Motor & General Finance Ltd Directors Report.

Your Directors are pleased to present the 90th Annual Report on the business and operations of the company and the accounts for the financial year ended March 31,2020.

Financial Summary

The company has adopted Ind AS with effect from April 1,2017 in pursuance of the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs under the Companies(Indian Accounting Standards) Rules, 2015.

The Standalone financial results of your company are as below:-

(Rs in lacs)

Financial Results Year ended March 31,2020 Year ended March 31,2019
Gross Profit/(loss) before depreciation, finance cost and provisioning (335.10) (149.49)
Less: Finance Cost 76.88 125.89
Less: Depreciation including impairment and property reserves 129.36 145.87
Profit /(Loss) before exceptional items and tax (541.34) (421.25)
Exceptional Items - -
Profit /(Loss) before, tax (541.34) (421.25)
Tax expense (3.43) (101.99)
Profit(/Loss) for the year (544.77) (319.26)
Other Comprehensive income(net of tax) 10.26 0.16
Total comprehensive income for the year (534.51) (319.10)

The financial statement for the year ended on March 31, 2020 have been prepared in accordance with the Indian Accounting Standards(IND-AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect a true and fair manner. Revenue from operations on Standalone basis which includes rent from properties as on March 31,2020 amounts to Rs 996.18 Lakhs.

1 Dividend

In view of losses, your Board has not recommended any dividend for the current year.

2 Share Capital

There is no change in the Paid up Equity Share Capital of the company as on March 31, 2020 which, remained at Rs 1936.35 lakhs. During the year under review, your company sought your approval through Postal Ballot authorizing the Board to split the equity shares capital of the company from the face value of Rs 10/-each to the face value of Rs 5/- each. On completion of procedural formalities from Stock Exchanges which includes obtention of new ISIN Number from NSDL and CDSL and thereafter the Corporate Action. The Share Capital of the company is Rs.19,36,35,950 divided into 3,87,27,190 equity shares of Rs.5/-each.

3 Change in Nature of Business

There has been no change in the nature of business of the company during the financial year 2019-20.

4 Transfer to Reserves

The company has not transferred any amount to General Reserves for the financial year ended March 31,2020.

5 Disclosure under Section 43(a)(ii) of the Companies Act,2013

The company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules,2014 has been furnished.

6 Disclosure under Section 54(1) (d) of the Companies Act,2013

(a) The company has not issued any Sweat Equity Shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

7 Disclosure under Section 61 of the Companies Act,2013

The company has gone in for sub-division of Equity Shares from the face value of Rs. 10/- each to the face value of Rs.5/- each. In compliance of Regulation 42(2) of SEBI(LODR) Regulations, 2015, June 22, 2020 was fixed as the Record Date for the purpose of allotment of sub-division of equity shares. Necessary approval from the Stock Exchanges for split of shares and NSDL/CDSL for assignment of New ISIN which is INE861B01023 were obtained. Post face value split distinctive nos and equity share certificate were allotted. On the record date, as stated above, post corporate action the shareholders who were holding shares in electronic form, their demat accounts were automatically credited with the sub-divided shares. As regards the shares held by the shareholders in physical form, the new sub-divided Share Certificates have been sent without requiring from the shareholders the surrender of the existing share certificates.

Consequent to allotment of sub-divided equity shares, the Paid Up Capital of the company is Rs 19,36, 35,950 divided into 3,87,27,190 equity shares of Rs. 5/-each.

8 Disclosure under Section 62(1)(b) of the Companies Act, 2013

The company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rules 12(9) of the Companies (Share Capital and Debenture ) Rules, 2014 has been issued.

9 Material changes and commitments, if any, affecting financial position of the company from the end of the financial year and till the date of this report.

Lockdown due to Novel COVID-19 pandemic imposed from second half of March, 2020 resulted into slow receipt of rentals from the tenants. The management for the year ending March 31, 2021 has considered certain concessions /relief/moratorium on rentals extended to its tenants/licensees for the period of lockdown as well as some further period considering the extended impact of the pandemic. Such concessions are determined based on various discussions, negotiations concluded or to be concluded with tenants/licensees on case to case basis. This could materially impact the profitability of the company for the year ending March 31, 2021. Barring the above, there are no material changes and commitments ,if any, which could affect the financial position of the company that have occurred between the end of the financial year to which the financial statement relates and the date of this report unless otherwise stated in this report.

10 Significant and Material Orders passed by the Regulators or Courts or Tribunal

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the Going Concern status of the company and its business operations in future.

11 Corporate Governance

In terms of the provisions of Schedule V( C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance, along with report on Management Discussion and Analysis and General Shareholder Information is enclosed as per Annexure "A" forming part of this report.

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

12 Extract of Annual Return

Details forming part of the extract of Annual Return as on March 31,2020 is available in Form MGT 9 which is in accordance with Section 92 of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014 included report as Annexure "C" and forms an integral part of this report.

13 Directors Retiring by Rotation

The company as on the date of this report has 6(six) Directors including one woman Director on the Board out of which 3(three) Directors are Non Executive Independent Directors and 3(three) are Executive Directors.

In terms of the provisions of Section 152 of the Companies Act, 2013("the Act") and in accordance with the Articles of

Association of the company, the two third of the total number of Directors, excluding Independent Directors, shall be eligible to retire by rotation, out of which, one third shall retire. The Directors are liable to retire by rotation and would be those who have been longest in office.

Accordingly, Sh. Rajiv Gupta((DIN:00022964), Smt. Arti Gupta(DIN:00023237) and Sh. Arun Mitter(DIN:00022941), Non Independent Directors are eligible to retire by rotation respectively. They were initially appointed as Directors on April 14,1998, June 22,2008 and July 11,2002 respectively. Their re-appointment, however, were made on the same day i.e. August 13,2019. As per mutual agreement, Sh. Rajiv Gupta being longest in the office, will retire by rotation and would be eligible for re-appointment in this Annual General Meeting. In terms of Clause 60(e) of the Articles of Association, the retirement by rotation shall not be deemed as break in service.

None of the Directors of your company is disqualified under the provisions of Section 164(2)(a) and ( b) of the Companies Act, 2013.

14 Cessation of Director

During the current year, Sh. Abhiram Seth, Non Executive Independent Director on account of his other engagements, resigned on 10th October,2019 from the Directorship of the company which was accepted in the Board Meeting held on October 18, 2019. Disclosure was made by Sh. Abhiram Seth stating that there is no other material reasons other than provided. Necessary returns have since been filed with the ROC within the prescribed period. The Board placed on record its sincere appreciation for the significant contribution made by him as Non Executive Independent Director and also a member of several committees in providing advice from time to time with regard to the companys business.

15 Key Managerial Personnel

As per the requirements under the provisions of Section 203 of the Companies Act, 2013, Sh. Rajiv Gupta (DIN:00022964), Chairman & Managing Director &CEO, Smt. Arti Gupta (DIN:00023237), Joint Managing Director, Sh. Arun Mitter (DIN:00022941), Executive Director and Sh. M.K. Madan, Vice President & Company Secretary &CFO are the Key Managerial Personnel of the company as on the date of this Boards Report.

16 Independent Directors with materially significant, pecuniary or business relationship with the company.

There is no pecuniary or business relationship between Non Executive Independent Directors and the company, except for the Board Meeting Fee paid in accordance with the applicable laws and with the approval of the members. No meeting fee is paid for attending the Committee Meetings.

17 Declaration by Independent Directors

The Board has taken on record the declarations and confirmations received from the Independent Directors, namely, Sh. Bharat Kumar (DIN:01090141), Sh. Onkar Nath Aggarwal (DIN:00629878) and Sh. Karun Pratap Hoon(DIN:052025664) regarding their independence pursuant to Section 149 of the Act and Regulation 16 of Listing Regulations.

18 Re-appointment of Independent Director

The first term of Sh. Onkar Nath, Non Executive Independent Director expired on March 30, 2020. Keeping in view the rich experience, acumen, qualification, immense knowledge of the industry & the substantial contribution & as well as performance evaluation, as a member of the Board, Audit Committee of the Board, the Board of Directors, on the recommendation of Nomination & Remuneration Committee have, pursuant to Section 149 of the Companies Act, 2013 & Regulation 25 of the Listing Regulations, have recommended to the members to consider the re-appointment of Sh. Onkar Nath Aggarwal for another term of five consecutive years commencing from March 31,2020 to March 30,2025, not liable to retire by rotation. The members in the Annual General Meeting held on September 27,2018 in terms of Regulation 17(1A) of SEBI(LODR) Regulation,2015 had approved the continuation of directorship exceeding the age of 75 years. However, as his terms as an Independent Director is being renewed for a further period of five years. Members are requested to approve the terms and conditions of his re-appointment for a further period of five years and also approve the re-appointment in terms of Regulation 17(1A) of SEBI(LODR) Regulations, 2015.

Accordingly, appropriate Special Resolution is placed before the members for approval. Necessary details are given in the resolution and explanatory statement in accompanying notice of the ensuing 90th AGM of the company, Sh. Onkar Nath Aggarwal has declared that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 along with Rules framed there under and Regulation 16(1) (b) of the Listing Regulations.

19 Number of Meetings of the Board of Directors

6 (six) meetings of the Board of Directors were held during the financial year ended March 31,2020. The details of the meetings of the Board of Directors of the company and its Committees convened during the financial year 2019-20 are given in the Corporate Governance Report which forms part of this Annual Report.

