aforesaid Ex-Parte Ad-Interim Order and had given interim/additional reliefs to the entities.

Subsequent to the interim orders, an investigation was carried out to look into the role of debarred entities in price manipulation the FFSL. Upon completion of investigation, violation of provisions of SEBI Act, 1992 (SEBI Act) and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (PFUTP Regulations) are not observed in respect of our company against which directions were issued vide the interim orders. As per the order number WTM/SR/SEBI/EFD-DRA3/ 71/09/2017 dated SEPTEMBER 06, 2017 by SEBI the directions issued earlier vide interim orders need not be continued and hence revoked with immediate effect.

14. 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 as stipulated under Part C of Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

The requisite Certificate confirming compliance with the conditions of Corporate Governance as stipulated under PART E of the SEBI (LODR) Regulations, 2015 is attached to this Report.

15. Directors’ Responsibility Statement

Pursuant to theprovisions of Section 134 ofthe Companies Act 2013, the Directors 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. 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 2018-19 has already been paid to it.

17. Auditors

Statutory Auditors

M/s C. S. Arora & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the AGM held on29.09.2017 for a period of 5 years subject to annual ratification at respective AGMs.

The Auditor has furnished a certificate to the effect that their ratification, if made, at the ensuing AGM, will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not beneficially holding any security or interest in the Company as defined under Companies Act, 2013. Since, the Ministry of Corporate Affairs has done away with the requirement of annual ratification of Statutory Auditors at each Annual General Meeting, their term is being ratified for the rest of the tenure of 4 years and no resolution for annual ratification shall be placed hereafter. The Board on recommendation of the Audit Committee recommends the ratification of M/s C. S. Arora & Associates, as Statutory Auditors by the members at the AGM.

Members are requested to consider the ratification of their appointment and authorize the Board of Directors to fix their remuneration.

Secretarial Auditors

M/s. Rajeev Bhambri & Associates, Ludhiana were appointed as the Secretarial Auditors for conducting the audit of the Secretarial Compliances of the Company. The Secretarial Audit for the year 2017-18 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India has been completed by M/s. Rajeev Bhambri & Associates, Ludhiana. The Secretarial Audit Report given by M/s.Rajeev Bhambri & Associates, Ludhiana is apart of this Annual Report.

18. Auditors’ Reports

No qualification, reservation or adverse remark or disclaimer has been made by the Statutory Auditors or the Secretarial Auditors in their reports. The Auditors'' Report on the Accounts and the Secretarial Compliances of the Company for the period under review are self - explanatory and no comments are required.

19. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has the following six(6) subsidiary companies:

- 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.

20. 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 2017-18, MCSL''s revenue during the year under review increased to Rs.1171.25 million from Rs.893.65 million in the previous year FY 2016-17 registering an increase of 31.10 %. MCSL''s net profit, during the current year, increased to Rs.70.3 8 million from Rs. 27.51 million.

b) MASTER COMMODITY SERVICES LIMITED (MCOMSL)

In the current year of operations FY 2017-18, MCOML posted decrease in revenues. MCOMSL''s revenue during the year under review decreased to Rs.87.63 million from Rs.115.44 million in the previous year FY 2016-17 registering a decrease of 24.09%. MCOMSL accounted for a net profit of Rs.3.66 million, during the current year as compared to a net loss of Rs.0.31 million in previous year

c) MASTER INFRASTRUCTURE AND REALESTATE DEVELOPERS LIMITED (MIREDL)

In the current year of operations FY 2017-18, MIREDL''s revenue during the year under review reduced to Rs.1.66 million from Rs.34.08 million in the previous year FY 2016-17. MIREDL''s net profit, during the current year, decreased to Rs.0.48 million from Rs.23.79 million.

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

HASSBL''s revenue during the year under review increased to Rs.76.55 million from Rs. 15.58 million in the previous year FY 2016-17. HASSBL company''s net profit, during the current year also increased to Rs. 0.71 million from Rs.0.11 million.

e). MASTER INSURANCE BROKERS LTD (MIBL)

In the current year of operations FY 2017-18, MIBL posted significant increase in revenues. Your company''s revenue during the year under review increased to Rs.17.09 million from Rs.12.81 million in the previous year FY 2016-17 registering an increase of 33.41 %. MIBL''s net profit during the current year increased to Rs.1.63 million from Rs.0.93 million.

f) MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2017-18, MPSL posted significant increase in revenues. MPSL''s revenue during the year under review increased to Rs.72.68 million from Rs.16.25 million in the previous year FY 2016-17 registering an increase of 347.20%. MPSL''s net profit, during the current year, increased to Rs.5.66 million from Rs.0.36 million registering an increase by 1476.09%.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries in Form AOC1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies 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 is also available on the website of your Company at http://mastertrust.co.in/invester.aspx.

21. Remuneration to Directors/Employees and related analysis

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.

The details pertaining to the ratio of the remuneration of each director to the median employee''s remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed herewith and form part of the Directors'' Report.

The statement on the top ten employees in terms of remuneration drawn shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholders:

22. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the is not applicable because there are no manufacturing activities in the Company and/or its subsidiaries.

23. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 forms part of the Board''s report and can be accessed at http://mastertrust.co.in/invester.aspx.

24. 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. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

The Board met(5) times during the FY2017-18 viz. on30.05.2017,03.08.2017,14.08.2017,14.11.2017and 14.02.2018.

The separate meeting of the Independent Directors of the Company was also held on 03.08.2017 other than the Board Meetings mentioned.

25. Particulars of loans, guarantees or investments under section 186

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.

26. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC-2 is not applicable to the Company.

Your Directors, however, draw attention of the members to Note 24 to the financial statement which sets out related party disclosures.

27. 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, a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns has been established. A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at http://mastertrust.co.in/invester.aspx.

28. Corporate Social Responsibility (CSR)

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

29. 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 Company''s 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 http://mastertrust.co.in/ invester.aspx.

30. Policy on dealing with related party transactions and the policy for determining ''material'' subsidiaries

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company''s website at http://mastertrust.co.in/invester.aspx.

31. 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 employees and other connected persons ("Code of Conduct") as approved by the Board on 14.05.2015 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 Directors, Designated employees and Specified Persons from trading in the securities of the Company at the time when there is unpublished price sensitive information.

32. Nomination and Remuneration Policy

The Company''s 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 the Directors'' Report.

33. Risk Management

The Board of Directors of your Company has constituted a 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 employee''s job.

The Board''s 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 Board''s deliberations on making risk management systems more robust. On the other hand, Audit Committee''s 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. Company''s 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.

34. Board Evaluation

The Board of Directors of your Company recognises and accepts that Boards are 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 evalute 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 alongwith 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.

35. 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.

No complaints were pending at the beginning of the year and no such complaints were filed during the year.

36. Acknowledgment

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company''s Bankers, Clients, Advisors and Business Associates for their continued and valuable co- operation and support to the Company from time to time.

Your Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company. Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your Company and its subsidiary.

For and on behalf of the Board of Directors

Sd/- Sd/-

(R.K. Singhania) (Harjeet Singh Arora)

Managing Director Managing Director

DIN - 00077540 DIN :00063176

Place : Ludhiana

Date : 14.08.2018


Mar 31, 2016

To

The Members,

The Directors of Master Trust Limited (MTL) have great pleasure in presenting the Annual Report of the company with audited statements of accounts for the financial period ended 31st March, 2016 along with report of the Statutory Auditors thereon.

