27 Apr 2017 | Livemint.com

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Master Trust Ltd.

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Master Trust Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In compliance with Clause 49 of the Listing Agreement executed with the Stock Exchange, the Company hereby lays out several corporate governance related requirements, which listed companies are required to adopt and follow.

While most of the practices laid out in Clause 49 require mandatory compliance, others are recommendatory in nature, this Report sets out to define the governance practice followed by the Company.

1. Company's Philosophy

In order to ensure sustainable returns to all stakeholders of the business, it is imperative, especially for large organizations, to adopt and follow certain policies, procedures and processes, which together constitute a "Code of Corporate Governance." It is important that such a Code is institutionalized, to ensure transparency, consistency and uniformity of decision making processes and actions. Master Trust Limited has always believed in such a "Sound" Code of Corporate Governance, as a tool for highest standards of management and business integrity.

2. Board of Directors

A. Composition:

The present strength of the Board consists of 9 Directors who are professionals and are drawn from diverse fields. The majority of the Directors of the Board are Non- Executive Directors. The day to day Management of the Company is conducted by the Managing Director of the company subject to the supervision and control of the Board of Directors.

? Five Non-Executive Independent Directors, drawn from amongst persons with experience in business, finance, technology and management.

? Three Non-Executive Directors with considerable experience in their field representing the Company.

B. The names of Directors and their attendance at each Board Meeting /Last Annual General Meeting and number of Directorship/Committee Chairmanship/Committee membership in other companies as on 31.03.2015 is given below :

3. Audit Committee

The terms of reference of the Audit Committee are, as contained in section 177(4) of the Companies Act, 2013, and also as contained in Corporate Governance Clause 49 (III) of the Listing Agreement.

To ensure the composition & independence of the Committee as per the Companies Act, 2013, the Audit Committee 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. Mr. Ashwani Kumar is the Chairman of the Audit Committee.

The Audit Committee meetings are held at the Registered Office of the Company and Statutory Auditor, Company Secretary and Head of Accounts Department are permanent invitees to the meetings. The terms of reference of the Audit Committee are specified on the pattern as contained in Section 177 of the Companies Act, 2013 and also in the clause 49 of the Listing Agreement. The Company Secretary of the Company acts as the secretary of the Committee.

During the year 2014-15, 5 (Five) Audit Committee were held viz. on 30.05.2014, 14.08.2014, 22.09.2014, 14.11.2014 & 14.02.2015

4. Nomination & Remuneration Committee

The terms of reference of the Nomination & Remuneration Committee are, as contained in section 178 of the Companies Act, 2013, and also as contained in Corporate Governance Clause 49 (IV) of the Listing Agreement.

In terms of the provisions of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee is constituted of three Non-Executive Directors viz. Mr. R. K. Singhania, Mr. Pavan Chhabra & Mr. Sudhir Kumar, who are free from any business or other relationships.

5. Director's Remuneration Managing Director

The Company paid remuneration to the Managing Director as recommended by the Remuneration Committee and as approved by the members of the Company. Detail of remuneration paid to the Managing Director during the Financial Year 2014-15 is given below :-

6. Stakeholders Relationship Committee

In terms of the provisions of Section 178 of the Companies Act, 2013, Mr. R. K. Singhania, Mrs. Harneesh Kaur Arora and Mr. G.S. Chawla, Directors of the Company are Members of the Committee duly constituted by the Board and Mr. R.K. Singhania is the Chairman of the Committee.

Mr. Mohan Singh, Company Secretary is the Compliance Officer of the Committee. The Committee meets as and when required, to deal with the investor related matters etc.

The terms of reference of the Stakeholders Relationship Committee are in accordance with the Listing Agreement of Stock Exchange as amended from time to time.

During the year, no stakeholders complaints were received. There were no outstanding investor complaints as on 31st March, 2015.

7. Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct. The Declaration signed by the Managing Director of the Company to this effect is enclosed and form part of this report. The Code has been posted on the Company's website www.mastertrust.co.in

8. Risk Management

The Company has established an effective risk assessment and minimization procedures, which are reviewed by the Board periodically. There is a structure in place to identify and mitigate various risks faced by the Company from time to time. New risks are identified and after their assessment their controls are designed, put in place with specific responsibility of the concerned person for its timely achievement.

10. Disclosures

During the year, there was no significant transaction with the Directors, management, their relatives etc. that have any potential conflict with the interest of the Company at large.

? Master Trust Limited, amongst others, 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 vide an Order passed by SEBI in the matter of First Financial Services Limited on 19.12.2014.