20 Directorship and Membership on Committees and Shareholding of Non Executive Directors

All the Directors at the beginning of the financial year, have periodically and regularly declared the company about their Directorship and Membership on the Board/Committees of the Board /Committee of other companies. As per the disclosures received, none of the Directors of the company hold Memberships/Chairmanships of more than the limit prescribed in SEBI(LODR) Regulations, 2015, as amended, across all companies in which he/she is a Director.

21 Directors Responsibility Statement

Pursuant to Section 134(3)(c)/134(5) of the Companies Act, 2013(including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your company 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 judgements 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 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 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22 Formal annual evaluation of the performance of the Board, its Committees and Directors

The Board of Directors has carried out an annual evaluation of its performance, Board Committees and individual Directors pursuant to the provisions of the Act, the Corporate Governance requirements as prescribed by the Listing Regulations and the guidance note on Board evaluation issued by Securities and Exchange Board of India dated January 5,2017.

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10), 25(4) of the Listing Regulations, the Board has carried out the annual performance of the Board as a whole, various Committees of the Board and of the individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report annexed to this Report.

A declaration to the effect that they meet the criteria of independence as provided in sub section (6) of Section 149 of the Act has also been received from Independent Directors of the company,

23 Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the company has not received any complaint in this regard.

24 Vigil Mechanism/Whistle Blower Policy

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI(LODR ) Regulations, 2015, the Company has framed Vigil Mechanism/Whistle Blower Policy("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports any non compliance and wrong practices, e.g. unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain in redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the company is in compliance with the requirements of the Act and SEBI(LODR) Regulations, 2015 and available on the website of the company at http://mgfltd.com

25 Succession Plan

The Board has approved the Succession Policy as is required under Regulation 17(4) of SEBI(LODR) Regulations, 2015. In accordance with the principles of transparency and consistency, your company has adopted governance policies for Board of Directors, Key Managerial Personnel and senior management appointments, remuneration & evaluation. These governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel and Senior Management.

26 Adequacy of Internal financial controls with reference to the financial statements

The company has documented its internal financial controls considering the essential components of various critical processes, physical and operation. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are in commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the time preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

27 Particulars of Loans/Advances/Investments as required under the Listing Regulations The details of loans, guarantees and investments are given in the Notes to the Financial

28 Related Party Transactions

All contracts/arrangements/transactions entered by the company with Related Parties were in the ordinary course of business and on an arms length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on related Party Transactions formulated by the Company

During the year under review, the company has not entered into any contracts/arrangements/transactions with Related parties which qualify as material in accordance with the policy of the company on materiality of related party transactions.

The company does not have a Material Subsidiary as defined under Regulation 23 or 16(1)( c ) of SEBI(LODR) Regulations, 2015. The Board will formulate a policy to determine Material Subsidiary as and when considered appropriate in the future.

The details of the related party transactions as per Indian Accounting Standards (IND-AS)-24 are set out in Note No.33 to the Standalone Financial Statements of the company.

Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure ‘B2 to this Report.

29 Board Meetings

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board/Committee Meetings which is ordinarily intimated well in advance in writing to the members prior to the meeting in order to permit adequate review. The Company Secretary records minutes of each meeting and draft minutes are circulated to all members of the Board/Committee well in advance.

30 Code of Conduct for Directors and Senior Management

The Board of Directors of the company has adopted a Code of Conduct for all members of the Board and Senior Management and the same is available on the website of the company i.e. http//www.mgfltd.com.

31 Audit & Auditors

Statutory Auditors- Appointment & their Report

At the 87th Annual General Meeting held on September 26, 2017, the members approved the appointment of M/s. Jagdish Chand & Co, Chartered Accountants(firm Regd No.000129N) to hold office from the conclusion of 88th Annual General Meeting until the conclusion of 92nd Annual General Meeting on such remuneration as may be fixed by the Board on the recommendations of the Audit Committee.

In view of the amendment to the said Section 139 through the Companies(Amendment Act),2017 notified on May 7,2018, ratification of auditors appointment is no longer required. However, as required under Section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the company to fix Auditors remuneration for the year 2019-20. The members are requested to approve the same.

The Statutory Audit Report for the year 2019-20 for Standalone Financial Results does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

32 Cost Auditors

The company has been advised by ex-Cost Auditor that as the completion certificate of the Mall has been obtained, there is no such compulsion to carry out the Cost audit. Accordingly, the Board has taken decision not to carry on the Cost Audit. As such, no appointment of Cost Auditor has been made.

33 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended from time to time), the company had appointed M/s Anjali Yadav & Associates, (FCS No.6628 & CP No.7257) Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2019-20.

The Secretarial Audit Report for the financial year ended March 31,2020 is annexed herewith as Annexure D & D1 in Form No. MR-3 and forms an integral part of this report.

Further , the Secretarial Compliance Report for the financial year ended March 31,2020 was obtained from M/s Anjali Yadav & Associates, Company Secretaries, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder, pursuant to requirements of Regulation 24A of Listing Regulations.

There is no adverse remark, qualifications or reservations in the Secretarial Audit Report and Secretarial Compliance Report.

M/s Anjali Yadav & Associates, Secretarial Auditor have also been appointed as scrutinizer to electronically submit the Consolidated Scrutinizer Report i.e. votes & cast through remote e-voting and e-voting during AGM.

The company has complied with the Secretarial Standards for the Board Meeting (SS-1) and General Meetings(SS-2) during the year 2019-20.

34 Internal Auditor & Internal Control

The internal audit has been entrusted to Mr.S.K. Aggarwal, a Chartered Accountant. The company has in place adequate and effective internal financial control with reference to the financial statement and is in commensurate with its size, scale and complexities of its operations. With a strong internal control culture in the company, the Internal Auditor monitors the compliance with the objective of providing information to the Audit Committee. The Audit Committee reviews the internal control systems with the management, internal auditors and statutory auditors and the adequacy of internal audit function, significant internal audit findings and follow up thereon, if any.

35 Certificate of Non Disqualification of Directors

A certificate from M/s Anjali Yadav & Associate, Company Secretaries regarding Non Disqualification of Directors is annexed as per Annexure ‘E.

36 Consolidated Financial Results

As per Regulations 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015(hereinafter referred to as "Listing Regulations") and in accordance with the applicable provisions of the

Companies Act, 2013 read with the Rules issued there under and IND AS-110, the Consolidated Financial Statements of the Company for the Financial Year 2019-20 have been prepared in compliance with the applicable Accounting Standards and on the basis of audited financial statements of the company and Associate Companies, as approved by the respective Board of Directors.

The Auditors, in their Consolidated Financial Statements, have taken on record the unqualified opinion given by an Independent firm of Chartered Accountants on the audit report on the financial statement of Jayabharat Credit Limited, an associate company. In the Emphasis of Matter included in Auditors Report of another Associate Company viz India Lease Development Limited, the Statutory Auditors opinion on the above is not modified in respect of the above matter. There was no audit qualification in the financial statements by the Statutory Auditors for the year under review and accordingly the Consolidated Audited Financial Results for the 4th quarter and year ended March 31,2020 as placed before the Board were approved.

37 Board Committees

Details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is in part of this report.

The Board has reconstituted all the Committees consequent to the resignation of Sh. Abhiram Seth, Non Executive Independent Director detailed as under:-

i) Audit Committee

As on the date of signing of this report the Audit Committee comprises of 4 (Four) Directors, namely, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon , 3(three) of them being Non Executive Independent Directors. Sh. Bharat Kumar, a Non Executive Independent Director, is the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee, whenever, it is required.

ii) Nomination & Remuneration Committee

As on the date of signing of this report Nomination & Remuneration Committee comprises of 4(four) Directors namely, Sh. Rajiv Gupta, Chairman of the company, Sh. Bharat Kumar, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, all Non Executive Independent Directors. Sh. Bharat Kumar, is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy on the Directors & KMPs appointment and other details as is required under Section 178(4) of the Companies Act, 2013 in the matter of appointment/ re-appointment of the Directors, Senior Managers and fixation of remuneration, etc.

iii) Stakeholders Relationship Committee

As on the date of signing of this report Stakeholders Relationship Committee comprises of 6 (six) Directors, namely Sh. Rajiv Gupta, Chairman of the company, Smt. Arti Gupta, Joint Managing Director, Sh. Arun Mitter, Executive Director and Sh. Bharat Kumar, Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, Independent Directors. Out of 6( six) Directors, 3 (three) Directors are Non Executive Independent Directors. Sh.Onkar Nath Aggarwal a Non Executive Independent Director, is the Chairman of the Committee.

The Committee looks into and resolves the grievances of the stakeholders. As on the date of this report, there are no issues which remains to be resolved.

iv) Corporate Social Responsibility (CSR)

As on the date of signing of this report Corporate Social Responsibility (CSR) Committee comprises of 4(four) Directors, namely Sh.Arun Mitter, Executive Director, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, Non Executive Independent Directors. Sh.Onkar Nath Aggarwal, Non Executive Independent Director is the Chairman of the Committee.

v) Risk Management Committee

After reconstitution. Risk Management Committee comprises of 3(three) Directors, namely,Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar and Sh. Karun Pratap Hoon, Non Executive Independent Directors. Sh. Arun Mitter, Executive Director, is the Chairman of the Committee.