1. Financial summary

The summary of financial results of the Company for the period ended 31st March, 2016 is as under:

Financial Results (Rs, in millions)

For the Year Ended

Particulars

March 31st 2016

March 31st 2015

March 31st 2016

March 31st 2015

Consolidated

Standalone

Gross Income

1036.21

1146.09

105.57

167.21

Profit Before Depreciation, Interest & Tax

210.49

326.52

40.49

149.25

Less: Depreciation Interest

18.18

139.35

44.61

184.73

0.95

37.08

1.54

107.25

Profit Before Tax

52.96

97.18

2.46

40.46

Provision for Tax

17.08

2.79

1.98

3.81

Profit after tax but before minority interest and share in associate Companies

35.88

94.39

0.48

36.65

Less: Share of Minority Interest

0.33

0.60

-

-

Net Profit

35.55

93.79

0.48

36.65

Add: Profit brought forward from earlier years

1002.75

915.61

103.73

73.72

Profit available for appropriation

1038.30

1009.40

104.21

110.37

Less: Appropriations

- Proposed Dividend

- Tax on Dividend

-

-

-

-

- Transfer to Statutory Reserve

(0.32)

6.65

(0.32)

6.64

- Transfer to General Reserve

-

-

-

-

Closing Balance

1038.62

1002.75

104.53

103.73

2. Performance Highlights

On a consolidated basis, the Company’s gross income decreased by 9.59 % to Rs,1036.21 million as compared to Rs,1146.09 million in the previous year. The Net worth of the Company has increased by 2.12% to Rs,1708.60 million as compared to Rs,1673.05 million in the previous year. The Net Profit after tax decreased to Rs,35.55 million as compared to Rs,93.79 million in the previous year. The basic and diluted earnings per share for the current year decreased to Rs,3.27 per share as compared to Rs,8.62 per share in the previous year.

3. Dividend

Keeping in view the present economic situations, the board recommends retaining the earnings in the Company; hence, the Board has not recommended any dividend on the equity share capital of the Company.

4. Outlook

"India is today one of the most vibrant global economies, on the back of robust financial sector. Several measures have been outlined in the Union Budget 2016-17 that aim at reviving and accelerating investment which, inter alia, include fiscal consolidation with emphasis on expenditure reforms and continuation of fiscal reforms with rationalization of tax structure. The merger of Forward Markets Commission (FMC) with Securities and Exchange Board of India (SEBI) helped convergence of regulations in the commodities and equity derivatives markets, in line with this SEBI plans to gradually introduce more commodity products and allow more participants in the commodity derivatives market in India.

The domestic equity markets participation during FY2016 was mainly driven by the return of the retail investors as poor performance of traditional asset classes (such as gold and real estate) made most investors over-dependent on the equity markets. With activity levels fostered not just by improved domestic market outlook but also by easing of inching up along with a host of other tools that facilitated ease of use, the markets saw a retail investor coming back.

During FY2015, the total revenues of the brokers improved substantially mainly driven by surge in broking revenues and revenues from other lines of businesses which include interest income, depository income and wealth management fees, However ICRA estimates that the broking revenues for the industry has declined slightly by ~7-8% in FY2016 compared to FY2015 on the back of lower volumes and also pricing pressures across the segments. Further a rise in cost structures as many players had resumed hiring and expansion plans following a benign FY2015 is expected to keep the overall profitability matrices of brokerage houses under pressure for FY2016."

5. Reserves

During the period under review there was a net transfer of Rs, 0.32 million to Statutory Reserve.

6. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Regulation 34(2) of SEBI (LODR) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

7. Adequacy of Internal Control

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.

8. 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.

9. 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.

10. Directors/Key Management Personnel (KMPs)

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with Article 103 of the Articles of Association of the Company, Mr. Harjeet Singh Arora and Mr. R. K. Singhania, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Notice convening the Annual General Meeting includes the proposal for their re-appointment as the Director.

As on the date of this report, the Company''s Board consists of the following Independent Directors:-

1) Mr. Pavan Chhabra

2) Mr. Anil Kr.Malhotra

3) Mr. Anil Kr. Bhatia

4) Mr. Ashwani Kumar

5) Mr. Sudhir Kumar

During the period under review, there was no change in the Board of Directors or the KMPs of the Company. In terms of the provisions of Section 203 of Companies Act, 2013, Mr. Harjeet Singh Arora, Managing Director, Mr. Mohan Singh, Company Secretary and Mr. Sunil Kumar, CFO 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.

11. Fixed Deposits

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 2013 and 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.

12. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the i.e. March 31st, 2016 and the date of the directors’ report i.e. August 13th, 2016.

13. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

As per an Ex-Parte Ad- Interim Order by SEBI (WTM/RKA/ISD/162/2014) dated 19th December, 2014 in the matter of First Financial Services Limited, amongst others, Master Trust Limited was restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner, till further directions. The Order is being contested by the Company.

However, no significant or material orders have been passed by the regulators or courts or tribunals during the period under review which may impact the going concern status and company''s operations in future.

14. 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 as stipulated under Part C of Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

The requisite Certificate confirming compliance with the conditions of Corporate Governance as stipulated under PART E of the SEBI (LODR) Regulations, 2015 is attached to this Report.

15. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act 2013, the Directors 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. 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 2016-17 has already been paid to it.

17. Auditors Statutory Auditors

The Statutory Auditors, namely, M/s. Manjeet Singh & Co., Chartered Accountants, Firm Registration No. 011831N, Ludhiana, hold office until the conclusion of 32nd Annual General Meeting (AGM) subject to annual ratification by the members at the respective AGMs.

The Auditor has furnished a certificate to the effect that their ratification, if made, at the ensuing AGM, will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not beneficially holding any security or interest in the Company as defined under Companies Act, 2013. The Board on recommendation of the Audit Committee recommends the ratification of M/s. Manjeet Singh & Co. as Statutory Auditors for the Financial Year 2016-17 by the members at the AGM.

Members are requested to consider the ratification of their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2016-17.

Secretarial Auditors

M/s. Rajeev Bhambri & Associates, Ludhiana were appointed as the Secretarial Auditors for conducting the audit of the Secretarial Compliances of the Company. The Secretarial Audit for the year 2015-16 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India has been completed by M/s. Rajeev Bhambri & Associates, Ludhiana. The Secretarial Audit Report given by M/s. Rajeev Bhambri & Associates, Ludhiana is a part of this Annual Report.

18. Auditors’ Report

No qualification, reservation or adverse remark or disclaimer has been made by the Statutory Auditors or the Secretarial Auditors in their reports. The Auditors’ Report on the Accounts and the Secretarial Compliances of the Company for the period under review are self - explanatory and no comments are required.

19. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has the following six(6) subsidiary companies :

- 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.

20. 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 2015-16, MCSL’s revenue during the year under review decreased to Rs, 778.83 million from Rs, 867.79 million in the previous year FY 2014-15 registering a decrease of 1.25%. MCSL’s net profit, during the current year, decreased to Rs, 27.96 million from Rs, 46.26 million.

b. MASTER COMMODITY SERVICES LIMITED (MCOML)

In the current year of operations FY 2015-16, MCOML posted significant increase in revenues. MCOML’s revenue during the year under review increased to Rs, 134.94 million from Rs, 127.88 million in the previous year FY 2014-15 registering an increase of 5.53%. MCOML’s net profit, during the current year, decreased to Rs,6.70 million from Rs, 14.36 million.

c. MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREL)

In the current year of operations FY 2015-16, MIREL’s revenue during the year under review decreased to Rs,3.86 million from Rs, 4.57 million in the previous year FY 2014-15 mainly due to a sluggish demand in the real estate sector. MIREL’s net profit, during the current year, decreased to Rs,0.09 million from Rs, 0.92 million.

