28 Apr 2017 | Livemint.com

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Matra Realty Ltd.

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Matra Realty Ltd. Accounting Policy

CORPORATE GOVERNANCE

Matra Realty Limited has been adopting the best Governance Practices so as to promote ethical values, social responsibility, transparency, accountability, fairness, integrity and compliance with existing legislation. Our corporate governance mechanism is being implemented in its true letter and spirit so as to ensure that all the stakeholders of the company maximize their value legally, ethically and benefit in the long run, by way of sustained growth and value addition

The company strives to adopt the best governance and disclosure practices with the following principles in mind:

a) The Management of the Company is the trustees of the shareholders funds and not the owners of the same.

b) Keep a clear distinction between personal and corporate resources.

c) Disseminate clearly the internal function of the Company to the outside world.

d) Comply with all applicable laws of land in which the Company operates.

e) Maintain high degree of integrity in its disclosure.

In line with the Statutory Compliances as stated in Clause 49 of the Listing Agreement(s), the Company has fully complied with the same.

1. COMPOSITION OF BOARD OF DIRECTORS

The Company's policy is to maintain optimum combination of Executive and Non-Executive Directors. The Non-Executive Directors with their diverse knowledge, experience and expertise bring in their independent judgment in the deliberations and decisions of the Board.

The composition of the Board is in accordance with the requirements of the corporate Governance code of Listing Agreement with the stock exchanges. The Board of Directors consists of optimal combination of Non­executive and Independent directors during the Period.

The Company has a Non Executive Chairman and the number of Independent Directors is one-third of the total number of Directors,

None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees (as specified in clause 49 of the Listing Agreement), across all the Companies in which he is a Director.

Board Procedure

During the financial Period 2014-2015, The Board of Directors met on the following dates: May 15,2014, June21,2014, August 12,2014; November 14,2014; February 13,2015; March 31,2015. The gap between any two meetings did not exceed four months, as mentioned in clause 49 of the listing agreement. The dates of the meeting were generally decided in advance. Key information is placed before Board of Directors to appraise corporate governance.

BOARD COMMITTEES

Presently the Board has four Committees, Audit Committee and, Stakeholders Relationship Committee, Nominations and Remunerations, CSR Committee, Members of Audit Committee consist of non-executive Chairman with combination of executive and non-executive directors as Member while investor grievances / share transfer committee/CSR Committee consist of non-executive Chairman with combination of executive and non-executive directors as Member

1. AUDIT COMMITTEE

Audit committee of the Board has been constituted in compliance with the provisions of Section AUDIT COMMITTEE

Audit committee of the Board has been constituted in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement relating to the composition and terms of reference of the Audit Committee. Audit Committee is, inter alia, responsible for the financial reporting and ensuring compliance with the Accounting Standard and reviewing the financial policies of our company and to recommend the appointment of statutory auditors and internal auditors and to fix their remuneration. The Committee is responsible for reviewing the reports from internal auditors as well as the group Companies. The Committee will review all quarterly reports before submission of the same to the Board. Name of the directors who are members of the Committee and the details of meeting attended by directors are as under

Members of Committee:

Mr. DipakMallick Director (Appointed w.e.f. February 12,2014)

Mr. Abhishek Kumar Sharma Director (appointed w.e.f. March 13,2013)

Mr. Gautam Kumar Das Director (Appointed w.e.f. April 02,2012)

Mr. Dipankar Mandal Director (Appointed w.e.f. April 02,2012)

Mr. Bikash Kumar Tiwari Director (Appointed w.e.f. August 28,2015)

a) Audit committee comprises of executive and non executive directors as a member.

b) Attendance at the audit committee meeting: The committee met four times during the period and quorum was present for every meeting.

c) Dates of the Audit Committee meeting held: Audit committee meetings were held during the year on May 15, 2014, August 12, 2014, November 14, 2014, February 13, 2015. Chief accounts officer of our company attended the Committee meetings, Representatives of Statutory Auditors and Internal Auditors are invited to attend the meeting.

d) Brief terms of reference:

i) . Oversight of company's financial reporting process.

ii) Recommendation of appointment of Statutory Auditors.

iii) Review of Quarterly, Half yearly and annual financial statements.

iv) Review of internal control system and internal audit function.

v) Management discussion and analysis of financial condition and results of operation. Significant related party transactions

2. NOMINATIONS AND REMUNERATIONS COMMITTEE

Remuneration committee of the Board has been constituted in compliance with the provisions of Section 178(3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement relating to the composition and terms of reference of the Remuneration Committee and ensuring compliance with and to recommend the appointment of Director & to fix their remuneration. The Committee is responsible for reviewing the remuneration of the Director. The Committee will review all remuneration before submission of the same to the Board. Name of the directors who are members of the Committee and the details of meeting attended by directors are as under:

The compensation to the Directors is approved by the Shareholders and disclosed separately in Notes to Accounts. Compensation to the Managing Directors) consists of fixed salary and/or performance incentive. Sitting Fees payable to the Independent Directors is limited to a fixed amount per year approved by the Board and the shareholders

Members of Committee:

Mr. DipakMallick Mr. Abhishek Kumar Sharma Mr. Gautam Kumar Das Mr. DipankarMandal Mr. Bikash Kumar Tiwari

Director (Appointed w.e.f. February 12,2014) Director (appointed w.e.f. March 13,2013) Director (Appointed w.e.f. April 02,2012) Director (Appointed w.e.f. April 02,2012) Director (Appointed w.e.f. August 28,2015)

3 .STAKEHOLDERS RRELATIONSHIP COMMITTEE

Our Company has constituted an Stakeholders relations committee comprising of directors for speedy disposal of the share transfer requests received by our company. The committee along with overseeing share transfer work looks into the complaints received from investors. The names of directors who are members of the Committee and the details of meeting attended by directors are as under:-

Share / debenture Transfer and Investor's Grievance Committee meeting were held during May 15,2014, August 12,2014, November 14,2014, February 13,2015.