38 Policies

SEBI( LODR) Regulations, 2015 mandated the formulation of certain policies for all listed companies. In compliance with the same, the company has formulated the Corporate Governance Policies viz Policy on Related Party Transactions, Policy on Disclosure of Material Event/information, Unpublished Sensitive Information(UPSI) SEBI(Prohibition of Insider Trading)Regulations,2015, Whistle Blower Policy, Policy on Document Preservation, Policy on Board Diversity, Policy on Familiarization Programme for Independent Directors, Policy on Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act,2013(POSH) and Succession Policy, etc are available on companys website www.mfgltd.com

39 Corporate Social Responsibility(CSR)

As a part of its initiative under the Corporate Social Responsibility (CSR) drive, the company had undertaken projects in the area of promoting education, renovation of school building and running of school and libraries etc. This is in accordance with the Schedule VII of the Companies Act, 2013 and the companys CSR policy. However, As per the provisions of Section 135 of the Companies Act, 2013 as amended, the company is not falling in the criteria as is prescribed in the said section and as such, CSR is not applicable during this year. CSR Policy of the company is available on companys website www.mgfltd.com

40 CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations, the CEO/FCFO certificate for the financial year 2019-20 signed by Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer & CFO, was considered and approved by the Board of Directors of the company at their meeting held on June 29,2020.

41 Particulars of Employees

There are no employees in receipt of remuneration which, inter-alia, requires the company to furnish the particulars of Employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014.

42 Investor Education & Protection Fund(IEPF)

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in Form No. IEPF-5 (as prescribed by MCA) available on the website of IEPF at www.iepf.gov.in and send the physical copy of the same duly signed (as per the specimen signature recorded with the company) along with the requisite documents to the company for verification of the claim.

43 Members holding shares in electronic form

SEBI has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members are requested to submit their PAN to the Depository Participants(DP) with whom they are maintaining their demat accounts.

44 Members holding shares in physical form

Members can submit their PAN details to the company/Share Transfer Agent(STA). Members holding shares in physical form, in their own interest, are requested to dematerialize the shares to avail the benefits of electronic holding/trading.

45 Re-classification as per Regulation 31A of SEBI(LODR) Regulations,2015

As regards re-classification as per Regulation 31A of SEBI(LODR) Regulations, 2015, during the year under review, Sh. Abhiram Seth, Independent Director and his relatives have been reclassified from Promoter Group to Public category.

46 Business Responsibility Report

As per Regulation 34(2) (f) of SEBI(LODR) Regulations, 2015, the company is not falling in the criteria i.e. top 500 listed companies based on market capitalization and as such, Business Responsibility Report is not applicable.

47 Public Deposits

During the year under review, your company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). There are no unclaimed deposits.

48 Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings/Outgo

In terms of the requirements of clause (m) of Sub section (3) of Section 134 of the Companies Act,2013, read with the Companies(Accounts)Rules, 2014, the particulars are given as under:-

(Rs in Lacs)

As on March 31,2020 As on March 31,2019
a) Technology It is not applicable It is not applicable
b) Conservation of Energy -do- -do-
c) Transactions in Foreign Currency -do- -do-
a) Expenditure in Foreign Currency
i) Repayment of Foreign Currency loan - -
ii) Interest on Foreign Currency Loan - -
iii) Travelling Expenses Rs 1.04 lacs Rs 1.64
b) Shares held by Non Resident Shareholders 167879
No. of Shareholders 33

The company had no earnings in foreign exchange

49 E-mail ID for Investors Grievances

In compliance of Regulation 2(j) of SEBI(LODR) Regulations,2015, the company has designated an e-mail address i.e. mgfcomplaints@yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

50 Listing Fee

The listing fee for the year 2020-21 has already been paid to the credit of both the stock exchanges.

51 Voting

The business as set out in the Notice will be transacted through electronic voting system and the company is providing facility for voting by electronic means. The members may cast their votes using electronic voting system (remote e-Voting).

52 Statutory Disclosures.

- Electronic copy of the Annual Report and the Notice of the AGM, inter-alia, indicating the process and manner of voter cash through Remote e-voting and e-voting are being sent to all the Members whose e-mail IDs are registered with the company/DPs for communication purposes.

- The audited financial statements of the associate companies will be kept for inspection by any member of the company at its Registered Office during 10.00 a.m. to 12.30 p.m. except Saturdays, Sundays & Holidays upto the date of AGM.

- The financial results are placed on the companys website at www.mgfltd.com.

- The Directors Responsibility Statement as required by section 134(5) of the Act appears in a preceding paragraph.

- Cash Flow Statement for Financial Year ended March 31,2020 is attached to the Balance Sheet.

53 Acknowledgements

Directors place on record their thanks for the assistance and cooperation received from Banks, stakeholders and all other customers for their continued support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the company.

Annexure ‘A to the Directors Report

In terms of Regulation 34(3) read with Section C of Schedule V to SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance for the year ended March 31,2020 is presented below:-

CORPORATE GOVERNANCE REPORT

1. Companys Philosophy on Code of Corporate Governance

This Corporate Governance Report for the year ended March 31,2020, forms part of the Directors Report and the same has been prepared on the basis of the provisions of Clause C of the Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015(LODR), as amended.

The companys philosophy on Code of Governance is intended to bring about:

- Transparency, accountability and integrity in the Organization.

- Implementation of policies and procedures prescribed by the company to ensure high ethical standards in all its business activities and responsible and responsive management.

Corporate Governance represents the value, ethical and moral framework under which business decisions are taken. The investors want to be sure that not only is their capital handled effectively and adds to the creation of wealth, but the business decisions are also taken in a manner which is not illegal or involving moral hazard.

Your company perceives good corporate governance practices as a key driver of sustainable corporate growth and long term shareholder value creation. The primary objective is to develop and adhere to a corporate culture of harmonious and transparent functioning, increasing employee and customer satisfaction and enhancing shareholders wealth by developing capabilities and identifying opportunities that best serve the goal of value creation. All actions and strategic plans are directed towards delivering value to all stakeholders, as well as conform to the highest standards of corporate behaviour.

2. Board of Directors

The Board of Directors consist of 6(six) Directors as at the year end March 31,2020. The Board comprises of three Executive Promoter Directors including one Woman Director and three Non Executive Independent Directors. The Board of Directors is headed by Sh. Rajiv Gupta, who is the Chairman & Managing Director & CEO of the company.

i) Constitution of the Board:

Sl No. Name of Director Date of Appointment Status
1. Sh. Rajiv Gupta(DIN:00022964) 14-04-1988 Chairman & Managing Director& CEO
2. Smt. Arti Gupta(DIN:00023237) 22-06-2006 Joint Managing Director
3. Sh. Arun Mitter (DIN:00022941) 11-07-2002 Whole Time Director-Executive Director
4. Sh. Bharat Kumar (DIN:01090141) 19-03-2002 Non Executive- Independent Director
5. Sh. Onkar Nath Aggarwal (DIN:00629878) 31-12-2005 Non Executive -Independent Director
6. Sh. Abhiram Seth (DIN:00176144)* 29-04-2006 Non Executive -Independent Director
7. Sh. Karun Pratap Hoon (DIN:05202566) 18-10-2017 Non Executive -Independent Director

*Resigned on October 10, 2019.

No Director is related to any other Director on the Board in terms of the definition of relative under the Companies Act, 2013 except Sh. Rajiv Gupta and Smt. Arti Gupta, who are, inter-se, related to each other being husband and wife.

Details of Directors retiring or being re-appointed are given in the notice to the Annual General Meeting. The brief profile of the Board Members who are either retiring by rotation or being re-appointed, is given in the Notice.

2(a) Composition of the Board

The composition of the Board is in conformity with the requirements of the applicable provisions of the Companies Act, 2013 read with the Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Details for the year 2019-20 are as follows:-

Sl No. Name of Director Category Board Meetings held Board Meetings attended Attendance at last AGM held on Sept 27, 2019
1. Sh. Rajiv Gupta Promoter Executive 6 6 No
2. Smt. Arti Gupta Promoter Executive 6 6 No
3. Sh. Arun Mitter Promoter Executive 6 6 Yes
4. Sh. Bharat Kumar Non Executive Independent 6 6 Yes
5. Sh.Onkar Nath Aggarwal Non Executive Independent 6 5 No
6. Sh. Abhiram Seth* Non Executive Independent 6 0 Yes
7. Sh. Karun Pratap Hoon Non Executive Independent 6 6 No

* Resigned on October 10, 2019

2(b)

Sl No. Name of Director Category Directorships held in listed companies including this company at the yearend Other Directorships held (including Pvt Ltd companies/LLP) at yearend

No. of Committee Membership/ Chairmanship in other companies at yearend

1. Sh. Rajiv Gupta Chairman & Managing Director & CEO Promoter Executive 3 9 4 1
2. Smt. Arti Gupta Joint Managing Director Promoter Executive 1 6 1 0
3. Sh. Arun Mitter Executive Director Promoter Executive 4 15 5 2
4. Sh. Bharat Kumar Non Executive Independent 1 1 1 1
5. Sh.Onkar Nath Aggarwal Non Executive Independent 1 5 1 1
6. Sh. Abhiram Seth* Non Executive Independent 2 6 - -
7. Sh. Karun Pratap Hoon Non Executive Independent 1 3 2 0

* Resigned on October 10, 2019

Only Memberships/Chairmanships of Audit Committee and Stakeholders Relationship Committee in all Public Listed Limited Companies including this listed entity have been considered

The company has a high profile Board with varied management expertise. The Boards roles, functions, responsibilities and accountabilities are known to them due to their vast experience. Notice, Agenda and draft Minutes of the Board Meetings/Committee Meetings are circulated to the Directors well in advance. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

The Board meets at least once every quarter to review the quarterly results and other items of the Agenda and if necessary, additional meetings are held. The gap between two Board Meetings does not exceed 120 days. The Board is apprised and informed of all the important information relating to the business of the company including those stated in Part A of Schedule II to the Regulation 17(7) of the SEBI(LODR) Regulations, 2015("Listing Regulations") (as amended). The Chairman & Managing Director & CEO and the Company Secretary discuss the items to be included in the Agenda which is sent in advance to the Directors along with the draft of the relevant documents and explanatory statement wherever required, to enable the Board to discharge its responsibilities effectively and take informed decisions. The company is in compliance with the provisions of the Secretarial Standards to the meetings of the Board of Directors & Committee(s).