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

HASSBL’s revenue during the year under review decreased to Rs, 18.98 million from Rs, 42.27 million in the previous year FY 2014-15. HASSBL company’s net profit, during the current year also decreased to Rs, 0.68 million from Rs, 1.24 million.

e. MASTER INSURANCE BROKERS LTD (MIBL)

In the current year of operations FY 2015-16, MIBL posted significant increase in revenues. Your company’s revenue during the year under review increased to Rs, 8.78 million from Rs, 8.36 million in the previous year FY 2014-15 registering an increase of 4.90%. MIBL company’s net profit during the current year, decreased to Rs, 0.32 million from Rs, 0.68 million.

f. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2015-16, MPSL posted significant increase in revenues. MPSL’s revenue during the year under review increased to Rs, 8.81 million from Rs, 7.61 million in the previous year FY 2014-15 registering an increase of 15.76%. MPSL’s net profit, during the current year, increased to Rs, 0.22 million from Rs, 0.16 million registering an increase by 37.5%.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 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 is also available on the website of your Company at http://mastertrust.co.in/invester.aspx.

21. Remuneration to Directors/Employees and related analysis

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.

The details pertaining to the ratio of the remuneration of each director to the median employers remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed herewith and form part of the Directors'' Report.

22. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the is not applicable because there are no manufacturing activities in the Company and/or its subsidiaries.

23. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 annexed herewith forms part of the Board’s report.

24. 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. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

The Board met (7) times during the FY 2015-16 viz. on 30.05.2015, 14.08.2015, 04.11.2015, 14.11.2015, 20.01.2016, 13.02.2016 and 15.03.2016. The separate meeting of the Independent Directors of the Company was also held on 14.08.2015 other than the Board Meetings mentioned.

25. Particulars of loans, guarantees or investments under section 186

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.

26. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 is not applicable to the Company.

Your Directors, however, draw attention of the members to Note 24 to the financial statement which sets out related party disclosures.

27. 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, a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns has been established. A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at http://mastertrust.co.in/invester.aspx.

28. Corporate Social Responsibility (CSR)

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

29. 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 Company’s 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 http://mastertrust.co.in/invester.aspx.

30. Policy on dealing with related party transactions and the policy for determining ’material’ subsidiaries

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company’s website at http://mastertrust.co.in/invester.aspx.

31. 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 employees and other connected persons ("Code of Conduct") as approved by the Board on 14.05.2015 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 Directors, Designated employees and Specified Persons from trading in the securities of the Company at the time when there is unpublished price sensitive information.

32. Nomination and Remuneration Policy

The Company''s 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 the Directors'' Report.

33. Risk Management

The Board of Directors of your Company has constituted a 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 employee’s j ob.

The Board’s 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 Board’s deliberations on making risk management systems more robust. On the other hand, Audit Committee’s 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. Company’s 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.

34. Board Evaluation

The Board of Directors of your Company recognizes and accepts that Boards are 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.

35. 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.

No complaints were pending at the beginning of the year and no such complaints were filed during the year.

36 Acknowledgment

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company’s Bankers, Clients, Advisors and Business Associates for their continued and valuable cooperation and support to the Company from time to time.

Your Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company. Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your Company and its subsidiary companies.

For and on behalf of the Board of Directors

Sd/-

(R.K. Singhania) (Harjeet Singh Arora)

Director Managing Director

DIN - 00077540 DIN : 00063 1 76

Place : Ludhiana

Date : 13.08.2016


Mar 31, 2015

The Members,

The Directors of Master Trust Limited (MTL) have great pleasure in presenting the Annual Report of the company with audited statements of accounts for the financial period ended 31st March, 2015 along with report of the Statutory Auditors thereon.

1. Financial summary

The summary of financial results of the Company for the period ended 31st March, 2015 is as under:

Financial Results (Rs. in million) For the Year Ended Particulars March 31st March 31st March 31st March 31st 2015 2014 2015 2014 Consolidated Standalone

Gross Income 1146.09 908.45 167.21 153.74

Profit Before Depreciation, Interest & Tax 326.52 247.73 149.25 129.32

Less: Depreciation 44.61 11.68 1.54 0.71

Interest 184.73 136.90 107.25 102.51

Profit Before Tax 97.18 99.15 40.46 26.10

Provision for Tax 2.79 14.41 3.81 4.26

Profit after tax but before minority 94.39 84.74 36.65 21.84 interest and share in associate Companies

Less: Share of Minority Interest 0.60 0.70 - -

Net Profit 93.79 84.04 36.65 21.84

Add: Profit brought forward from earlier 915.61 853.42 73.72 71.13 years

Profit available for appropriation 1009.40 937.46 110.37 92.97

Less: Appropriations

- Proposed Dividend - 10.88 - 10.88

- Tax on Dividend - 1.85 - 0.85

- Transfer to Statutory Reserve 6.65 7.52 6.65 7.52

- Transfer to General Reserve - 1.60

Closing Balance 1002.75 915.61 103.72 73.72

2. Performance Highlights

On a consolidated basis, the Company's gross income increased by 26.16 % to Rs.1146.09 million as compared to Rs. 908.45 million in the previous year. The Net worth of the Company has increased by 5.94 % to Rs. 1673.05 million as compared to Rs. 1579.25 million in the previous year. The Net Profit after tax increased by 11.60 % to Rs. 93.79 million as compared to Rs. 84.04 million in the previous year. The basic and diluted earning per share for the current year increased by 11.51% to Rs. 8.62 per share as compared to Rs. 7.73 per share in the previous year.

3. Dividend

Keeping in view the present economic situations, the board recommends retaining the earnings in the Company; hence, the Board has not recommended any dividend on the equity share capital of the Company.

4. Outlook

India is today one of the most vibrant global economies, on the back of robust financial sector. Several measures have been outlined in the Union Budget 2014-15 that aim at reviving and accelerating investment which, inter alia, include fiscal consolidation with emphasis on expenditure reforms and continuation of fiscal reforms with rationalization of tax structure; fillip to industry and infrastructure, fiscal incentives and concrete measures for transport, power, and other urban and rural infrastructure; measures for promotion of foreign direct investment (FDI) in selected sectors and, steps to augment low cost long-term foreign borrowings by Indian companies. All this will bring a slew of opportunities across sectors and in such a scenario; equities can provide investors good returns. Global liquidity inflows will continue to remain strong as investors prefer growth. With China and most commodity- driven economies slowing, India will be a preferred choice for global investors and this will attract a lot of FDI (foreign direct investment) and FII money over the coming years. Consequently, the equity broking business is likely to show considerable growth over the next few years.

5. Reserves

During the period under review there was a net transfer of Rs. 6.65 million to Statutory Reserve.

6. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement forming part of the Annual Report.

7. Adequacy of Internal Control

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.

8. 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.

9. 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.

10. Directors/Key Management Personnel (KMPs)

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with Article 103 of the Articles of Association of the Company, Mrs. Harneesh Kaur Arora and Mr. G. S. Chawla, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Notice convening the Annual General Meeting includes the proposal for their re-appointment as the Director.

As on the date of this report, the Company's Board consists of the following Independent Directors:-

1) Mr. Pavan Chhabra

2) Mr. Anil Kr.Malhotra

3) Mr. Anil Kr. Bhatia

4) Mr. Ashwani Kumar

5) Mr. Sudhir Kumar

During the period under review, there was no change in the Board of Directors of the Company. The Board, however, appointed Mr. Mohan Singh as the Company Secretary of the Company w.e.f 14.11.2014 in place of Mr. Rajiv Kumar Aggarwal who resigned from the services of the Company. The Board appointed Mr. Sunil Kumar as the Chief Financial Officer(CFO) of the Company w.e.f 22.09.2014. In terms of the provisions of Section 203 of Companies Act, 2013, Mr. Harjeet Singh Arora, Managing Director, Mr. Mohan Singh, Company Secretary and Mr. Sunil Kumar, CFO 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 Act and Clause 49 of the Listing Agreement with the Stock Exchange.

