Motor & General Finance Ltd Directors Report.

Your Directors are pleased to present the 89th Annual Report on the business and operations of the company and the accounts for the financial year ended March 31,2019.

Financial Summary

The Boards Report is prepared based on the Standalone Financial Statements of the company.

(Rs. in lacs)

Financial Results Year ended March 31, 2019 Year ended March 31, 2018
Gross Profit before depreciation, finance cost and provisioning (149.49) 340.71
Less: Finance Cost 125.89 389.34
Less: Depreciation including impairment and property reserves 145.87 117.35
Profit /(Loss) before exceptional items and tax (421.25) (165.99)
Exceptional Items - -
Profit /(Loss) before, tax (421.25) (165.99)
Tax expense (101.99) (93.30)
Profit(/Loss) for the year (319.26) (72.69)
Other Comprehensive income(net of tax) 0.16 3.87
Total comprehensive income for the year (319.10) (68.82)

The financial statement for the year ended on March 31,2019 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 in a true and fair manner. Revenue from operations on Standalone basis which includes rent from properties as on March 31, 2019 amounts to Rs. 1053.52 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 31,2019 which, remained at Rs. 1936.35 lakhs.

3. Change in Nature of Business

There has been no change in the nature of business of the company during the financial year 2018-19.

4. Transfer to Reserves

The company has not transferred any amount to General Reserves for the financial year ended March 31,2019.

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

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 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.

8. 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.

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.

9. 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.

10. 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 as specified in SEBI Listing Regulations.

11. Extract of Annual Return

Details forming part of the extract of Annual Return as on March 31,2019 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 in this report as Annexure "C" and forms an integral part of this report.

12. Directors Retiring by Rotation

The company in total has 7 (Seven) Directors out of which 4 (Four) Directors are Non Executive Independent Directors and 3 (Three) are Executive Directors including one Woman Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 as required under Regulation 36 of the SEBI(LODR) Regulations, 2015 read with Article 60(e) of the Articles of Association of the company, Sh. Rajiv Gupta(DIN:00022964), Chairman & Managing Director &CEO, Smt. Arti Gupta(DIN:00023237), Joint Managing Director and Sh. Arun Mitter(DIN:00022941), Executive Director shall retire by rotation at the ensuing 89 Annual General Meeting and being eligible, offer themselves for re-appointment. Profile of these Directors, as required by Regulation 36(3) of the SEBI(LODR) Regulations,2015 and other applicable provision(s) is given in the Notice convening the forthcoming AGM.

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

13. 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 Board’s Report.

14. 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.

15. 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), Sh. Abhiram Seth (DIN:00176144) and Sh. Karun Pratap Hoon(DIN:052025664) regarding their independence pursuant to Section 149 of the Act and Regulation 16 of Listing Regulations.

16. Re-appointment of Chairman & Managing Director &CEO, Joint Managing Director & Executive Director

The Board on the favourable recommendations of Nomination & Remuneration Committee proposed that on the expiry of term i.e. August 12, 2019 Sh. Rajiv Gupta, Chairman & Managing Director & CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director be re-appointed for a further period of three years i.e. from August 13,2019 to August 12,2022 on the existing terms & conditions. Further to comply with Regulation 17(6)(e) of SEBI(LODR) Regulations, 2015, as amended, resolution has been placed before the Members to seek their consent for payment of remuneration to Sh. Rajiv Gupta, Chairman & Managing Director & CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director & promoters of the company or member of the promoter group on such terms & conditions as approved by the members by way of Special Resolution through Postal Ballot dated March 29,2019 & notwithstanding that the annual aggregate remuneration payable to them exceeds 5% of the net profits of the company as calculated under Section 198 of the Companies Act,2013 in any year during the tenure of their appointments viz upto August 12,2019 and renewal of the term from August 13,2019 to August 12,2022 on the existing terms & conditions.

17. Re-appointment of Independent Directors

The first term of Sh. Bharat Kumar, Non Executive Independent Director expires on September 17,2019. 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, 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. Bharat Kumar for another term of five consecutive years commencing from September 18,2019 to September 17,2024, not liable to retire by rotation. In terms of Regulation 17(1A) of the Listing Regulation approval of the members of the company is also required for continuation of directorship exceeding the age of 75 years of Sh. Bharat Kumar during his second term of his appointment. Accordingly appropriate resolution is placed before the members for approval. Necessary details are given in the resolution & explanatory statement in accompanying notice of the ensuing 89 AGM of the company, Sh. Bharat Kumar 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 & Regulation 16(1)(b) of the Listing Regulations.

As on the date of this Report, the Board of Directors have decided that pending approval of the application made under Regulation 31A of SEBI(LODR) Regulations,2015, duly amended to the Stock Exchanges, the matter regarding re-appointment of Sh. Abhiram Seth, Non Executive Independent Director for a further period of five years starting from September 18, 2019 will be taken up at a later date.