None of the Independent Directors has served as an Independent Director in more than 7(seven) listed companies. Necessary disclosures regarding committee positions in other public companies as on March 31,2020 have been made by the Directors. None of the Directors except Sh. Rajiv Gupta and Smt. Arti Gupta, are, inter-se, related to each other, being husband and wife.

2(c) Directorships in equity listed companies

Name of Director Name of Listed entities Category
Sh. Rajiv Gupta The Motor & General Finance Ltd Chairman & Managing Director
Jayabharat Credit Ltd Chairman
India Lease Development Ltd Chairman
Smt. Arti Gupta The Motor & General Finance Ltd Joint Managing Director
Sh. Arun Mitter The Motor & General Finance Ltd Executive Director
Jayabharat Credit Ltd Director
India Lease Development Ltd Independent Director
Technofab Engineering Ltd Independent Director
Sh. Bharat Kumar The Motor & General Finance Ltd Independent Director
Sh. Onkar Nath Aggarwal The Motor & General Finance Ltd Independent Director
Sh.Abhiram Seth* The Motor & General Finance Ltd Independent Director
ION Exchange(India) Ltd Director
Sh. Karun Pratap Hoon The Motor & General Finance Ltd Independent Director

* Resigned on October 10, 2019 3.

Number of Board Meetings:

During the financial year for the year ended March 31,2020, the Board of Directors met 6(six) times on the following dates:

S.No. Date of Meeting Board Strength No. of Directors present
1. 29-05-2019 7 5
2. 13-08-2019 7 6
3. 18-10-2019 6 6
4. 13-11-2019 6 6
5. 13-02-2020 6 6
6. 19-03-2020 6 6

All the Directors were present for all the said meetings except Sh.Abhiram Seth, who resigned on October 10, 2019 and Sh. Onkar Nath Aggarwal for the meeting held on May 29, 2019 for which requisite leave of absence were granted as requested.

During the year 2019-20, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before the Board for its consideration.

a) The terms and conditions of appointment of the Independent Directors are disclosed on the website of the company.

b) The Board periodically reviews the compliance reports of all laws applicable to the company.

c) The details of the familiarization programme of the Independent Directors are available on the website of the company (http://www.mgfd.com).

d) The meetings of the Board of Directors are informed well in advance and are generally held at the Registered Office i.e. MGF House, 4/17-B, Asaf Ali Road, New Delhi-110002. The notice confirming the minutes of the previous meeting and the detailed agenda for the ensuing meeting is sent invariably well in advance to all the Directors. In terms of the companys Corporate Governance policy, all significant and material information are placed before the Board to enable them to discharge their responsibilities. As per the directions of the Chairman, the Company Secretary who is the Compliance Officer, convene the meetings.

Departmental heads of the company, in case they are required, are invited to attend the Board Meetings, to make presentations and provide clarifications. It is ensured that there are minimum number of four meetings of the Board of Directors every year to review the quarterly performance and financial results of the company.

4. Independent Directors

Independent Directors are Non Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. The maximum tenure of Independent Director is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. A formal letter of appointment to Independent Directors as provided in the Companies Act, 2013 is available on the website of the company viz.www.mfgltd.com.

4(a) Re-classification to Public Category

As per Regulation 31A of SEBI(LODR) Regulations, 2015, during the year under review, Sh. Abhiram Seth, Independent Director(resigned on October 10, 2019) and his relatives has been reclassified from Promoter Group to Public category.

4(b) Role of independent Directors

Independent Directors bring to the company their wide experience in the field of finance, accountancy and public policy. This wide knowledge of both, their field of expertise and board room practices helps foster, varied, unbiased, independent and experienced perspectives. The company benefits from inputs in achieving its strategic directions.

Independent Directors play an important role in deliberations at the Board, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and CSR Committee meetings. These committees function with the defined terms of reference in accordance with the Companies Act, 2013, the SEBI (LODR) Regulations and as approved by the Board from time to time. Board Members ensure that their work in other capacities do not impinge on their fiduciary responsibilities as directors of the company.

All Independent Directors of the company, at the time of their first appointment and thereafter at the first meeting of the Board in every financial year, give a declaration that they meet with the criteria of independence as provided under Section 149( 6) of the Companies Act, 2013 read with Regulation 25 of SEBI(LODR) Regulations, 2015. In the opinion of the Board, each Independent Director possesses appropriate balance of skills, experience and knowledge, as required.

5 Disclosure of relationships between Directors inter-se

Sh. Rajiv Gupta, Chairman & Managing Director & CEO and Smt. Arti Gupta, Joint Managing Director who are, inter-se, related to each other, being husband and wife. None of the other directors is related to any other directors of the company.

6 Pecuniary Relationship

Non Executive Independent Directors have no pecuniary relationships or transactions with the company in their personal capacity except for the sitting fees drawn for attending the meetings of the Board. No meeting fee is paid for attending the Committee Meetings.

None of the Directors who serve as a Whole Time Director in any listed company serve as an Independent Director in more than three listed companies.

7. Details of equity shares of the company held by Executive and Non Executive Directors as on March 31,2020.

Name of Director Category No. of Equity Shares of the face value of Rs. 5/- each*
Sh. Rajiv Gupta Chairman & Managing Director& CEO 4543730
Smt. Arti Gupta Joint Managing Director 1962000
Sh. Arun Mitter Executive Director 31464
Sh. Bharat Kumar Non Executive Independent Director -
Sh. Onkar Nath Aggarwal Non Executive Independent Director -
Sh. Abhiram Seth** Non Executive Independent Director -
Sh. Karun Pratap Hoon Non Executive Independent Director -

* Company has split face value of equity shares from Rs. 10/- per equity share to Rs.5/- per equity share as approved by the shareholders of the company through Postal Ballot on 30th March, 2020 with record date 22nd June, 2020. As per Ind AS- 33, earning per share calculations for all the years/periods are based on new number of equity shares.

** Resigned on October 10, 2019

• As per the declarations received, none of the directors serve as an Independent Director in more than seven listed companies. Further, the Whole Time Director(s) in the company do not serve as an independent director in more than three listed companies.

• Memberships is in only Audit Committee and Stakeholders Relationship Committee in Public Limited Companies in accordance with Regulation 26 (1) (a) of SEBI(LODR) Regulations, 2015.

7(a) The important decisions taken at the committee meetings are communicated to the concerned departments. The Company Secretary(Compliance Officer) attends the committee meetings and advises on compliances with applicable laws and governance.

8 Skills/Expertise/Competence of the Board

The Board comprises of persons with varied experiences in different areas who bring in the required skills, competence and expertise that allows them to make effective contribution to the Board and its committees. The following list summarizes the key skills, expertise and competence that the Board thinks is necessary for functioning in the context of the companys business and sector and which in the opinion of the Board, its Members possess:-

i) Commercial

ii) Finance

iii) General Management and Human Resources

iv) Legal, including laws related to Corporate Governance.

9. Evaluation of Directors and the Board

The Board of Directors has carried out an annual evaluation of its own performance, Boards Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Regulation 17 of SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations")

The performance of the Board was evaluated at the year end after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc

The performance of the committees was evaluated by the board at the end of the year after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meeting, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

10. Separate Meeting of the Independent Directors

In terms of Section 149(8) of the Companies Act, 2013 read with Regulation 25(4)(a) to (c) of SEBI(LODR) Regulations, 2015, during the year, as per the requirements matters listed out in Schedule IV of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 a separate meeting of the Independent Directors of the company was held on March 20, 2020 without the attendance of non independent Directors and members of the management. All the three Independent Directors were present at the meeting, wherein they had, inter-alia, reviewed the performance of Non Independent Directors and the Board as a whole; reviewed the performance of the Chairman of the company, taking into account the views of the Executive Directors; and assessed the quality, quantity and timeliness of flow of information between the company management and the Board.

11. Remuneration of Executive Directors & KMP

Remuneration Paid to Executive Directors & KMP during the year ended March 31,2020 is as under:-

(Amount in Rs)

Name of Director Basic salary & allowance Perquisites Contribution to Provident Fund Total (?)
Sh.Rajiv Gupta Chairman & Managing Director &CEO 25,20,000 3,04,269 3,02,400 31,26,669
Smt. Arti Gupta, Joint Managing Director 24,00,000 1,92,186 2,88,000 28,80,186
Sh. Arun Mitter, Executive Director 27,84,000 2,16,000 2,08,800 32,08,800
Sh. M.K. Madan, Vice President & Company Secretary & CFO 12,74,500 2,42,888 98,508 16,15,896
Total 89,78,500 9,55,343 8,97,708 1,08,31,551

Executive Directors are not paid any fees for attending Board or Committee Meetings.