11. Fixed Deposits

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 2013 and 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.

12. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are 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. 31st March , 2015 and the date of the directors' report i.e. 14th August , 2015.

13. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

As per an Ex-Parte Ad- Interim Order by SEBI (WTM/RKA/ISD/162/2014) in the matter of First Financial Services Limited, amongst others, Master Trust Limited has been restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner, till further directions.

The Order is being contested by the Company and is sub-judice. In view of the management and as per the legal advice, no liability is likely to arise. Even, the amount of liability, if any, is indeterminate. Though the Order has affected one of Company's activity i.e. Trading/investment in securities, it however does not affect the going concern, the Company being an NBFC and having its core business of financing.

14. 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 as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

15. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act 2013, the Directors 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. 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 2015-16 has already been paid to it.

17. Auditors Statutory Auditors

The Statutory Auditor, namely, M/s. Manjeet Singh & Co., Chartered Accountants, Firm Registration No. 011831N, Ludhiana, hold office until the conclusion of 32nd Annual General Meeting (AGM) subject to annual ratification by the members at the respective AGM.

The Auditor has furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not beneficially holding any security or interest in the Company as defined under Companies Act, 2013. The Board on recommendation of the Audit Committee recommends the ratification of M/s. Manjeet Singh & Co. as Statutory Auditors for the Financial Year 2015-16 by the members at the AGM.

Members are requested to consider the ratification of their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2015-16.

Secretarial Auditors

M/s. Rajeev Bhambri & Associates, Ludhiana were appointed as the Secretarial Auditor for conducting the audit of the Secretarial Compliances of the Company. The Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 has been completed by M/s. Rajeev Bhambri & Associates, Ludhiana. The Secretarial Audit Report given by M/s. Rajeev Bhambri & Associates, Ludhiana is a part of this Annual Report.

18. Auditors' Report

No qualification, reservation or adverse remark or disclaimer has been made by the Statutory Auditors or the Secretarial Auditors in their reports. The Auditors' Report on the Accounts and the Secretarial Compliances of the Company for the period under review are self - explanatory and no comments are required.

19. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has the following six(6) subsidiary companies :

- 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.

20. 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 2014-15, MCSL posted significant increase in revenues. Master Capital Services Limited's revenue during the year under review increased to Rs. 867.79 million from Rs. 616.51 million in the previous year FY 2013-14 registering an increase of 40.75 %. Master Capital Services Limited's net profit, during the current year, increased to Rs.46.26 million from Rs.32.24 million registering a increase of43.47 %.

b. MASTER COMMODITY SERVICES LIMITED (MCOML)

In the current year of operations FY 2014-15, MCOML posted significant decrease in revenues. MCOML's revenue during the year under review decreased to Rs. 127.65 million from Rs. 202.47 million in the previous year FY 2013-14 registering a decrease of 36.95%. MCOML's net profit, during the current year, decreased to Rs. 14.36 million from Rs. 34.23 million registering a decrease of58.05 %.

c. MASTER INFRASTRUCTURE AND REAL ESTATE DEVELOPERS LIMITED (MIREL)

In the current year of operations FY 2014-15, MIREL posted a decrease in revenues. MIREL's revenue during the year under review decreased to Rs.4.57 million from Rs.11.85 million in the previous year FY 2013-14 registering a decrease of 61.43% mainly due to a sluggish demand in the real estate sector. MIREL's net profit, during the current year, decreased to Rs.0.55 million from Rs.0.68 million registering a decrease of 19.12%.

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

In the current year of operations FY 2014-15, HASSBL posted exponential growth in revenues. HASSBL's revenue during the year under review increased to Rs. 42.27 million from Rs. 8.52 million in the previous year FY 2013-14 registering an increase of 396.12%. HASSBL company's net profit, during the current year also increased to Rs. 1.24 million from Rs. 0.76 million registering an increase of 63.15%.

e. MASTER INSURANCE BROKERS LTD (MIBL)

In the current year of operations FY 2014-15, MIBL posted significant increase in revenues. Your company's revenue during the year under review increased to Rs. 8.36 million from Rs. 6.26 million in the previous year FY 2013-14 registering an increase of 33.54%. MIBL company's net profit during the current year, decreased to Rs. 0.68 million from Rs. 0.71 million registering a decrease of 4.47%.

f. MASTER PORTFOLIO SERVICES LIMITED (MPSL)

In the current year of operations FY 2014-15, MPSL posted significant increase in revenues. MPSL's revenue during the year under review increased to Rs. 7.61 million from Rs. 4.27 million in the previous year FY 2013-14 registering an increase of 78.22%. MPSL's net profit, during the current year, decreased to Rs. 0.16 million from Rs. 0.20 million registering a decrease by 20%.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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 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 is also available on the website of your Company at http://mastertrust.co.in/invester.aspx.

21. Remuneration to Directors/Employees and related analysis

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.

The details pertaining to the ratio of the remuneration of each director to the median employee's remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and form part of the Directors' Report.

22. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information with respect to Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable because there are no manufacturing activities in the Company and/or its subsidiaries.

23. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 annexed herewith forms part of the Board's report.

24. 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. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

The Board met (6) times during the FY 2014-15 viz. on 02.04.2014, 30.05.2014, 14.08.2014, 22.09.2014, 14.11.2014 and 14.02.2015.

25. Particulars of loans, guarantees or investments under section 186

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.

26. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

Your Directors, however, draw attention of the members to Note 25 to the financial statement which sets out related party disclosures.

27. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49(II) of the Listing Agreement, a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns has been established. A copy of the Vigil Mechanism/Whistle Blower as approved by the board may be accessed at http://mastertrust.co.in/invester.aspx.

28. Corporate Social Responsibility (CSR)

The provisions of Section 135 of Companies Act, 2013 are not applicable on the Company. However, the Company recognising its responsibility towards the society has contributed an amount of Rs.1.5 million to M/s. Sri Aurobindo Socio Economic & Management Research Institute, A registered charitable trust working in the field of education.

29. Familiarization programme for Independent Director

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's 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 http://mastertrust.co.in/invester.aspx.

30. Policy on dealing with related party transactions and the policy for determining 'material' subsidiaries

The Policy on dealing with related party transactions and the Policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company's website at http://mastertrust.co.in/invester.aspx.

31. 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 employees and other connected persons ("Code of Conduct") as approved by the Board on 14.05.2015 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 Directors, Designated employees and Specified Persons from trading in the securities of the Company at the time when there is unpublished price sensitive information.

32. Nomination and Remuneration Policy

The Company's 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 the Directors' Report.

33. Risk Management

The Board of Directors of your Company has constituted a 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 employee's job.

The Board's 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 Board's deliberations on making risk management systems more robust. On the other hand, Audit Committee's 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. Company's 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.

34. Board Evaluation

The Board of Directors of your Company recognises and accepts that Boards are 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 alongwith 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 first evaluation in terms of the plan has been completed during the period under review.

35. 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. The Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. No complaints were pending at the beginning of the year and no such complaints were filed during the year.

36 Acknowledgment

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company's Bankers, Clients, Advisors and Business Associates for their continued and valuable co-operation and support to the Company from time to time.

Your Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company. Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your Company and its subsidiary companies.