18. Number of Meeting of Board of Directors

7 (seven) meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the company and its Committees convened during the financial year 2018-19 are given in the Corporate Governance Report which forms part of this Annual Report.

19. 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 informed the company about their Directorship and Membership on the Board/Committees of the Board of other companies. As per the disclosures received, none of the Directors of the company hold Memberships/Chairmanships of more than the prescribed limits across all companies in which he/she is a Director.

20. Director’s 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:-

i) In the preparation of the annual accounts for the financial year ended March 31,2019, applicable Accounting Standards and Schedule III of the Companies Act,2013(including any statutory modification(s) or en-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

ii) Such accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31,2019 and of the Loss of the company for the year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013(including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a ‘Going Concern’ basis;

v) Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and operating effectively; and

vi) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

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

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

Pursuant to provisions of part VII of the Schedule IV of the Companies Act,2013 and regulation 25 of the SEBI Obligations and Disclosures Requirements)Regulations,2015, a separate meeting of Independent Directors was held on March 15,2019 for transacting the business enumerated under said provisions and also Non Independent Directors and the Executive Directors of the company were evaluated by the Independent Directors of the company in the said separate meeting.

The formal Annual evaluation of the Board as a whole, Chairman of the Company, Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Risk Management Committee and all the Directors were undertaken in the Board Meeting.

More details on the same are provided in the Corporate Governance Report which forms part of this Annual Report.

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

The company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and rules framed therein. During the year, no complaint pertaining to sexual harassment was received.

23. Vigil Mechanism Policy

In compliance with the provisions of Section 177(9) of the Companies Act,2013 read with the Rules made there under, the Company has instituted a Whistle Blower Mechanism which, inter-alia, facilitates its employees to report genuine concerns. The mechanism provides for adequate safeguards against victimisation of persons using the mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The policy is available on the Company’s website at http/ www.mgfltd.com

24. 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 company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

25. Particulars of Loans/Advances/Investments as required under the Listing Regulations

The details of related party disclosures with respect to loans/advances/investments during the year, as required under Part A of Schedule V of the Listing Regulations have been provided in the Financial Statements of the company. Term Loan from Kotak Mahindra Bank Limited is secured against the securities of mutual funds ,shares etc. held by the directors and their family members and group entities .

26. Related Party Transactions

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

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.

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.

There are no materially significant related party transactions that may have potential conflict with the interest of the company at large. 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.

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.

27. Board Meetings

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board/Committee Meetings which is ordinarily intimated 7 (seven) days 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.

28. 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.

29. Audit & Auditors

Statutory Auditors

At the 87 Annual General Meeting held on September 26,2017, the members approved appointment of M/s. Jagdish Chand & Co, Chartered Accountants(firm Regd No.000129N) to hold office from the conclusion of 88 Annual General Meeting until the conclusion of 92nd Annual General Meeting on such remuneration as may be fixed by the Board on the recommendation of 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 auditor’s 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 Auditor’s remuneration for the year 2019-20. The members are requested to approve the same.

The Statutory Audit Report for the year 2018-19 for Standalone Financial Results does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

30. Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act,2013 and Rules made there under & on the recommendations of the Audit Committee, M/s PCK & Associates, Cost Accountants(Firm Regd No.00514) were re-appointed as the Cost Auditors of the company for the Financial Year ending 2018-19 at a remuneration of Rs. 40,000 plus GST, as applicable. As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditors, forms part of the notice.

31. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 made there under, the Board has re-appointed M/s Anjali Yadav & Associates, (FCS No.6628 & CP No.7257) Company Secretaries as the Secretarial Auditor to conduct and audit the secretarial records for the Financial Year 2018-19.

The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith as per Annexure ‘D’ & D’1’ in Form No. MR-3 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

Pursuant to the approval given on April 10, 2015 by Central government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on meetings of the Board of Directors(SS-1) and General Meetings(SS-2) came into effect from July 1, 2015. These Secretarial Standards were then revised and were made effective from October 1, 2017. The company is in compliance with the same.

M/s Anjali Yadav & Associates, Secretarial Auditor have also been appointed as scrutinizer to scrutinize the e-voting process.

Further, in terms of the provisions of the Circular No.CIR/CFD/CMD1/27/2019 dated February 8,2019 issued by SEBI, the company has obtained the Annual Secretarial Compliance Report, thereby confirming compliance of the applicable SEBI Regulations and circulars/guidelines issued there under, on behalf of the company. Refer Annexure ‘F ‘

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

32. 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.

33. 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’.

34. 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 2018-19 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 qualified opinion given by an Independent firm of Chartered Accountants on the audit report on the financial statement of Jayabharat Credit Limited, an associate company which are self explanatory and does not require any further comments/clarification by the Board of Directors of the company. In the Emphasis of Matter included in Auditors Report of another Associate Company viz India Lease Development Limited ,the audit opinion of the financial statements in respect of these matters is not qualified.