12. Remuneration paid to Non Executive Directors

(Amount in Rs)

Name of Director **Sitting fee for attending the Board Meetings during the year ended March 31,2020
Sh. Bharat Kumar 30,000
Sh. Abhiram Seth* -
Sh. Onkar Nath Aggarwal 25,000
Sh. Karun Pratap Hoon 30,000
Total 85,000

* Resigned on October 10, 2019 ** excluding GST

No sitting fee for attending any committee meeting was paid.

There are no pecuniary relationships or transactions entered into by the company with any of the Directors of the company except. the remuneration to the Executive Director(s) and sitting fees paid to Non Executive Independent Director(s).The company has, during the year 2019-20, paid only sitting fees to each Non Executive Independent Directors for attending the meetings of the Board of Director. No meeting fee was paid for attending any of the Committee Meetings.

13. Prevention of Insider Trading Code

In accordance with SEBI(Prevention of Insider Trading) Regulations, 2015, the company has a code of conduct for Prevention of Insider Trading. All the Directors, employees and Senior Management and other employees who could have access to the Unpublished Price Sensitive Information(UPSI) of the company are governed by this code. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulation.

14. Code of Conduct for Board Members and Senior Management

The Board of Directors, has laid down the Code of Conduct for all the Board Members and members of the senior management. The code is also placed on the companys website-www.mgfltd.com. A Certificate from the Chairman & Managing Director, affirming compliances of the said Code by all the Board Members and members of the senior management to whom the Code is applicable, is given here under:-

15. Governance Codes

Code of Business Conduct & Ethics

Regulation 17(5)(a) read with Regulation 26(3) of SEBI(LODR) Regulations, 2015 has affirmed compliance of the Code of Conduct applicable to the Board of Directors and Senior Management team. The said code is also available on the companys website viz. www.mgfltd.com.

16. Board /Committees:

To enable better and more focused attention on the affairs of the company, the Board has delegated responsibility to the Company Secretary to prepare a ground work for decision and report to the Board.

The Board is assisted by various committees, namely, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and the Corporate Social Responsibility (CSR) Committee. As per SEBI (LODR) Regulations, 2015, the composition, broad terms of reference and attendance of director of each committee is given hereunder:-

(a) Audit Committee

The term of reference of the Audit Committee are in line with Regulation 18 of SEBI(LODR) Regulations, 2015(specified in Part C of the Schedule II) and Section 177 of the Companies Act, 2013.

As on the date of this report, Committee (reconstituted on October 18, 2019) is comprising of Sh. Arun Mitter, Executive Director and Sh. Bharat Kumar, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon (Non Executive Independent Directors).

Chairman:

Sh. Bharat Kumar, Non Executive Independent Director, is the Chairman of the Audit Committee.

Sh, .M.K. Madan, Compliance Officer is the convener of the Audit Committee.

Broad Terms of Reference of the Audit Committee

i) To oversee the companys financial reporting process and to ensure that the disclosure of its financial statements are sufficient and credible;

ii) Recommending the appointment of statutory auditors, fixation of audit fee and approval for payment. Discussions with Statutory Auditors about the nature and scope of audit as well as post audit discussions to ascertain any area of concern.

iii) Reviewing with the management, the quarterly, half yearly and annual financial statements before submission to the Board for approval, with particular reference to:-

a) Matter required to be included in the Directors Responsibility Statement & to be included in the Boards Report in terms of Section 134(3 ) ( c ) of the Companies Act, 2013

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) To approve/modify the transactions with the related parties and also review the statement of significant related party transactions submitted by the management.

d) Whether the audit tests are appropriate and scientifically carried out.

e) Modified opinion(s)/qualifications in the draft Audit Report, if any

iv) Compliance with listing and other legal requirements relating to financial statements.

v) Ensuring compliance with regulatory guidelines.

vi) Reviewing with the management the adequacy of Internal Control Systems and ensuring suitable follow up action, where required.

vii) To fix record date/book closure of share transfer books of the company from time to time.

viii) To evaluate the internal financial control and risk management policies/system of the company.

ix) To review whistle blower mechanism of the company as per Whistle Blower Policy.

x) To review and scrutinize the loans, investments and guarantees.

xi) To recommend to the Board the appointment, remuneration and terms of appointment of Cost Auditors and also review the Cost Audit Report.

xii) To recommend to the Board the appointment, remuneration and terms of appointment of Internal Auditor and also review the Internal Audit Report.

xiii) To approve the appointment of Chief Financial Officer after assessing the qualifications, experience and background .

xiv) Any other matter referred to by the Board of Directors.

The Audit Committee also mandatorily review the following information:

(1) Management Discussion and Analysis of financial condition and results of operations;

(2) Statement of significant related party transaction as submitted by management.

(3) Management letters/letters of internal control weaknesses issued by the Statutory Auditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) To review the appointment, removal and terms of remuneration of the internal auditor.

(6) Statement of deviations, if any;

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7), if applicable.

c. The Audit Committee also looks into the matters that are specially referred to it by the Board of Directors besides looking into the mandatory requirements of SEBI(LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013.

During the year ended March 31,2020, the Committee met six times detailed as under:- Attendance of the Directors in the Audit Committee Meeting:

Sl No. Date of Meeting

Attendance of Directors

Sh. Bharat Kumar Sh. Arun Mitter Sh. Abhiram Seth* Sh. Onkar Nath Aggarwal Sh. Karun Pratap Hoon
1 May 29, 2019 Yes Yes No No Yes
2. Aug 13, 2019 Yes Yes No Yes Yes
3. Oct 18, 2019 Yes Yes No Yes Yes
4. Nov 13, 2019 Yes Yes No Yes Yes
5. Feb 13, 2020 Yes Yes No Yes Yes
6. Mar 19, 2020 Yes Yes No Yes Yes

*Resigned on October 10, 2019

Yes- attended No- not attended

As per the declarations received, none of the directors serve as an Independent Director in more than seven listed companies. Further, the Whole Time Director(s) in the company do not serve as an Independent Director in more than three listed companies.

(b) Stakeholders Relationship Committee.

As on the date of this report, this Committee, reconstituted on October 18, 2019, comprises of Sh. Rajiv Gupta, Chairman & Managing Director&CEO, Smt. Arti Gupta, Joint Managing Director, Sh. Arun Mitter, Executive Director and Sh. Bharat Kumar, Non Executive Independent Director, Sh. Onkar Nath Aggarwal, Non Executive Independent Director and Sh. Karun Pratap Hoon, Non Executive Independent Director.

Chairman

Sh. Onkar Nath Aggarwal, Non Executive Independent Director is the Chairman of the Committee Mr. M.K.Madan, Compliance Officer is the convener of the Committee.

Terms of Reference

The terms of reference of the committee includes enquiring into and redressing complaints of shareholders and investors and to resolve the grievances of the stakeholders of the company which are in line with Regulation 20 of SEBI(LODR) Regulations, 2015(Specified in part D of the Schedule II) and Section 178 of the Companies Act, 2013).

Attendance of Directors in the Stakeholders Relationship Committee Meetings:

During the year ended March 31,2020, the Committee met four times detailed as under :-

Sl No. Date of Meeting

Attendance of Directors

Sh. Rajiv Gupta Smt. Arti Gupta Sh. Arun Mitter Sh. Bharat Kumar Sh.O.N. Aggarwal** Sh.Abhiram Seth* Sh. Karun Pratap Hoon
1. May 20, 2019 Yes Yes Yes Yes - Yes Yes
2. Aug 13,2019 Yes Yes Yes Yes - No Yes
3. Oct 18, 2019 Yes Yes Yes Yes Yes No Yes
4. Jan 23, 2020 Yes Yes Yes Yes Yes No. Yes

*Resigned on October 10, 2019 ** Committee reconstituted and appointed Chairman of the Committee

Yes- attended No- not attended

None of the Directors who serve as a Whole Time Director in any listed company serve as Independent Director in more than three listed companies.

Details of Investors complaints received during the year ended March 31, 2020

Sl No. Description of Investor Grievances during the year No. of Complaints
1. Complaints pending at beginning of the year Nil
2. Complaints received during the Year Nil
3. Complaints disposed during the year Nil
4. Complaints unresolved at the end of the year Nil

Number of complaints pending with the company

No complaint was received during the year ended March 31,2020

( c ) Nomination and Remuneration Committee

The terms of reference of the Nomination and Remuneration Committee are in line with Regulation 19 of SEBI(LODR) Regulations, 2015(Specified in Part D of the Schedule II) and Section 178 of the Companies Act, 2013.

Broad Terms of reference of the Nomination and Remuneration Committee:

i) to deal with matters related to remuneration by way of salary, perquisites, benefits, etc to the Managing Director/Joint Managing Director/ Whole Time Director of the Company.

ii) to set guidelines for the salary and perks payable to senior employees of the company.

iii) The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Membership:

As on the date of this Report, this Committee, reconstituted on October 18, 2019, comprises of Sh. Rajiv Gupta, Chairman & Managing Director &CEO of the company, Sh. Bharat Kumar, Non Executive Independent Director, Sh.Onkar Nath Aggarwal, Non Executive Independent Director and Sh. Karun Pratap Hoon, Non Executive Independent Director.

Chairman

Sh. Bharat Kumar, Non Executive Independent Member is the Chairman of the Committee.

Sh. M.K. Madan, Compliance Officer, is the convener of the Committee.

During the year ended March 31,2020, the Committee met three times detailed as under:-

Attendance of the Directors in the Nomination and Remuneration Committee(NRC) Meeting.