The committee expressed its satisfaction with the Company's performance in dealing with the Investor's Grievances

Members of Committee:

Mr.DipakMallick Director (Appointed w.e.f. February 12,2014)

Mr. Abhishek Kumar Sharma Director (appointed w.e.f. March 13,2013)

Mr. Gautam Kumar Das Director (Appointed w.e.f. April 02,2012)

Mr. DipankarMandal Director (Appointed w.e.f. April 02,2012)

Mr. Bikash Kumar Tiwari Director (Appointed w.e.f. August 28,2015)

The Committee expresses its satisfaction with the Company's performance in dealing with the Investors' Grievances.

5. CSR COMMITTEE

The committee expresses its satisfaction with the company's performance in dealing with the CSR.

Members of Committee:

Mr.DipakMallick Director (Appointed w.e.f. February 12,2014)

Mr. Abhishek Kumar Sharma Director (appointed w.e.f. March 13,2013)

Mr. Gautam Kumar Das Director (Appointed w.e.f. April 02,2012)

Mr. DipankarMandal Director (Appointed w.e.f. April 02,2012)

Mr. Bikash Kumar Tiwari Director (Appointed w.e.f. August 28,2015)

INTEREST OF DIRECTORS

All Directors of our company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration, reimbursement of expenses payable to them under the Articles of Association of our company. All our Directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our company or that may be subscribed for and allotted to them and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to the Companies, firms and trust, in which they are interested as Directors, Members, Partners or Trustees.

MEANS OF COMMUNICATION

Information like quarterly / half yearly / annual financial results. and press releases on significant developments in the company that has been made available from time to time, has been submitted to the stock exchanges to enable them to put them on their websites and communicate to their members. The quarterly /half yearly /annual financial results are published in English and Regional newspapers. Moreover, a report on management discussion and analysis has been given elsewhere in this report.

CORPORATE ETHICS

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A code of conduct for Board Members and Senior Management and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted.

Pursuant to Clause 49 (D) of the Listing Agreement and the Securities and Exchange Board of India (Insider Trading) Regulations (as amended) respectively:

a) Code of Conduct for Board Members and Senior Management

The Board of Directors of the company adopted the Code of Conduct for its members and Senior Management at their meeting. The Code Highlights Corporate Governance as the cornerstone for sustained management performance, for serving all the stakeholders and for instilling pride of association.

The Code is applicable to all directors and specified senior management executives the code impresses upon directors and senior management executives to uphold the interest of the company and its stakeholders and to endeavor to fulfill all the fiduciary obligations towards them. Another important principle on which the code is based is that the Directors and Senior Management Executives shall act in accordance with the highest standard of honesty, integrity, fairness, and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.

Declaration affirming Compliance of Code of Conduct

A Declaration by the Managing Director affirming Compliance of Board members and Senior Management personnel to the code are also annexed herewith.

b) Code of Conduct for Prevention of InsiderTrading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading for its Management, staff and Directors. The Code lays down guideline and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares.

DISCLOSURES

a) There are no transactions, which have a potential conflict with the interests of the Company at large.

b) The Company has complied with the requirements of the Stock Exchanges/SEBI/any other Statutory Authority on all the matters related to capital markets.

c) The company affirms that no employee has been denied access to the Audit Committee.

d) The company has complied with all mandatory requirements as stipulated in clause 49 of the listing agreement with stock exchange.

e) The Company has fulfilled the following non mandatory requirements:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms part of thisAnnual Report

COMPANY'S CORPORATE WEBSITE

The Company's Corporate Website provides the comprehensive reference on Matra Realty Ltd's Management, Board Members, Vision, Mission and Policies and the financials etc. of the Company, in compliance with the Provisions of Listing Agreement.

GENERAL SHAREHOLDERS INFORMATION

Registered Office of the Company

Flat No. B/101, 1" Floor, Shree Andheri Shiv Shakti, SRACHSL, C.T.S No. 810, J P rd, Andheri (w), Mumbai 400 053

30TH Annual General Meeting

Matra Realty Limited

Date

30th September, 2015

Time

10.00 A.M.

Venue

SHIVAM PARTY HALL, PLOT NO.44-47, RSC-13 MANGAL MURTY ROAD GORAI -II,BORIVALI(WEST) MUMBAI-400091

Date of Book Closure

September 24, 2015 to September 30, 2015 (both days inclusive)

Listing of shares on stock exchanges and stock code

SR. No.

Name of the Stock Exchange/ Date

Stock code

1. The Bombay Stock Exchange Limited

512167

Listing Fees for the year 2014-2015

Annual Listing fees has been paid to BSE

REGISTRAR ANDTRANSFER AGENTS:

Bigshare Services Pvt Ltd.

E 273Ansa Industrial Estate, Saki ViharRoad, Saki Naka, Andheri (East), Mumbai-400072

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY

The Board Members and the senior management Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended March 31, 2015, as provided under clause 49 of the Listing Agreements with the Stock Exchange.

By Order of the Board

Sd/- Bikash Kumar Tiwari

Director

Place: Mumbai

Date: August 28, 2015