For and on behalf of the Board of Directors

(Harjeet Singh Arora) Managing Director DIN :00063176

Place : Ludhiana Date : 14.08.2015


Mar 31, 2014

The Members,

The Company''s Directors are pleased to present the 29th Annual Report along with Audited Accounts of your Company for the financial year ended March 31, 2014.

1. Financial Results

(Rs. in million)

For the Year Ended Particulars March 31 March 31 March 31 March 31 2014 2013 2014 2013 Consolidated Standalone

Gross Income 908.45 975.62 153.74 126.95

Profit Before Depreciation, Interest & Tax 253.83 293.70 129.36 113.34

Less: Depreciation 11.68 10.90 0.71 0.74

Interest 143.00 172.45 102.55 86.03

Profit Before Tax 99.15 110.35 26.10 26.57

Provision for tax 14.41 10.01 4.26 1.86

profit after tax but before minority interest and share in associate Companies 84.74 100.34 21.84 24.71

Less: Share of Minority Interest 0.70 0.09 - -

Net Profit 84.04 100.25 21.84 24.71

Add: Profit brought forward from earlier years 853.42 772.70 71.13 63.09

Profit available for appropriation 937.46 872.95 92.97 87.80

Less: Appropriations

- Proposed Dividend 10.88 10.88 10.88 10.88

- Tax on Dividend 1.85 1.85 0.85 0.85

- Transfer to Statutory Reserve 4.37 4.94 4.37 4.94

- Transfer to General Reserve 1.60 1.86 - -

- Other 3.15 - 3.15 -

Closing Balance 915.61 853.42 73.72 71.13



2. Operational review

Given the constraints caused by slowdown of economy and the challenging year, the Company performed reasonably well. On a consolidated basis, the Company''s gross income showed a decline of 6.87 % to reach ? 908.50 mn as compared to ? 975.62 mn in the previous year. The Net worth of the Company has increased by 4.74 % to Rs. 1579.20 mn as compared to Rs. 1507.66 mn in the previous year. The Profit before tax declined by 10.10 % toRs.99.20 mn as compared toRs. 110.35 mn in the previous year.

The Net Profit after tax declined by 15.51 % to Rs. 84.70 mn as compared to Rs. 100.25 mn in the previous year. The basic and diluted earning per share for the current year declined by 44.10 % to Rs. 7.72 per share as compared to Rs. 13.81 per share in the previous year.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1/- (10%) on Equity share of Rs. 10 each for the year ended 31st March, 2014.

4. Outlook

The outlook for Indian economy is positive with the narrowing of the fiscal deficit as well as the replenishment of foreign exchange reserves, adjustment of the INR exchange rate and more importantly setting in motion the disinflationary impulses, the risks of near term macro instability have decreased. The current account deficit contracted and investment project approvals are accelerating. IMF estimates a modest pick up in GDP growth to 5.4% in 2014-15, which will be helped majorly by a better global growth, improved export competitiveness, new and stable government and a confidence boost from the recent budget and policy actions. As an industry, the broking industry continues to steadily consolidate as some of the weaker players exit the business and the stronger players strengthen their position. A strong government at the center is expected to usher in a string of reforms which should augur well for the capital markets as well as the broking industry. The retail participation is expected to improve substantially overt the next few years as a stable government and subsequent policy action may go a long way in bringing back investor confidence and thus improving the investment climate.

5. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement forming part of the Annual Report.

6. Risks and Concerns

Your Company, being in the business of financing, has to manage various risks. These risks include credit risk, liquidity risk, interest rate risk and operational risk. The Risk Management Committee reviews and monitors these risks at periodic intervals.

The Company manages credit risk through stringent credit norms established through several years of experience in this line of business and continues to follow the time tested practice of personally assessing every borrower, before committing to a credit exposure. This process ensures that the expertise in lending operations acquired by the Company over decades is put to best use and acts to mitigate credit risks. Liquidity risk and interest rate risk arising out of maturity mismatch of assets and liabilities are managed through regular monitoring of the maturity profiles. The Company also measures the interest rate risk by the duration gap method. Operational risks arising from inadequate internal processes, people and systems or from external events are adequately addressed by the internal control systems and are continuously reviewed and monitored by a dedicated team of people. Process improvements and quality control are on-going activities and are built into the employee''s training modules, as well.

The Company is making all efforts to cope up with the challenges through continuous process improvements, rationalization of costs, training the workforce on the continued basis, improving efficiencies and creating a strong client oriented approach

7. Adequacy of Internal Control

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.

8. 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.

9. Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with Article 103 of the Articles of Association of the Company, Mr. Gurmeet Singh Chawla, Mrs. Harneesh Kaur Arora and Mr. Rajinder Kumar Singhania, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Notice convening the Annual General Meeting includes the proposal for their re-appointment as the Director.

As on the date of this report, the Company''s Board consists of the following Independent Directors:- 1) Mr. Pavan Chhabra

2) Mr. Anil Kr.Malhotra

3) Mr. Anil Kr. Bhatia

4) Mr. Ashwani Kumar

5) Mr. Sudhir Kumar

The period of office of the aforementioned directors was liable to determination by retirement of directors by rotation under erstwhile Companies Act, 1956. In terms of sections 149 (10) and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the aforesaid directors except Mr. Sudhir Kumar, being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors for a term of Five (5) consecutive years commencing from conclusion of the ensuing AGM.

Brief profile of the proposed appointees together with other disclosures are part of the Annexure to the Notice of the 29th Annual General Meeting.

Mr. Sanjay Sood, Executive Director has resigned from the post of Executive Director from the Company w.e.f. 01.04.2014 which has been accepted by the Board of Directors.

10. Fixed Deposits

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 2013 and 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.

11. 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 as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

12. Directors'' Responsibility Statement

In pursuance to the provisions of Section 217 (2AA) of the Companies Act, 1956, we, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and there are no material departures from the same.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

13. 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 2014-15 has already been paid to it.

14. Audit Committee

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committee has been re-constituted 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. Mr.Ashwani Kumar has been re-confirmed to be the Chairman of the Audit Committee.

15. Auditor

The retiring Statutory Auditor, namely, M/s. Manjeet Singh & Co., Chartered Accountants, Firm Registration No. 011831N, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seek their re-appointment. The Auditor have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not beneficially holding any security or interest in the Company as defined under Companies Act, 2013. The Board on recommendation of the Audit Committee recommends the re-appointment of M/s. Manjeet Singh & Co. as Statutory Auditors for the next three (3) Financial Years i.e. 2014-15, 2015-16 & 2016-17 subject to annual ratification by the members at the AGM.

Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2014-15.

16.Auditor''s Report

The Auditors'' Report on the Accounts of the Company for the period under review is self – explanatory and no comments are required.

17. Subsidiaries Companies

During the Financial year 2013-14, your Company has invested its funds (Rs. 100 Lacs) to purchase 12,500 Equity shares of H.A. Shares & Stock Brokers Ltd. making it as a Subsidiary Company. The promoters of H.A. Shares & Stock Brokers Ltd. is related to Managing Director of your Company.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 & General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011 issued by Ministry of Corporate Affairs, Government of India had granted general exemption from not attaching the Annual Reports of the Subsidiary Companies, subject to fulfilment of certain conditions by the Holding Company. Accordingly, after complying with the said Circular, the Company has presented in its Annual Report, the Consolidated Financial Statements of the Company and all its Subsidiaries duly audited by its Statutory Auditors. The names of the Subsidiaries are as follows:- § 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 Consolidated Financial Statements have been prepared in strict compliance with the applicable Accounting Standards and, where applicable, the Listing Agreement as prescribed by SEBI. Further, as directed by the MCA General Circulars, the financial data of the subsidiaries has been furnished under "Summary of Financial Information of Subsidiary Company (ies)" and form part of this Annual Report. The annual accounts of the subsidiary (ies) and related detailed information will be kept at the Head Office/Registered Office of the Company and that of the subsidiary company (ies) and will be available to the investors of the Company and its subsidiary company (ies) to seek any such information at any point of time.