Sl No. Date of Meeting

Attendance of Directors

Sh. Abhiram Seth* Sh Rajiv Gupta Sh Bharat Kumar Sh. Onkar Nath Aggarwal Sh. Karun Pratap Hoon
1. August 13, 2019 No Yes Yes Yes Yes
2. October 18, 2019 No Yes Yes Yes Yes
3. March 19, 2020 No Yes Yes Yes Yes

* Resigned on October 10, 2019 Yes- attended No- not attended

(d) Risk Management Committee Membership:

As on the date of this Report, this Committee, reconstituted, on October 18, 2019, comprises of Sh. Arun Mitter, Executive Director and Bharat Kumar, Non Executive Independent Director and Sh. Karun Pratap Hoon, Non Executive Independent Director.

Chairman:

Sh. Arun Mitter, is the Chairman of Risk Management Committee.

Sh. M.K. Madan, Compliance Officer, is the convener of the Committee Broad Terms of reference of the Risk Management Committee

i) To oversee the responsibility with regard to the identification, -

ii) Evaluation and mitigation of operational strategic and external environment risk.

iii) Responsible for reviewing and approving the risk disclosure statement in any public documents/disclosure.

iv) To coordinate its activities with the Audit Committee in instances where there is any overlap with the audit activities.

During the year ended March 31,2020, the Committee met once detailed as under:

Attendance of the Members in the Risk Management Committee

Sl No. Date of Meeting

Attendance of Directors

Sh.Arun Mitter Sh. Bharat Kumar Sh. Abhiram Seth* Sh. Karun Pratap Hoon
1. Oct 18, 2019 Yes Yes No Yes

*Resigned on October 10, 2019 Yes- attended No- not attended

(e) Corporate Social Responsibility(CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013, a Corporate Social Responsibility was formed by the Board of Directors.

As on the date of this Report, this Committee, reconstituted on October 18, 2019, comprises of Sh. Arun Mitter, Executive Director, Sh. Onkar Nath Aggarwal, Non Executive Independent Director, Sh. Bharat Kumar, Non Executive Independent Director and Sh.Karun Pratap Hoon, Non Executive Independent Director

Chairman

Sh. Onkar Nath Aggarwal Non Executive Independent Director, is the Chairman of the Committee.

Sh. M.K. Madan, Compliance Officer, is the convener of the Committee Terms of Reference of the Corporate Social Responsibility

(i) To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VI of the Companies Act, 2013.

(ii) To recommend the amount of expenditure to be incurred on the activities referred in CSR Policy

(iii) To monitor the CSR Policy of the company from time to time etc.

(iv) As per the provisions of Section 135 of the Companies Act, 2013, the company during this year, is not falling in the criteria as is prescribed in the said section and as such, CSR is not applicable.

During the year ended March 31,2020, the Committee met once detailed as under :- Attendance in the Corporate Social Responsibility(CSR) Committee

Sl No. Date of Meeting

Attendance of Directors

Sh. Arun Mitter Sh. Bharat Kumar Sh. Onkar Nath Aggarwal Sh. Abhiram Seth* Sh. Karun Pratap Hoon
1. Oct 18, 2019 Yes Yes Yes No Yes

*Resigned on October 10, 2019 Yes- attended No- not attended

17. Policy for appointment and remuneration

In terms of section 178(3) of the Companies Act, 2013 and Regulation 19 SEBI(LODR) Regulations, 2015 and as per the Listing Agreement, entered into by the company with the Stock Exchanges, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel(KMP), Senior Management and other employees of the company has been formulated by the Nomination and Remuneration Committee of the company and approved by the Board of Directors. The relevant extract of the aforesaid policy are given below and which is also available on the companys website mgfltd.com.

a. Identify persons who are qualified to become Directors, Key Managerial Personnel (KMP), Senior Management and other employees in accordance with the criteria laid down, and recommend to the Board, their appointment and removal.

b. Carry on the evaluation of every director including Independent Directors, Key Managerial Personnel, Senior Management and other employees performance.

c. Formulate criteria for determining qualifications, positive attributes and independence of a Director.

d. Recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees.

e. Undertake any other matters as the Board may decide from time to time. The company follows a market linked remuneration policy, which is aimed at enabling the company to attract and retain the best talent. Compensation is also linked to individual and team performance as they support the achievement of corporate goals. The company does not have an Employee Stock Option Policy.

18. GENERAL BODY MEETINGS:

(a) Annual General Meetings were held at The Executive Club, 439, Village Shahoorpur, PO. Fatehpur Beri,

New Delhi -110030 and 89th Annual General Meeting was held at M.P C.U. Shah Auditorium, Shree Delhi Gujrati Samaj Marg, Civil Lines, Delhi-110054 on the following time and dates:-

AGM. No. Year Date Time Special Resolutions passed required for
87th 2017 September 26, 2017 12.30.PM. Appointment of M/s Jagdish Chand & Co, Chartered Accountants as Statutory Auditors, Re-appointment of M/s PCK & Associates, Cost Auditors under Section 148 of the Companies Act, 2013, Related Party Transactions under Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 and modification in the remuneration payable to Sh.Rajiv Gupta, CMD, Smt. Arti Gupta, JMD and Sh. Arun Mitter, ED.
88th 2018 September 27, 2018 12.30 PM. Companys contribution to Bonafide and Charitable Funds, Reclassification of Promoter Group, Appointment of Sh. Karun Pratap Hoon, Re-appointment of M/s PCK & Associates, Cost Auditors, Continuity of Non Executive Independent Director after the age of 75 years and related Party Transaction.
89th 2019 September 25, 2019 11.30 A.M. To approve under Regulation 17(6(e) of SEBI(LODR) Regulations, 2015 remuneration payable to Sh. Rajiv Gupta (DIN:00022964), Smt. Arti Gupta (DIN:00023237) and Sh. Arun Mitter (DIN:00022941), Promoter Executors Re-appointment of Sh. Bharat Kumar, Non Executive Independent Director, Companys contribution to Bonafide and Charitable Funds, Related Party Transaction and ratification of Cost Auditors remuneration .

(b) Postal Ballot

The Board of Directors in their meeting held on February 13, 2020 accorded the approval to conduct the Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies(Management and Administration) Rules, 2014 to seek approval of the members for the following Special Resolutions:-

Resolution No. Particulars of the Resolution passed Section of the Companies Act, 2013 and Memorandum & Articles of Association under which the resolution were passed
1 Su-division of Equity Shares of the company having a face value of Rs.10/-each into 2(two) equity shares of the face value of Rs. 5/-each Section 61,64 of the Companies Act, 2013
2 Alteration of Capital Clauses of the Memorandum of Association ("MOA") of the Company Section 13, 61,64 and other applicable provision of the Act
3. Alteration of Share Capital & Variation of Rights Clause-Article 2(a) and 2(b) of the Articles of Association("AOA") of the company Section 13, 61,64 and other applicable provision of the Act

(c) Procedure of the Postal Ballot

The Postal Ballot process was conducted in a fair and transparent manner in accordance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies(Management and Administration)Rules, 2014.

Ms. Anjali Yadav, Practising Company Secretary(FCS No.6628 CP No.7257) was appointed as scrutinizer for conducting the Postal Ballot Process (physical and e-voting of the Postal Ballot), together with statement setting out the material facts concerning each item of Special Business pursuant to the provisions of Section 102 of the Companies Act, 2013 , Postal Ballot Form and self addressed & postage prepaid envelope were despatched to all the members of the company and all other persons entitled to receive the same. Further the company had also provided the e-voting facility to enable the members to cast their votes electronically.

According to the Postal Ballot Notice, the voting period commenced on February 28, 2020(at 9.00 A.M) and ended on March 28, 2020(5.00.PM.) for physical ballots and as well as for e-voting. The votes cast under remote e-voting facility were unblocked immediately after completion of voting hours at 5.07 PM. on March 28, 2020 and the e-voting summary statement was downloaded from e-voting website of Central Depository Services(India) Limited).

The Equity Shareholders holding shares as on Cut off date i.e. February 21,2020 were entitled to vote on the resolutions as stated in the Notice of the Postal Ballot. The shareholders by way of Special Resolutions passed the resolutions. The Scrutinizer submitted her report as under:-

A. Resolution no.1(Special Resolution)

1. Sub-division of Equity Shares of the company having a face value of Rs.10/- each into 2 (two) equity shares of the face value of Rs.5 (five) each

The Results of the voting is as under:-

Voted in favour of the Resolution

Number of Members voted Number of votes cast by them % of total number of valid votes cast in favour
E-voting 48 14409503 99.92
Ballot 58 11684 0.08
Total 106 14421187 100

Votes against the resolution:

Number of Members voted Number of votes cast by them % of total number of valid votes cast against
E-voting 0 0 0
Ballot 0 0 0
Total 0 0 0

In valid Votes:

Total number of members whose votes were declared invalid Total number of invalid votes
2 111

B. Resolution No.2 (Special Resolution)

2. Alteration of Capital Clause of the Memorandum of Association ("MOA")of the company

The Result of the voting is as under:- Voted in favour of the Resolution:-

Number of Members voted Number of votes cast by them % of total number of valid votes cast in favour
E-voting 48 14409503 99.92
Ballot 57 11295 0.08
Total 105 14420798 100

Voted against the resolution

Number of Members voted Number of votes cast by them % of total number of valid votes cast against
E-voting 0 0 0
Ballot 1 389 0
Total 1 389 0

In valid Votes:

Total number of members whose votes were declared invalid Total number of invalid votes
2 111

C Resolution No.3(Special Resolution)

3. Alteration of Share Capital & Variation of Rights Clause - Article 2(a) and 2(b) of the Articles of Association ("AOA") of the company

The Result of the voting is as under:-

Voted in favour of the Resolution-

Number of Members voted Number of votes cast by them % of total number of valid votes cast in favour
E-voting 48 14409503 99.92
Ballot 56 10945 0.07
Total 104 14420448 99.99

Voted against the resolution

Number of Members voted Number of votes cast by them % of total number of valid votes cast against
E-voting 0 0 0
Ballot 2 739 0.01
Total 2 739 0.01

In valid Votes:

Total number of members whose votes were declared invalid Total number of invalid votes
2 111

Subsequent to the resolutions passed, the permission from the Stock Exchanges was obtained and also new ISIN No. INE861B01023 was activated by NSDL/CDSL. The shares were sub-divided as on Monday, June 22, 2020, the Record Date, from the face value of Rs. 10/-each to the face value of Rs.5/-each.