35. 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 the following committees:-

i) Audit Committee

As on the date of signing of this report the Audit Committee comprises of 5 (Five) Directors, namely, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar, Sh. Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon , 4(Four) 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.

ii) Nomination & Remuneration Committee

As on the date of signing of this report Nomination & Remuneration Committee comprises of 5(five) Directors namely, Sh. Rajiv Gupta, Chairman & Managing Director & CEO of the company, Sh. Bharat Kumar, Sh. Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon. Out of 5(five) Directors, 4 (four) Directors are Independent Directors. Sh. Abhiram Seth, a Non Executive Independent Director, is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy on the Directors & KMP’s appointment and other details as is required under Section 178(4) of the Act 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 & Managing Director & CEO, Smt. Arti Gupta, Joint Managing Director, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar, Sh. Abhiram Seth and Karun Pratap Hoon, Independent Directors. Out of 6( six) Directors, 3 (three) Directors are Non Executive Independent Directors. Sh. Abhiram Seth, 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 issue 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, Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, Non Executive Independent Directors. Out of 4(four) Directors, 3(three) Directors are Independent Directors . Sh.Abhiram Seth, Non Executive Independent Director is the Chairman of the Committee.

v) Risk Management Committee

The Committee was reconstituted on March 29,2019.Risk Management Committee comprises of 3(three) Directors, namely,Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar and Sh. Abhiram Seth, Non Executive Independent Directors. Out of three Directors, 2(two) Directors are Non Executive Independent Directors. Sh. Arun Mitter, Executive Director, is the Chairman of the Committee.

36 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) etc are available on company’s website www.mfgltd.com

37. 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 company’s 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 company’s website www.mgfltd.com

38. CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations, the CEO/FCFO certificate for the financial year 2018-19 signed by Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, Vice President & Company Secretary &CFO, was placed before the Board of Directors of the company at their meeting held on August 13,2019.

39. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act,2013 read with Rules 5(1), 5(2) and 5(3) of the Companies(Appointment and Remuneration of Mangerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned which forms part of this report.

40. Investor Education & Protection Fund(IEPF)

Pursuant to Section 124(5) of the Act read with IEPF Authority(Accounting, Audit, transfer & Refund) Rules,2016 ("The Rules") all unpaid & unclaimed Dividend for the financial year 2010-11 after the completion of continuous seven years & in accordance with the aforesaid provisions, Rs. 6,46,706 was transferred to IEPF. Further pursuant to provision of Section 124(6) of the Act, such shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years was transferred to Demat Account maintained by IEPF authority and accordingly, 125748 equity shares of the company were transferred to the Demat Account maintained by IEPF authority. The dividend & equity shares, once transferred, can only be claimed by the concerned shareholder(s) from IEPF authority after complying with the procedures prescribed under the Rules & the amended Rules.

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

The Company had, at its Annual General Meeting held on September 27, 2018 obtained the approval of the shareholders for re-classification of the Persons wrongly classified in the ‘Promoter Group’ category to Public category as per Regulation 31A of SEBI(LODR) Regulations, 2015.

Subsequent thereto, the Company had made applications to the Stock Exchanges for their approval for the aforementioned re-classification. The company has yet to receive the approvals from Stock Exchanges for the re-classification from Promoter Group to Public category.

42. 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.

43. 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.

44. 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)

March 31, 2019 March 31, 2018
a) Technology It is not applicable It is not applicable
b) Conservation of Energy -do- -do-
c) Transactions in Foreign Currency Nil Nil
a) Expenditure in Foreign Currency
i) Repayment of Foreign Currency loan - -
ii) Interest on Foreign Currency Loan - -
iii) Travelling Expenses Rs. 1.64 lacs Rs. 1.91
b) Shares held by Non Resident Shareholders 167879 173316
No. of Shareholders 33 34

The company had no earnings in foreign exchange

45. E-mail ID for Investor’s Grievances

In compliance 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.

46. Listing Fee

The listing fee for the year 2019-20 has already been paid to the credit of both the stock exchanges.

47. Statutory Disclosures.

- A copy of the audited financial statements for each of the company’s, associates will be made available to the members of the company, seeking such information at any point of time upto the date of AGM.

- The audited financial statements of the said 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 company’s website at www. mgfltd.com.

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

- Cash Flow Statement for Financial Year 2019 is attached to the Balance Sheet.

48. Sexual Harassment Policy

The company has a policy of sexual harassment at the work place, the Company has complied with the provisions relating to the constitution of internal complaints Committee under Sexual Harassment of Woman at Workplace(Prevention, Prohibition and Redressal) Act,2013. There was no case reported during the year under review under the said policy.

49. Acknowledgements

Directors place on record their thanks for the assistance and cooperation received from banks 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.

Place: New Delhi (RAJIV GUPTA) (ARTI GUPTA)
Dated: August 13, 2019 CHAIRMAN & MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER JOINT MANAGING DIRECTOR DIN:00023237
DIN:00022964