18. Particulars of Employees.

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 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

19. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable because there are no any manufacturing activities in the Holding Company and/or its subsidiaries.

20. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

21. Acknowledgment

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company''s Bankers, Clients, Advisors and Business Associates for their continued and valuable co- operation and support to the Company from time to time.

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

Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your company and its subsidiary companies.

For and on behalf of the Board of Directors

Sd/- Sd/- (Harjeet Singh Arora) (R.K.Singhania) Managing Director Director DIN - 00063176 DIN - 00077540

Place : Ludhiana Date : 30.05.2014


Mar 31, 2012

The Company's Directors are pleased to present the 27th Annual Report along with Audited Accounts of your Company for the financial year ended March 31, 2012.

Particulars Far the Year ended

March 31 March 31 March 31 March 31 2012 2011 2012 2011

Consolidated Standalone

Gross Income 959.60 869.04 106.99 58.56

Profit Before Depreciation, Interest & Tax 290.41 254.97 92.20 37.29

Less: Depreciation 13.91 16.85 0.69 0.52

Interest 142.95 81.91 67.72 17.64

Profit Before Tax 133.55 156.21 23.79 19.13

Provision for tax 16.93 30.67 (0.01) 2.52

Profit after tax but before minority

interest and share in associate Companies 116.62 125.55 23.80 16.61

Less: Share of Minority Interest 0.06 0.02 - -

Net Profit 116.56 125.53 23.80 16.61

Add: Profit brought forward from earlier years 629.49 517.18 55.26 48.13

Add: Profit on Amalgamation 51.02 - - -

Profit available for appropriation 797.07 642.71 79.06 64.74

Less: Appropriations

- Proposed Dividend 10.88 6.10 10.88 6.10

- Tax on Dividend 1.76 0.99 0.33 - - Transfer to Statutory Reserve 4.76 3.38 4.76 3.38

- Transfer to General Reserve 2.93 2.74 - -

- Other 4.03 - - -

Closing Balance 772.71 629.49 63.09 55.26

Despite the constraints caused by slowdown of economy and the challenging year, the Company performed reasonably well. On a consolidated basis, the Company's gross income posted a reasonable growth of 10.42 % to reach Rs. 959.60 mn as compared to Rs. 869.04 mn in the previous year. However, the Profit before tax declined by 14.50 % to Rs.133.55 mn as compared to Rs. 156.21 mn in the previous year and the net Profit after tax declined by 6.94 % to Rs. 116.62 mn as compared to Rs. 125.55 mn in the previous year. The Net worth of the Company has increased by 35.75 % to Rs. 1420.13 mn as compared to Rs.1046.10 mn in the previous year due to infusion by the promoters and others.

Your Directors are pleased to recommend a dividend 10% on Equity share of Rs. 10 each for the year ended 31st March, 2012.

As an ongoing effort, your Company endeavors to innovate and keep on taking new initiatives which would add to the competitive advantage.

The "Master Connect" programme and the "Master Rewards" programme started last year has been a resounding success and the Company extended the same in the current year as well. The "Master Rewards" programme has been specifically extended to the currency derivatives segment to promote this segment. The "Master Connect" programme has been modified to be having two pronged approach. Now it offers "Opt in" training programmes to existing sub brokers/clients who feel the need for training and also a compulsory programme for all new sub brokers which takes them through the core functional aspects of the business making them reasonably accustomed to our business processes and work flows even before they start the business thereby making them productive from day one.

On the product side, the company has started offering algorithmic trading solutions to its trading clients. The initial response has been encouraging and some cutting edge work is being done to create a new product line with the broking business. This has potential to open a new segment within the same broking business, allowing further de- risking of the business.

On the diversification side, the Company started it's flagship PMS product named Master Quant 10 in September, 2011 and is expected to scale up this business as the market sentiments improve. The PMS business provides a fee based revenue which is less volatile than the broking revenue. Further, being in-house product, the margins are also on the higher side when compared to distribution of mutual funds and third party PMS.

On the expansion side, the Company opened new offices in Patna, Mumbai and Indore. Patna office would provide us a beach head to grow the business in one of the fastest growing states of India- Bihar. With the new Mumbai office, one of the main markets for financial services would further be served and the market share is likely to improve. Indore office is positioned to capitalize on the growth of the Madhya Pradesh region. Further, the Company added more sales staff in the fiscal year 2011-2012 to be more aggressive in client and sub broker acquisition.

The financial markets have stabilized as the recent firming up of growth fundamentals in the US coupled with policy measures in the euro area have helped abate fears of a double dip recession. Nevertheless, signs of a mild recession in the euro area, slowdown in emerging and developing economies (EDEs) including China, and surging crude oil prices bring to the fore risks to recovery in global growth and inflation. Also a pertinent risk in this context is the integration of commodity markets with financial markets. This could cause a spillover of volatility from financial markets onto the commodity space, especially as currency (exchange rate) uncertainty and volatility is expected to prevail through 2012-13.

On the domestic front, moderate rebound in growth is expected as the Government of India has placed its domestic growth projection for 2012-13 at 7.6 per cent ( /- 0.25 per cent) against the backdrop of the CSO's growth figures for 2011-12 at 6.5 per cent. With Mr. Manmohan Singh likely to take the dual role of the Prime Minister and the Finance Minister, the policy paralysis is expected to abate resulting in clearence of major investment projects. Services sector growth is likely to be conditioned by the revival in global demand and pickup in industrial growth. Overall, services growth may stay largely resilient, though some spillover may occur from the slow pace of industrial growth.

Despite the global recession fears and the issues surrounding the Indian Economy, as per the recent study of Morgan Stanley who have considered price to book value (P/BV) of the Sensex which serves a good valuation multiple and tried to correlate it to its returns, the Equity market valuations seem to be attractively valued at present. As per the results, each time the P/BV of the Sensex dips below 3, the markets have delivered healthy returns in the next 12 months. The ratio currently stands at 2.98 on account of which expectation is that major domestic Indices i.e Sensex could deliver over 30% or even better if P/BV were to fall further. Therefore, from investment point of view, the scenario is very bright but from the business point of view the trading volumes are likely to stay subdued. However, as discussed in last year's report, we are bullish on the long term prospects of the broking industry and retail financial services; hence we continue to expand our pan India presence. The size and scale we achieve in the years to come would be a significant competitive advantage as the cost of running a broking operation and capital requirements increases and clients' become more sophisticated. We continue to subscribe to the view that the consolidation in the broking industry is long due now given the rising operation costs, increasing capital requirements and margin pressures and the backdrop that most of the large broking houses with strong balance sheet, sizeable market share continue to expand their market share in both - institutional as well as retail segment.

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement forming part of the Annual Report.

During the year under review, your Company has converted 41,35,000 Convertible Warrants into Equity Shares of Rs. 10/- each on 14th February 2012. These Convertible Warrants were converted into Equity Shares at a conversion price of Rs. 68/- for each Warrant i.e. face value Rs. 10/- and premium Rs. 58/- per Equity Share.

The Board of Directors of the Company forfeited 98,800 Equity shares of Rs. 10/- each on 13.08.2011 due to nonpayment of call money after complying with all the formalities.

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 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.

