Motor & General Finance Ltd Directors Report.

Your Directors are pleased to present the 91st Annual Report on the business and operations of the company and the accounts for the financial year ended March 31,2021.

Financial Summary

The Financial Statement for the year ended on March 31,2021 has 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 judgments relating to the Financial Statements are made on a prudent basis, so as to reflect a true and fair view.

The Standalone Financial Results of your company are as below:-

Financial Results Year ended March 31, 2021 Year ended March 31, 2020
Gross Profit/(loss) before depreciation, finance cost and provisioning 84.93 (335.10)
Less: Finance Cost 62.32 76.88
Less: Depreciation including impairment and property reserves 128.36 129.36
Profit /(Loss) before exceptional items and tax (105.75) (541.34)
Exceptional Items - -
Profit /(Loss) before, tax (105.75) (541.34)
Tax expense - (3.43)
Profit(/Loss) for the year (105.75) (544.77)
Other Comprehensive income 9.28 10.26
Total comprehensive income for the year (96.47) (534.51)

1 Dividend

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

2 Share Capital

Your company through Postal Ballot dated March 30,2020 with Record Date June 22,2020, the equity shares of the company were splitted from the face value of Rs. 10/-each to the face value of Rs.5/- each. Consequently, 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 2020-2021.

4 Transfer to Reserves

The company has not transferred any amount to General Reserves for the financial year ended March 31,2021.

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 61 of the Companies Act,2013

The company in compliance of Regulation 42(2) of SEBI(LODR) Regulations,2015, as amended and keeping June 22,2020 as the Record Date, the face value of equity shares of Rs. 10/-each were splitted into face value of equity shares of Rs.5/- each. Necessary approval from the Stock Exchanges for split of shares and NSDL/CDSL for assignment of new ISIN No. which is INE861B0123, were obtained. It is reiterated that on the record date i.e. June 22,2020 with the post corporate action the shareholders who were holding shares in electronic form, their demat accounts were automatically credited with the subdivided 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 old 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.

In view of continuing COVID-19 pandemic, State Government for ensuring public health, safety and security, re-imposed lockdown by ordering temporary shut down of all activities irrespective of each sector. This resulted into less receipt of rental from the tenants. As already informed in our last report that the management with a view to ensure that payment from the tenants is continued agreed to certain concessions/reliefs/Moratorium on rentals for the period of lockdown as well as for further period considering the extended impact of pandemic. This material impacted not only the profitability of the company for the previous year ended March 31, 2020 but has also continued its effect for the year ended 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.

In view of the pandemic situation of Covid-19 & pursuant to the guidelines & notification issued by the Ministry of Corporate Affairs, Govt of India(the "MCA") vide its General Circular No.14/2020 dated April 8,2020, Circular No.17/2020 dated April 13,2020, Circular No.20/2020 dated May 5,2020 read with General Circular No.33/2020 dated 28 September,2020 and General Circular No. 39/2020 dated December 31,2020, Circular No.02/2021 dated January 13,2021 and Circular no.10/2021 dated 23 June,2021(Collectively referred to as "MCA Circulars) and pursuant to Section 110 of the Companies Act,2013, prescribing the specified procedures to be followed for conducting the AGM through VC/OAVM. The deemed venue for the meeting shall be at companys Registered office at MGF House, 4/17-B, Asaf Ali Road, New Delhi-110002.

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.

The Compliance report on Corporate Governance and a Certificate from M/s Jagdish Chand & co, Chartered Accountants, New Delhi (FRN No.000129N), Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI Listing Regulations, is attached herewith as perAnnexure A to this report.

12 Annual Return

The Annual Return in Form No.MGT-7 as required under Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.mgfltd.com under the head Annual Reports.

13 Directors Retiring by Rotation

a) 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 Independent Directors and 3(three) Executive Directors.

In terms of the provisions of Section 152 of the Companies Act,2013("the Act") and in accordance with the Clause 60( e ) of Articles of Association of the company, 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. Excepting Independent Directors, all the Executive Directors are liable to retire by rotation& being eligible , offer themselves for reappointment.

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. As per mutual agreement, Sh. Arun Mitter accordingly, 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.

b) Disqualification

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

14 Cessation of Director

During the current year ended March 31, 2021, there is no change in the composition of Board of Directors.

15 Secretarial Standards

The Directors state that applicable Secretarial Standards(SS-1 and SS-2) issued by The Institute of Company Secretaries of India relating to meeting of the Board of Directors and General Meeting respectively, have been duly complied with by the company.

16 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(Woman 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.

17 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 is paid in accordance with the applicable laws and with the approval of the members. No meeting fee is paid for attending the Committee Meetings

18 Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act,2013 and Regulation 25(3) of SEBI(LODR) Regulations,2015, a meeting of the Independent Directors was held on January 27, 2021.