19. Other Disclosures:-

a) Transaction with Non Executive Directors

The Non Executive Directors of the company do not have any material pecuniary relationship or transactions vis-a-vis company except sitting fee for attending the Board Meeting.

b) Shareholding of Directors

The shareholding details of the directors as at March 31,2020 are included in Form MGT-9 forming part of the Directors Report which is also disclosed in item No 7 of this Corporate Governance Report.

c) Accounting Standards/Treatment

The company has complied with the applicable Indian Accounting Standards(Ind AS) specified u/s 133 of the

Companies Act, 2013. The financial statements for the year have been prepared in accordance with and in compliance of Schedule III notified by the Ministry of Corporate Affairs(MCA).

d) Number of shares pending for transfer:

No shares were pending for transfer as on March 31,2020.

(e) Affirmations and Disclosures

The company has complied with all mandatory requirements as stipulated in schedule V(c) of the SEBI (LODR) Regulations. The disclosures of the compliance of Corporate requirements specified in Regulation 17 to 27 of the SEBI(LODR) Regulations, have been made in the Corporate Governance Report. All the details required under clauses (b) to (m) (except clause (h) which is not applicable at present of sub regulation (2) of Regulation 46 of the said Regulation are displayed on the website www.mgfltd.com

Matrix setting out the skills/expertise/competence of the Board of Directors

The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the company which are currently available with the Board:

- Understanding of the companys business policies, values, vision, goals, strategic plan, Corporate Governance.

- Accounting and Financial skills

- Strategic thinking and decision making

- The eligibility of a person to be appointed as a Director of the company is dependent on whether the person possesses the requisite skills as identified by the Board as above.

- All the Directors of the company possess the above requisite skills, expertise and competencies as identified by the Board.

(f) Disclosure with. respect to Demat Suspense Account/Unclaimed Suspense Account

The company does not have any shares in the demat suspense account or unclaimed suspense account.

g) Details of capital market non compliances, if any,

There was no non compliance by the company of any legal requirements; nor has there been any penalty/stricture imposed on the company by any Stock Exchanges, SEBI or any Statutory Authority on any matter related to capital markets during the last three years except the penalty levied by BSE during the year ended March 31,2017 which was duly reported in the Corporate Governance Report of the relevant year.

h) Disclosure to the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted

1. The Board- The Chairman of the company at present is Executive Director and the company has adequate facility at its Registered Office to maintain an office for the Chairman.

2. Shareholders Rights- The quarterly and year to date financial statements are disseminated through Stock Exchanges, published in newspapers and also uploaded on companys website.

3. Modified opinion(s) in audit report- The Statutory Auditors of the company have issued an unqualified Audit Report on the Standalone Financial Results & Statements of the company for the year ended March 31, 2020. Also, in the case of Consolidated Financial Result, this has been fully explained in the Directors Report.

4. Separate posts of Chairman & CEO- The company, at present, has the same person as Chairman & CEO.

5. Reporting of Internal Auditor- The Internal Auditor Reports directly to the Audit Committee

i) Details of Compliance with mandatory requirements and adoption of the non mandatory requirements

(i) Mandatory requirements

The company has complied with all the mandatory requirements of SEBI(LODR) Regulations, 2015.

(ii) Non-mandatory requirements

Adoption of non mandatory requirements in compliance of Regulation 27(1) of SEBI(LODR) Regulations, 2015 is being reviewed by the Board from time to time.

j) Policy for determining ‘Material Subsidiaries

The company does not have a Material Subsidiary as defined under Regulation 16(1) ( c ) of the Securities and Exchange Board of India(Listing Obligations and Disclosures Requirements) Regulations, 2015[Listing Regulations]. The Board shall formulate a policy to determine Material Subsidiary as and when considered appropriate in the future.

k) Compliance Certificate

The CEO and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, 2015.

l) Related Party Transactions (RPTs)

The company enters into various transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 in its ordinary course of business. All the RPTs are undertaken in compliance with the provisions set out in Companies Act, 2013 and Regulation 23 of SEBI(LODR) Regulations, 2015. The Audit Committee and the Board of Directors of the company have formulated the policy on dealing with RPTs and a policy on materiality of RPTs which is uploaded on the website of the company. There were no materially significant transactions with related parties during the financial year. A statement in summary form of transactions with related parties in the ordinary course of business and arms length basis is periodically placed before the Audit Committee for its review. Omnibus approval invariably is obtained for transactions which were repetitive in nature. The company has in place a Policy on dealing with Related Party Transactions and which has been posted on the website of the company at www.mgfltd.com. The company does not have a Material Subsidiary as defined under Regulation 16(1) ( c ) of the Securities and Exchange Board of India(Listing Obligations and Disclosures Requirements) Regulations, 2015 [Listing Regulations]. The Board shall formulate a policy to determine Material Subsidiary as and when considered appropriate in the future.

m) Risk Management

Business risk evaluation and management is an on going process within the company. The assessment is periodically examined by the Board.

n) Disclosure of Accounting Treatment

There is no deviation in following the treatment prescribed in any Indian Accounting Standards (Ind AS) in the preparation of financial statements of the company. Adoption of non mandatory requirements in compliance of Regulation 27(1) of SEBI(LODR) Regulations, 2015 is being reviewed by the Board from time to time.

o) Management:

Management Discussion and Analysis Report:

The Company has provided a detailed Management Discussion and Analysis Report in Annexure B forming part of the Directors Report.

- Recording Minutes of proceedings at Board and Committee meetings

The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. Draft minutes are circulated to all the members of the Board/Committee for their comments. The minutes are entered in the Minutes Book within 30( thirty) days from the conclusion of the meeting.

- There were no qualifications, reservations, observations or adverse remarks made by the Secretarial Auditor in their report.

- The company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated 15th November, 2018 is not required to be given

- There were no instances of raising of funds through preferential allotment or qualified Institutions placement as specified under Regulation 32(7A) of the Listing Regulations.

- A certificate from M/s Anjali Yadav & Associates, Company Secretaries, as to the Directors of the company not being debarred or disqualified is annexed herewith as per Annexure ‘E.

- During the year 2019-20, the total fees for all services to be paid by the company to Statutory Auditors, M/s Jagdish Chand & Co, Chartered Accountants is Rs 6, 21,000 ( Rs 6, 85, 000 previous year).

Whistle Blower Policy/Vigil Mechanism

In compliance of Regulation 22 of SEBI(LODR) Regulations, 2015, Whistle Blower Policy is available on the companys website viz, mgfltd.com.

The Company believes in the conduct of affairs in a fair and transparent manner adopting highest standards of professionalism, honesty, integrity and it is committed to developing a culture where every employee is safe to raise concerns about any poor or unacceptable practice and any event of misconduct.

a) Regulation 22(2) of SEBI(LODR Regulations, 2015 has established the Whistle Blower Policy for Directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of any of law or companys conduct of conduct, mismanagement, gross waste or misappropriation of companys funds.

b) Where violation does not affect an individual directly but is detrimental to the organization interest and also where individuals hesitate to report such violation out of fear and indifference, the Whistle Blower Policy provide a way for an individual to report violation without fear of victimization.

c) Whistle Blower is protected from any kind of discrimination, harassment, victimization or any other unfair employment practice.

d) The Audit Committee has been authorised to decide the case and recommend action which is deemed fit considering the gravity ofthe matter after completion of investigating proceedings within four weeks to the Chairman of the Audit Committee.

e) Any two members of the Audit Committee will report to the Chairman of the action to be taken.

f) The Director in all cases and employee in appropriate or exceptional cases shall have direct access with the Chairman of the Audit Committee.

g) The Company has complied with the requirements of Corporate Governance Report as mentioned in sub-paras (2) to (10) of Schedule V of the SEBI(LODR) Regulations, 2015

The company has complied with all the mandatory requirements of Listing Regulations, in respect of corporate governance which includes Mandatory and Non Mandatory requirements

CODE OF CONDUCT FOR DISCLOSURE UNDER SEBI (PROHIBITION OF INSIDER TRADING)REGULATIONS, 2015

Code of Conduct for Disclosure under SEBI( Prohibition of Insider Trading)Regulations, 2015, as amended, is available on the companys website mgfltd.com

Code of Conduct for Directors and Senior Management

The Board of Directors of the company has adopted a Code of Conduct for directors and senior management and the same is available on the website of the company i.e. http//www.mgfltd.com.

20. Policy on Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year no complaints of sexual harassment were received.

21 Nomination Facility:

Members are eligible to file their nominations against shareholdings. Nomination Forms are available at the Registered Office i.e.MGF House, 4/17-B, Asaf Ali Road, New Delhi-110002. Those interested in getting the facility of nominations may write to the Company Secretary for a copy of the prescribed Nomination Form.