In accordance with Article 103 of the Articles of Association of the Company read with the provisions of the Companies Act, 1956, Mr. R.K. Singhania, Mrs. Harneesh Kaur Arora and Mr. G.S. Chawla, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 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.

The report on the compliance with the provisions of Section 49 of the Listing Agreement executed with concerned Stock Exchange is given separately in the Annual Report. A certificate from Statutory Auditor's confirming compliance with the conditions of the Clause 49 of the Listing Agreement is annexed hereto and form part of the Directors' Report. The CEO Certificate duly signed forming part of the Corporate Governance Report, has been submitted to the Board. All Board Members and Senior Management Personnel have affirmed compliance to the Code of Conduct for Financial Year 2011-12.

In pursuance to the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and there are no material departures from the same.

- Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

The Shares of your Company are presently listed on The Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing Fees for the year 2012-2013 have already been paid to it.

The retiring Auditors, namely, M/s Manjeet Singh & Co., Chartered Accountants, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seek their re-appointment. The Statutory Auditors have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under sub-section (IB) of Section 224 of the Companies Act,1956 and that they are not beneficially holding any security or interest in the Company as defined under Section 226(3) of the said Act. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2012-13. Your Directors recommend their re-appointment.

The Auditors' Report on the Accounts of the Company for the period under review is self - explanatory and no comments are required.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February

8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. However, the Financial Statement of the Subsidiaries namely;

Master Capital Services Limited

Master Insurance Brokers Limited

Master Commodity Services Limited

Master Infrastructure And Real Estate Developers Limited

Master Portfolio Services Limited

duly audited by the Statutory Auditors (prepared in accordance with the Accounting Standards and Listing Agreement prescribed by SEBI) form part of this Annual Report and are reflected in the Consolidated Accounts of the Company. Further, as directed by the Ministry of Corporate Affairs, the financial data of the subsidiary (ies) has been furnished under "Summary of Financial Information of Subsidiary Company (ies)" and form part of this Annual Report. The annual accounts of the subsidiary (ies) and related detailed information will be kept at the Head Office/Registered Office of the Company and that of the subsidiary company(ies) and will be available to the investors of the Company and its subsidiary company(ies) to seek any such information at any point of time.

It is further informed that Master Portfolio Services Limited and Master Commodity Services Limited are 100% wholly owned Subsidiaries of Master Capital Services Limited and by that reason Master Portfolio Services Limited and Master Commodity Services Limited are also subsidiaries of Master Trust Limited.

Further, MTL Share and Stock Brokers Limited, Associate Company has been merged with Master Capital Services Limited, a subsidiary of Master Trust Limited pursuant to Hon'ble Bombay High Court order dated April 15, 2011 and in accordance with the Section 391 & 394 of the Companies Act, 1956 w.e.f. June 21, 2011.

During the period under review, no employee received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 217(2A) of the Companies Act, 1956.

Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 is not applicable because there are no any manufacturing activities in the Company and/or its subsidiaries.

Your Directors are pleased to place on record their appreciation and express their gratitude to the Company's Bankers, Customers, Advisors and Business Associates for their continued and valuable co-operation and support to the Company from time to time.

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

Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your company and its subsidiary companies.

For and on behalf of the Board of Directors

Place : Ludhiana

Date : 21.07.2012 (Harjeet Singh Arora) (R.K.Singhania)

Managing Director Director


Mar 31, 2010

The Companys Directors are pleased to present the 25th Annual Report marking the silver jubilee of the Company along with Audited Accounts for the financial year ended March 31, 2010.

1. Financial Results (Rs. in million)

Particulars For the Year Ended

March 31 March 31 March 31 March 31 2010 2009 2010 2009 Consolidated Standalone

Gross Income 691.84 553.45 46.60 53.76

Profit Before Depreciation, Interest & Tax 223.09 204.79 29.98 40.73

Less: Depreciation 14.38 12.16 0.53 0.40

Interest 65.33 85.72 18.68 23.87 Profit Before Tax 143.38 106.91 10.77 16.46

Provision for tax 10.67 18.16 0.50 2.88

Provision for fringe benefit tax 0.00 0.89 0.00 0.08

Profit after tax but before minority interest and share in associate Companies 132.71 87.86 10.27 13.50

Less: Share of Minority Interest 0.00 0.01 - -

Net Profit 132.71 87.85 10.27 13.50 Add: Profit brought forward from earlier years 393.84 311.22 44.67 35.00

Less: Adjustments as per AS 15 and others (0.35) (0.27) (0.17) -

Profit available for appropriation 526.90 399.34 55.11 48.50

Less: Appropriations

- Proposed Dividend 6.14 0.00 6.14 0.00

- others 3.85 5.50 1.09 3.83

Balance carried to balance sheet 516.91 393.84 47.88 44.67

526.90 399.34 55.11 48.50

2. Operational review

The Company has emerged as a strong player in the financial services space and continues to scale new heights on a sustained basis year on year. On a consolidated basis, the companys gross income posted a strong growth of 25% to reach Rs. 692 mn as compared to Rs. 553 mn in the previous year. The Net Profit after tax rose by 51% to Rs.133 mn as compared to Rs.88 mn in the previous year. The Networth of the company has increased by 19% to Rs.814 mn as compared to Rs.685 mn in the previous year. The book value of the companys equity shares of Rs. 10 each is Rs. 131 as on 31st March 2010 as compared to Rs.110 as on 31st March 2009. The earning per share for the current year rose by 50% to Rs. 21 as compared to Rs. 14 in the previous year.

3. Dividend

Your Directors are pleased to recommend a dividend @10% on Equity share of Rs. 10 each for the year ended 31st March, 2010.

4. Key initiatives

For the year, the key initiatives were not merely focused on business expansion or technology but were also focused on improving customer satisfaction. This involved a Customer Relationship Management (CRM) initiative with a dedicated help desk and email id to resolve any kind of customer queries under very strict service level agreements and quality control. The initiative has differentiated ourselves from our competitors by imbibing a CRM philosophy into the core DNA of the company. We are getting very good responses from customers and we truly believe that this initiative will help us in retaining customers despite ongoing competitive pressures on the broking yield front.

On the product side, the company has started offering trading on currency derivatives segment of both National Stock Exchange (NSE) and MCX Stock Exchange (MCX-SX) with volume share already close to 1% of the total exchange(s) volume in the relevant segment in less than a year of operations. This has added another product to our offerings and opened a new market, allowing further de-risking of the business. During the year, the company also applied for a membership of National Spot Exchange Ltd. for offering trading in the spot commodities market. The membership has now been granted by the said exchange in the current year and we are in process of launching the same across our branch network.

On the technology front, the company has successfully implemented a new state-of-the-art-trading platform which is high on features and yet simple to use catering to both traders and retail investors simultaneously. The new trading platform allows us to offer innovative trading products with solid risk management. One of the achievements was to offer live news integrated to the trading platform -a first in India.

On the diversification side, the Company has set-up an arbitrage desk on pilot basis to add another revenue stream. The current results are encouraging and with the co-location of the arbitrage servers at NSE premises, we believe that this desk would also show very impressive results in the next financial year.

On the processes improvement front, we centralized our entire account opening process on a web enabled platform allowing the clients, branches and employees to receive notifications regarding the status of the accounts on near real time basis. The additional benefits are standardized processes, faster implementation of regulatory changes, smaller turnaround times and improved MIS.

All in all, there were several initiatives taken by the Company across the board laying foundations for the next stage of growth.