The Independent Directors at the meeting, inter-alia, reviewed the following:-

- Performance of Non Independent Directors and Board as a whole

- Performance of the Chairperson of the company, taking into account the views of other Directors

- Assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably performs their duties.

19 Declaration by Independent Directors

All the Independent Directors have furnished declaration in accordance with the provisions of Section 149(7) of the Companies Act,2013 regarding meeting the criteria of independence as provided under Section 149(6) read with Regulation 16(1)(b) of the SEBI(LODR) Regulations, 2015.

20 Appointment/Re-appointment of Independent Director

During the year ended March 31,2021, there is no new appointment/ re-appointment of Independent Director.

21 Directorship and Membership on Committees and Shareholding of Non Executive Director

All the Directors at the beginning of the financial year, have periodically and regularly declared to 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.

22 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.

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

As per requirement of Section 134(3)(p) of the Companies Act,2013 read with Rule 8(4) of Companies(Accounts) Rules,2014 and other applicable rules and regulations, the Board has a formal mechanism for evaluating its performance annually based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, Independent judgment safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

The Board carried out annual performance evaluation of the Board of Directors, its Committees and Individual Directors. The performance of the Board was shared with Board members and suggestions were evaluated in detail. Further the reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

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.

24 Meeting of the Board of Directors

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board/Committee Meetings which is ordinarily intimated 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 the members of the Board/Committee well in advance.

10 (ten) meetings of the Board of Directors were held during the financial year ended March 31,2021. The details of the meetings of the Board of Directors of the company convened during the financial year 2020-21 are given in the Corporate Governance Report which forms part of this Annual Report.

24(a) Management Discussion and Analysis Report

Management Discussions and Analysis Report as per Annexure ‘B, pursuant to the SEBI Listing Regulations provides and overview of the affairs of the Company, business environment, mission & objectives, strengths, opportunities and internal control systems forms a part of this report for information.

25 Board Committees

Pursuant to requirements under the Companies Act,2013 and SEBI Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of Composition of these Committees as on the date of signing of this report are as follows:-

i) Audit Committee

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, 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

Nomination & Remuneration Committee comprises of 4(four) Directors namely, Sh. Rajiv Gupta, Chairman and Managing Director of the Company and Sh. Bharat Kumar, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, being Non Executive Independent Directors. Sh. Bharat Kumar, Non Executive Independent Director 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

Stakeholders Relationship Committee comprises of 6 (six) Directors, namely Sh. Rajiv Gupta, Chairman & Managing Director of the Company, Smt. Arti Gupta, Joint Managing Director, Sh. Arun Mitter, Executive Director and Sh. Bharat Kumar, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, being Non Executive 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)

Corporate Social Responsibility (CSR) Committee comprises of 4(four) Directors, namely Sh. Arun Mitter, Executive Director, Sh. Onkar Nath Aggarwal, Sh. Bharat Kumar and Sh. Karun Pratap Hoon, being Non Executive Independent Directors. Sh.Onkar Nath Aggarwal, Non Executive Independent Director is the Chairman of the Committee.

v) Risk Management Committee

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

26 Policies

SEBI(LODR) Regulations,2015 mandated the formulation of certain policies for all listed companies. All the policies are available on companys website www.mgfltd.com

27 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.

28 Whistle Blower Policy

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviors, actual or suspected fraud or violation of Companys code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the company viz www.mgfltd.com.

29. Remuneration policy

The Board has, on the recommendation of Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration policy is provided in the Corporate Governance Report which forms part of Boards Report.

30 Vigil Mechanism 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 formulated Vigil Mechanism/Whistle Blower Policy("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and report any non compliance and wrong practices, e.g. unethical behavior, fraud, violation of law, inappropriate behavior/conduct etc.

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 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 is available on the website of the company at http://mgfltd.com

31 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 for appointments, remuneration & evaluation. These governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel and Senior Management.

32 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 which are in commensurate with the nature of its business and the size and complexity of its operations.

To ensure 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 are adequate and operating effectively.

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

Details of loans, guarantees and investments covered under Section 186 of the Companies Act,2013 are stated in the notes to accounts of Financial Statements forming part of this Annual Report.

34 Related Party Transactions

The contracts or arrangements with related parties, which fall under the scope of Section 134(3)(h) and Section 188(1) of the Companies Act,2013 read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure ‘B2 in Form AOC-2 and the same forms part of this annual Report.

All Related Party Transactions are placed before the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions which were at arms length and in the ordinary course of business, is presented before the Audit committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards and a report in compliance of Regulation 23(9) of SEBI(LODR) Regulations,2015 was also submitted to the Stock Exchanges. The policy on RPTs is hosted on the companys website at www.mgfltd.com

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 ‘B2to this Report.

There were no material related party contracts entered into by the company.