22 Means of Communication

Quarterly/Half Yearly Financial Results of the company are forwarded to BSE Limited and NSE Ltd and published in Financial Express and Mahalaxmi newspapers. Half-yearly report is not sent to each household of members as the results of the company are published in the newspapers. In addition to the above, the results are also available on the companys website: http://www.mgfltd.com for the information of all the members.

Company has not made any presentation to any Institution Investors/Analyst during the year. Company has its own website and all the vital information relating to the company is displayed on the website. Address of the website is http://www.mgfltd.com

23 Prevention of Insider Trading

In compliance with the SEBI(Prohibition of insider Trading) Regulations, 2015, the company has adopted Code of Practices and procedures for Fair Disclosure and Code of conduct to regulate, monitor and report trading by insiders. The code advise procedures to be followed and disclosures to be made, while dealing in shares of the company and cautioning them on consequences of non compliances.

24. General Shareholders Information :

Compliance Officer Mr. M.K. Madan
Registered Office(address for correspondence) MGF House, 4/17-B, Asaf Ali Road, New Delhi-110002
Annual General Meeting(Date, time and venue) The company is conducting meeting through VC/OAVM pursuant to the MCA Circular dated May 5, 2020 and as such, there is no requirement to have a venue for the AGM. For details, please refer to the Notice of this AGM
Financial Year The Financial Year of the company ends on 31st March each year.
Listing of Stock Exchanges 1. BSE Limited P. J Towers, Dalal Street, Mumbai-400001.
2. The National Stock Exchange of India Ltd, Bandra Kurla Complex, Mumbai-400051 Listing fees have been paid upto the year ending 31st March, 2021 to each of the Stock Exchanges
Stock Code BSE: 501343 NSE: MOTOGENFIN
ISIN INE861B01023
Demat of Shares Available on National Securities Depository Ltd(NSDL) and Central Depository Services(India) Ltd(CDSL) 94.46% of the companys shares are in dematerialized mode. Annual Custodial charges have been paid to both Depositories upto 31st March, 2021.

25. Financial Calendar

(Tentative schedule)
Financial reporting for the quarter ended June 30, 2020 Within 45 days of the close of the quarter i.e. August 14, 2020
Financial reporting for the quarter and half ended September 30, 2020 Within 45 days of the close of the quarter i.e. November 14, 2020
Financial reporting for the quarter ended December 31, 2020 Within 45 days of the close of the quarter i.e. February 14, 2021
Financial reporting for the quarter and year ended March 31,2021 Within 60 days of the close of the quarter i.e. May 30, 2021

26. Shareholders Information

i) Annual General Meeting : Monday, the September 28, 2020 at 11.30 a.m.
ii) Date of Book Closure : Tuesday, the September 22, 2020 to Monday,
the September 28, 2020 (both days inclusive)

27. Dematerialization of Shares

94.46% of the Equity shares of the company have been dematerialized as on March 31,2020. The companys shares can be traded only in dematerialized form as per SEBI notification. The company has entered into an agreement with NSDL and CDSL whereby shareholders have the option to dematerialize their shares with either of the depositories. The companys shares are regularly traded on BSE and NSE.

28 Share Transfer System

All the requests received from shareholders for transmission, etc are processed by the Share Transfer Agent of the company within the stipulated time as prescribed in the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 or in any other applicable law.

29 Registrar and Share Transfer Agents :

In compliance with SEBI directive M/s Alankit Assignments Ltd, 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055. Tel No.011-42541234/23541234 are carrying on assignment of transmission process. However, keeping in view the convenience of members, documents relating to the shares are continued to be received by the company at its Registered Office, at MGF House, 4/17-B, Asaf Ali Road, New Delhi-110002, Telephone Nos. 011-23272216-18 & 011-23276872.

30 Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the members, surviving joint holders/legal heirs be furnished to the company while obtaining the services of transposition and transmission of shares.

31 Credit Rating

In view of the present business activity, credit rating from an approved Rating Agency is not applicable.

32. Compliance Officer:

Sh. M. K. Madan

Vice President & Company Secretary & CFO (ACS-2951)

Phone No.011-23276872

33. Company Secretary:

Mr.M.K.Madan

Vice President & Company Secretary &CFO (ACS-2951)

34. Address for Correspondence:

Registered Office:

The Motor & General Finance Limited MGF House, 4/17B,

Asaf Ali Road, New Delhi - 110 002.

Ph: 011-23272216-18, 011-23276872 & Fax: 23274606 E-mail : mgfltd@hotmail.com Website : www.mgfltd. com.

CIN No.L74899DL1930PLC000208 GST No.07AAACT2356D2ZN

35. Name and address of each Stock Exchange(s) at which the companys securities are listed and a confirmation about the payment of Annual Listing fee to each such Stock Exchange(s)

36. Stock Code of the Company: BSE Limited (BSE), Mumbai

Electronic Mode : INE861B01023
Scrip Name : The Motor & General Finance Ltd
Scrip Code : 501343

National Stock Exchange of India Ltd( NSE)

Electronic Mode : INE861B01023
Scrip Name : The Motor & General Finance Ltd
Scrip Code : Motogenfin

Equity shares in Demat Form : INE861B01023

Depository Connectivity : NSDL and CDSL

37. Market Price Data: (As obtained from BSE & NSE)

(BSE)

(NSE)

Month & Year High Low High Low
April, 2019 52.95 40.50 48.95 42.25
May, 2019 49.00 31.00 43.85 29.65
June, 2019 43.90 34.00 42.00 34.95
July, 2019 45.60 36.50 44.05 36.50
Aug, 2019 41.50 32.90 32.30 32.30
Sep, 2019 41.90 37.90 42.40 35.25
Oct, 2019 40.80 30.40 32.65 29.55
Nov, 2019 39.00 32.00 35.15 31.85
Dec, 2019 44.00 33.30 38.50 31.65
Jan, 2020 43.30 30.05 33.75 31.10
Feb, 2020 39.00 29.50 31.80 27.30
Mar, 2020 38.75 21.50 26.55 20.95

Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index, etc:

Category of Shareholding as on March 31, 2020

S.No Category No. of Shares held % of Shareholding
A Promoters * 12987448 67.071%
B Non Promoter Holding - -
Mutual Funds and UTI - -
Banks, Financial Institutions, Insurance Companies(Central/State Government Institutions/Non Government Institutions) 1044 0.005%
C Others
Private Corporate Bodies 313949 1.622%
Indian Public 4577098 23.638%
NRIs/OCBs/FIIs/Trust/Custodian 1484056 7.664%
Total 19363595 100.00%

* includes persons acting in concert.

38. Distribution of Companys Shareholding as on March 31, 2020:

Category

Shareholders

No. of Shares(Rs 10/- per share)

Percentage(%)

Physical Demat Total Physical Demat Total Physical Demat Total
Upto 5000 2877 4320 7197 5696230 12055760 17751990 2.94% 6.23% 9.17%
5001-1000 19 43 62 1188050 3043430 4231480 0.61% 1.57% 2.19%
10001-20000 6 19 25 873430 2618360 3491790 0.45% 1.35% 1.80%
20001-30000 3 5 8 708990 1101590 1810580 0.37% 0.57% 0.94%
30001-40000 0 2 2 0 769350 769350 0.00% 0.40% 0.40%
40001-50000 2 4 6 906030 1776890 2682920 0.47% 0.92% 1.39%
50001-100000 2 7 9 1344510 6131660 7476170 0.69% 3.17% 3.86%
100000 & above 0 27 27 0 155421670 155421670 0.00% 80.26% 80.26%
Total 2909 4427 7336 10717240 182918710 193635950 5.53% 94.47% 100.00%

Company has split face value of equity shares from Rs. 10/- per equity share to Rs.5/- per equity share as approved by the shareholders of the company through Postal Ballot on 30th March, 2020 with record date on Monday, 22nd June, 2020, As per Ind AS- 33, earning per share calculations for all the years/periods are based on new number of equity shares.

38(a) In case the securities are suspended from trading, the Directors Report shall explain the reason of:

Not Applicable

39. Details of Total Fees paid to Statutory Auditors

The details of total fees for all services paid by the company on consolidated basis, to the statutory auditors and all entities in the network entity of which statutory auditors is a part, are as follows:-

Particulars For the financial year ended March 31, 2020 For the financial year ended March 31, 2019
Audit Fee 3,25,000 3,25,000
Tax Audit 75,000 75,000
Other Services 2,21,000 2,85,000
Total 6,21,000 6,85,000

40 Certification of Financial Reporting and Internal Controls / (CEO/CFO certificate)

In accordance with Regulation 18(3) of SEBI(LODR) Regulations, 2015, Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer &CFO of the company, have inter-alia, certified and confirmed to the Board about the correctness of the financial statements, adequacy of internal control measures and matters to be reported to the Audit Committee.

41 Going Concern

The directors are satisfied that the company has adequate resources to continue its business for the foreseeable future and consequently consider it appropriate to adopt the Going Concern basis in preparing the financial statements.

42 Outstanding GDRs/ADRs/Warrants/Options or any Convertible instrument, conversion date and likely impact on Equity:

As on March 31,2020 - NIL

43 Commodity price risk or foreign Exchange risk and hedging activities

as on March 31,2020 - NIL

44 Dividend Payment

No dividend has been declared after financial year ended 2010-11

45 Compliance:

A certificate has been obtained from the Statutory Auditors of the company regarding compliance of conditions of Corporate Governance and is attached to this report..