5. Outlook

With the Lehman Brother collapse behind, the Indian domestic story is headed for a steady economic growth supporting capital market intermediaries such as ourselves. Indian capital markets have witnessed steady growth in volumes over the past 5 years following increased participation from institutional (both foreign and domestic) as well as retail investors. The strong GDP growth at 7%+ has attracted investors to the capital markets. Liberalization has opened up Indian economy and conducive regulatory environment has attracted foreign participation. FII registration over the past 10 years has increased significantly from 517 in 2003 to 1713 in April 2010. Moreover, individual investor participation in capital markets has also increased. Indias household financial savings in share & debentures, mutual funds and insurance has also seen an uptick. In the wake of global financial market turmoil, Indian stock markets remained subdued during FY09, clocking de-growth in overall volumes of 15% yoy. Revival in economic activity and improving Indian corporate performance has abetted capital market rally during FY10. The overall stock market volumes grew by more than 55% in FY10. Considering a strong economic growth (nominal) of 14.5% in FY11 and 15% in FY12 , a healthy growth in household savings shall continue and which would be the key driver for capital market volumes. We expect the overall stock market volumes to grow at a CAGR of 15% during FY10-12. Retail investors contribute close to 50% of the total capital market volumes and also provide cross selling opportunities. We are looking at expanding our pan India presence by increasing the network of branches and franchisees. Franchisee structure has been a relatively low fixed cost structure and is more preferred. However, owned branches generate higher volumes and are relatively more profitable. We are of the view that stock broking companies with vast branch network are relatively immune to rising competition and will continue to hold sizeable market share. Although overall stock market volumes have improved significantly during the last decade, market share of top 10 brokers has slipped to 27% from 63% in FY02. We opine that consolidation in the stock broking industry is likely given the backdrop that most of the large broking houses with strong balance sheet, sizeable market share are now looking at expanding their market share in both - institutional as well as retail segment. Capital market intermediaries who have significant presence in the institutional segment are looking at expanding in the retail segment and vice versa.

6. Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement forming part of the Annual Report.

7. Financial Resources

In order to part finance its proposed business plans and other corporate needs and to strengthen the financial position of the Company and to meet out the objectives, the Shareholders in an Extra - Ordinary General Meeting held on 5th April 2010 by passing a special resolution, has considered and approved issue of 4775000 Convertible Warrants, exercisable in trenches and having currency period of 18 months and each warrant providing the holder with the option to subscribe to one fully paid-up equity share of the Company for every warrant at a price of R 68/- per warrant (including a premium of Rs. 58/- per warrant) on preferential allotment basis in accordance with the provisions of Section 81(1A) of the Companies Act, 1956 and SEBI (Issue of Capital and Disclosure Requirements), Regulation 2009.

During the year, the Board of Directors of the Company forfeited 36,00,000 Convertible Warrants issued on 30.06.2008 at the rate of Rs. 134/- per warrant exercisable in trenches due to non exercise of option of conversion into equity shares and non payment of price payable for acquiring the shares. The entire amount paid on application has been credited to the Capital Reserve as per the applicable Accounting Standards.

8. Adequacy of Internal Control

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-authorised use or disposition and that transactions are authorized & recorded by the concerned departments properly and reported to the Audit Committee/Board.

9. 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.

10. Directors

In accordance with Article 103 of the Articles of Association of the Company read with the provisions of the Companies Act, 1956. Mr. Ashwani Kumar, Mr. R.K. Singhania and Mr. Sudhir Kumar, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

11. Fixed Deposits

The Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 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.

12. Corporate Governance

The report on the compliance as per the provisions of Section 49 of the Listing Agreement executed with concerned Stock Exchange(s) is given separately in the Annual Report. A certificate from Statutory Auditors confirming compliance with the conditions of the Clause 49 of the Listing Agreement is annexed hereto and forms part of the Directors’ Report. The CEO Certificate duly signed forming part of the Corporate Governance Report, has been submitted to the Board. All the Board Members and Senior Management Personnel have affirmed compliance to the Code of Conduct for Financial Year 2009-10.

13. Directors Responsibility Statement

In pursuance to the provisions of Section 217(2AA) of the Companies Act, 1956, we, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations and there are no material departures from the same;

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

14. 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 2010-2011 have already been paid to it.

15. Auditors

The retiring Auditors, namely, M/s Manjeet Singh & Co., Chartered Accountants, Ludhiana, hold office until the conclusion of forthcoming Annual General Meeting (AGM) and being eligible, seeking their re-appointment. The Statutory Auditors have furnished a certificate to the effect that their re-appointment, if made, at the ensuing AGM, will be within the limits prescribed under sub-section (IB) of Section 224 of the Companies Act,1956 and that they are not beneficially holding any security or interest in the Company as defined under Section 226(3) of the said Act. Members are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration for the year 2010-11. Your Directors recommend their re-appointment.

16. Auditors Report

The Auditors Report on the Accounts of the Company for the period under review is self - explanatory and no comments are required.

17. Subsidiaries (Particulars under Section 212 of the Companies Act, 1956)

As per Section 212 of the Companies Act, 1956; we are required to attach the Directors Report, Balance Sheet and Profit and Loss Account of the Subsidiary Companies. Your Company had applied to the Ministry of Corporate Affairs, Government of India, New Delhi for an exemption from such attachment.

The Ministry of Corporate Affairs, Government of India, New Delhi, vide its letter No. 47/137/2010-CL-III dated 15.03.210 has granted exemption to your Company under Section 212(8) of the Companies Act, 1956 with regard to attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiaries for the year ended March 31, 2010. However, the Consolidated Financial Statement of the Subsidiaries namely;

i. Master Capital Services Limited

ii. Master Insurance Brokers Limited

iii. Master Commodity Services Limited

iv. Master Infrastructure And Real estate Developers Limited

v. Master Portfolio Services Limited

duly audited by the Statutory Auditors (prepared in accordance with the Accounting Standards and Listing Agreement prescribed by SEBI) form part of this Annual Report and are reflected in the Consolidated Accounts of the Company. Further as directed by the Ministry of Corporate Affairs, the financial data of the subsidiary (ies) has been furnished under "Summary of Financial Information of Subsidiary Company (ies)” and form part of this Annual Report. The annual accounts of the subsidiary (ies) and related detailed information will be kept at the Head Office/Registered Office of the Company and that of the subsidiary company(ies) and will be available to the investors of the Company and its subsidiary company(ies) to seek any such information at any point of time.

It is further informed that Master portfolio Services Limited and Master Commodity Services Limited are 100% wholly owned Subsidiaries of Master Capital Services Limited and by that reason Master Portfolio Services Limited and Master Commodity Services Limited are also subsidiaries of Master Trust Limited.

It has already been informed in the previous annual report that Master Capital Services Limited, a subsidiary of Master Trust Limited has filed a petition under Section 391 of the Companies Act, 1956 during the year 2008-09 before the Honble High Court of Bombay at Bombay regarding the merger of MTL Share And Stock Brokers Limited with Master Capital Services Limited and the proceedings are going on as on date.

18. Particulars of Employees

A Statement of Particulars of Employees pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 is enclosed and forms part of this report.

19. Conservation of energy, technology, absorption, foreign exchange earnings and outgo

Information with respect to Conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 is not applicable because there are no any manufacturing activities in the Company and/or its subsidiaries.

20. Acknowledgment

Your Directors are pleased to place on record their appreciation and express their gratitude to the Companys Bankers, Customers, Advisors and Business Associates for their continued and valuable co-operation and support to the Company from time to time.

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

Your Directors would also like to place on record their appreciation for committed services rendered by the employees at all levels of your company and its subsidiary companies.





For and on behalf of the Board of Directors



(Harjeet Singh Arora) (R.K.Singhania) Managing Director Director

Place : Ludhiana Date : 28.08.2010

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