? Related Parties and transactions with them as required under Accounting Standard 18 (AS-18) are furnished under Note No. 25 of the Notes to the Accounts attached with the Financial Statements for the year ended 31st March, 2015. All related party transactions are negotiated on an arms' length basis and are intended to further the Company's interests.

? No treatment different from accounting standards prescribed by the Institute of Chartered Accountants of India, has been followed while preparing the financial statements. The Guidelines on Accounting Standards issued under the Companies (Accounting Standards) Rules, 2006 have been followed in preparation of the financial statements of the company.

? The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement and has not followed the non mandatory requirements.

11. Whistle Blower policy

The Company has a Vigil mechanism/Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct of the Company. All disclosures should be addressed to the Chairman of the Audit Committee of the Company. The Chairman of the Audit Committee discuss the disclosure with Members of the Audit Committee and if deemed fit, forward the disclosure to an Investigator for investigation. During the year under review, no employee was denied access to the Audit Committee. A copy of the Vigil mechanism/Whistle blower policy as approved by the board may be accessed at <http://mastertrust.co.in/invester.aspx>.

12. Means of Communication

The Company communicates with the shareholders at large through its Annual Report, publication of financial results and by filing of various reports and returns with the statutory bodies like Stock Exchange and Registrar of Companies. The quarterly results are published in Desh Sewak and Financial Express/Financial World and are displayed on the website of the Company at <http://mastertrust.co.in/invester.aspx>.

13. Audit Qualifications

The Audit qualifications pertaining to the financial results are self explanatory and require no comments.

14. General Information for Shareholders

a. Corporate Identification No. (CIN): L65991PB1985PLC006414

b. Annual General Meeting :

The 30th Annual General Meeting of Master Trust Limited will be held on Tuesday, the 29th day of September 2015, at 11:00 A. M. at Hotel Silver Stone, D - Block, SCO 14 -15, Dugri Road, Near Libra Bus Service, Model Town Extension, Model Town, Ludhiana, Punjab - 141002

c. Date of Book Closure : 25th September, 2015 - 29th September, 2015(both days inclusive)

d. Financial Year (Tentative) : 1st April, 2015 to 31st March, 2016 Tentative calendar of events for the Financial Year 2015-16 is

First Quarterly Results : On or Before 14th August, 2015

Second Quarterly Results : On or Before 14th November, 2015

Third Quarterly Results : On or Before 14th February, 2015

Audited Results for the year 2015-16 : On or Before 30th May, 2016

e. Information regarding dividend payment date:

The Board of Directors of the Company has not recommended any dividend for the Current Year.

f. Listing: The securities of the Company are listed on the following Stock Exchange: The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The listing fees has been paid to the said Stock Exchange for the year 2015-16.

g. Stock Code/ ISIN No. :

The Bombay Stock Exchange Ltd. : 511768

Demat International Security

Identification Number (ISIN) : INE677D01011

i. Registrar and Share Transfer Agent

Pursuant to the circular issued by the Securities & Exchange Board of India, the Company has assigned the physical share transfer work to M/s Skyline Financial Services Ltd. The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt at single point with:

Skyline Financial Services (P) Ltd., D-153/A, First Floor, Okhla Industrial Area, Phase-I, New Delhi Ph: 011 -26812682/83/84, Fax: 011-26812681, Email: admin@skylinerta.com

j. Share Transfer System

The Shares of the Company are traded in the compulsory demat mode for all investors. Shares sent for transfer in physical form are registered within a fortnight (If in order and complete in all respect) and then returned the same to the respective shareholders duly transferred in their names.

Your Company has appointed a SEBI registered Registrar & Transfer Agent viz Skyline Financial Services (P) Ltd. for looking after both physical and electronic share transfer work of the company.

The shareholders are requested to send all shares in physical form for transfer as well demat/remat requests to the Registered Office of the Company and/or to the Registrar & Share Transfer Agent of the Company i.e Skyline Financial Services (P) Limited.

The shareholders are requested to send all shares in physical form for transfer as well demat/remat requests to the Registered Office of the Company and/or to the Registrar & Share Transfer Agent of the Company i.e Skyline Financial Services (P) Limited.

. During the financial year ended on 31st March, 2015, the Company has not issued any GDRs / ADRs.

n. Address for Correspondence:

Regd. Office : Master Chambers, 3rd Floor, SCO 19, Feroze Gandhi Market,  Ludhiana-141001 Tele. No. : 0161-2410557-58, 3911525  Fax No. : 0161-2402963  Desiganted E-mail : secretarial@mastertrust.co.in

p. Compliance Officer:

Mr. Mohan Singh, Company Secretary

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant (s).