35 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.

a) The Company has a strong legacy of fair, transparent and ethical governance practice

The company has adopted MGF Code of Conduct for Non Executive Directors, Senior Management Personnel and other Executives and employees, which is available on the website of the company www. mgfltd.com. The company has received confirmations from Non Executive Directors as well as Senior Management Personnel regarding compliance of the Code during the financial year under review. The Company has also adopted Code of Conduct for Independent Directors as laid down in the Companies Act,2013("the Act"). The same is available on the website www.mgflt.com. The company has received confirmation from Non Executive Directors and Independent Directors regarding compliance of the Code for the year under review.

b) MGFS Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices.

In accordance with the SEBI(Prohibition of Insider Trading) Regulations,2015(SEBI) Insider trading Regulations, as amended, from time to time, the Board of Directors of the company has adopted MGF Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices "Insider trading Code")

Mr. M.K. Madan, Vice President & Company Secretary of the company is "Compliance Officer" in terms of Insider Trading Code.

36 Audit & Auditors

Statutory Auditors- Appointment & their Report

At the 87 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 88 Annual General Meeting until the conclusion of 92 Annual General Meeting on such remuneration as may be fixed by the Board on the recommendation of the Audit Committee.

In view of the amendment to 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 2021-22. The members are, therefore, requested to approve the same.

The Statutory Auditor have audited the books of accounts of the company for the financial year ended March 31,2021 and have issued the Auditors Report thereon. The Statutory Auditors have not given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

37 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 2020-21.

The Secretarial Audit Report for the financial year ended March 31,2021 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 31,2021 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 2020-21.

38 Internal Auditor & Internal Control

The company has an internal control system commensurate with the size, scale and complexity of its operations and well documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. Internal Audit is conducted at regular time interval in the company. The scope and authority of the Internal Audit is defined by Audit Committee. This system of Internal control facilities effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor submits its report to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system with reference to the Financial Statement. Audit Committee evaluates the efficiency and adequacy of Internal control systems in the company, its compliance with operating systems, accounting procedures and policies, Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and there by strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

39 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.

40 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 2020-2021 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 4 quarter and year ended March 31,2021,as placed before the Board, were approved.

41 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

42 CEO/CFO Certification

As required under Regulation 17(8) of SEBI(LODR) Regulations, 2015, the CEO/CFO certificate for the financial year 2020-21signed 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 28, 2021.

43 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.

44 Share Transfer System

As per the provisions of Regulation 40(1) of the SEBI Listing Regulations, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

Share Transmission or transposition requests received in physical form are registered within the prescribed time limits. Requests for dematerialization (demat) received from the shareholders are also effected within the prescribed time limits.

Shareholders Grievances Committee comprising of members of the Board meets to consider the requests for transmission or transposition of shares.

45 Nomination Facility

Provisions of Section 72 of the Companies Act,2013 read with the rule 19(1) of the rules made thereunder extends nomination facility to individuals holding shares in the physical form. To help the legal heirs/successors get the shares transmitted in their favour, shareholder(s) are requested to furnish the particulars of their nomination in the prescribed Nomination Form. In case, any of the members wish to avail facility, they are requested to send the duly completed form to the Registrars and/or at the Registered Office of the company. Member(s) holding shares in dematerialized form are requested to register their nominations directly with their respective depository.

46 E-mail ID for Investors Grievances

In terms of SEBI Listing Regulations, the company has designated an e-mail address i.e. mgfcomplaints@yahoo.com for the purpose of registering complaints by investors for redressal of their grievances.

47 Consolidation and Dematerialization of Securities

Members, who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to the Registrar and Share Transfer Agents indicating the folio number for consolidation of similar holding under one folio and also dematerialization of their securities.

48 Corporate Insolvency Regulation Process initiated under the Insolvency and Bankruptcy Code, 2016(IBC)

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

49 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.

50 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.

51 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.

52 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 500/1000 listed companies based on market capitalization and as such, Business Responsibility Report is not applicable.

53 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.

54 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:-

As on March 31, 2021 As on March 31, 2020
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 - 1.04
b) Shares held by Non Resident Shareholders
No. of Shareholders

The company had no earnings in foreign exchange

55 Listing Fee

The listing fee for the year 2021-22 has already been paid to the credit of both the stock exchanges.

56 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).

57 Statutory Disclosures.

- Electronic copy of the Annual Report and the Notice of the AGM, inter-alia, indicating the process and manner of voting through Remote e-voting and e-voting are being sent to those 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 31,2021 is attached to the Balance Sheet.

58 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.

For and on behalf of the Board
For THE MOTOR & GENERAL FINANCE LIMITED
(RAJIV GUPTA) (ARTI GUPTA)
CHAIRMAN & MANAGING DIRECTOR JT. MANAGING DIRECTOR
& CHIEF EXECUTIVE OFFICER DIN:00023237
DIN:00022964
Place: New Delhi
Dated: August 26, 2021