Motor & General Finance Ltd Directors Report

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Motor & General Finance Ltd Share Price directors Report

Your Directors are pleased to present the 93rd (Ninety Third) Annual Report on the business and operations of the company and the accounts for the financial year ended March 31,2023.

1. FINANCIAL SUMMARY

The Financial Statement for the year ended March 31,2023 have been prepared in accordance with the Indian Accounting Standard(IND-AS) notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,2015. The Financial statements have been prepared on historical cost basis, except for the following assets and liabilities.

i) Certain Financial Assets and Financial Liabilities and Contingent Consideration that are measured at fair value

ii) Assets held for sale measured at lower of cost or fair value less cost to sell

Iii) Defined benefit plan assets measured at fair value like gratuity /leave encashment

The estimates and judgment 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 is rent from properties as on March 31, 2023 amounts to Rs. 899.55 lakh. The Standalone Financial Results of your company are as below:-

( in lakhs)

Financial Results

Yearended March 31,2023 Year ended March 31,2022

Gross Profit/(loss) before depreciation, finance cost and provisioning

9.52 11.74

Less: Finance Cost

44.93 47.98

Less: Depreciation including impairment and property reserves

127.80 141.32

Profit /(Loss) before exceptional items and tax

(163.21) (177.56)

Exceptional Items

- -

Profit /(Loss) before, tax

(163.21) (177.56)

Tax expense

-

Profit(/Loss) for the year

(163.21) (177.56)

Other Comprehensive income

13.76 32.01

Total comprehensive income for the year

(149.45) (145.55)

2. DIVIDEND

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

3. TRANSFER TO RESERVES

Due to losses, the company has not transferred any amount to General Reserves for the financial year ended March 31,2023

4. SHARE CAPITAL

Share Capital continues to remain at Rs. 19,36,35.950 divided into 3,87,27,190 equity shares of Rs.5/-each.

5. TRANSITION TO IND-AS EFFECT

The company continues with the carrying value of all of its Property, Plant and Equipment recognized as at April 1, 2016 measured as per previous GAAP and used that carrying value as the deemed cost of the Property, Plant and Equipment.

6. 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.

7. 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.

8. DISCLOSURE UNDER SECTION 61 OF THE COMPANIES ACT, 2013

The face value of the companys share after split is Rs 5 per Equity Share. 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.

9. 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 furnished.

10. WORKING RESULTS AND STATE OF COMPANY AFFAIRS.

Standalone total revenue during the year under review amounted to Rs.899.5 lacs as against Rs.626.49 Lacs in the preceding year. Profit/(Loss) before tax amounted to Rs.(149.45) Lacs as against Rs.(145.55) Lac in the preceding year.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT.

During the year, there are no material changes and commitments which could affect the financial position of the company between the end of the financial year to which the financial statement relates and the date of this report unless otherwise stated.

12. 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.

13. 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 Shareholders 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.

A Certificate from M/s Jagdish Chand & Co, Chartered Accountants, New Delhi(FRN No.000129N), Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI Listing Regulations, is attached herewith as per Annexure “A” to this report.

14. ANNUAL RETURN

Annual Return (Form MGT-7) for the financial year 2022-2023 prepared in accordance with Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies(Management and Administration)Rules, 2014 will be uploaded after filing with the ROC in due course and the same is available on the website of the company and can be seen/ assessed at www.mgfltd.com under the head ‘Annual Return.

15. DIRECTORS RETIRING BY ROTATION

a) As on the date of this report, the company on its Board has 6(six) Directors including one Woman Director. Out of total Directors, 3(three) Directors are Non Executive Independent Directors and 3(three) are Executive Directors.

Excepting Independent Directors, all the Executive Directors are liable to retire by rotation in terms of Clause 60(e) of the Articles of Association. The retirement by rotation shall not be deemed as break in service.

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, are eligible to retire by rotation, out of which one third shall retire. Sh. Rajiv Gupta(DIN:00022964) Chairman & Managing Director & CEO , is retiring by rotation who has been longest in office and is eligible for re-appointment at this Annual General Meeting.

b) Disqualification

None of your Directors is disqualified under the provisions of Section 164(2) (a) & (b) of the Companies Act,2013. All the Directors of the company have submitted declaration in MBP-1 u/s 184 of the Companies Act,2013 .

c) Cessation of Director

During the current year ended March 31,2023, there is no cessation of Director in the composition of Board of Directors.

16. 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.

17. 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(ACS-2951) are the Key Managerial Personnel of the company as on the date of this report. As per Ind AS -24, KMPs includes Non Executive Independent Directors as well. Accordingly, Sh. Bharat Kumar (DIN:01090141), Sh. Onkar Nath Aggarwal(DIN:00629878) and Sh. Karun Pratap Hoon (DIN:05202566) have also been included as Key Managerial personnel.

18. RE-APPOINTMENT OF CHAIRMAN & MANAGING DIRECTOR &CEO, JOINT MANAGING DIRECTOR & EXECUTIVE DIRECTOR.

There is no fresh appointment/re-appointment of Managerial Personnel. The term of the re-appointment of Sh. Rajiv Gupta, Chairman & CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director, expires on August 12, 2025.

19. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and SEBI(LODR) Regulations, 2015, Sh. Bharat Kumar (DIN:01090141) Sh. Onkar Nath Aggarwal(DIN:00629878) and Sh. Karun Pratap Hoon (DIN:05202566) are Independent Directors of the company.

All Independent Directors of the company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder read with Regulation 16(1)(b) of SEBI(LODR) Regulations,2015 and have complied with the Code of Conduct of the company as applicable to the Board of Directors and Senior Managers.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

20. RE-APPOINTMENT OF INDEPENDENT DIRECTOR

In terms of Section 149 of the Act and SEBI(LODR) Regulations,2015, term of Sh. Bharat Kumar(DIN:01090141), Sh. Onkar Nath Aggarwal(DIN:00629878) and Sh. Karun Pratap Hoon (DIN:05202566), Non Executive Independent Directors of the company shall expire on September 17, 2024, March 30,2025 and October 17, 2027 respectively. Excepting the above, there is no appointment/ re-appointment of Independent Director(s) during the year under review.

21. 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 payment of Board Meeting fee for attending the Board Meetings. 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.

22. 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 to the company about their Directorship and Membership on the Board/Committees 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 Regulation 26(2) of SEBI(LODR) Regulations, 2015, as amended, across all companies in which he/she is a Director. None of the Independent Directors holds any shares in the company.

23. 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 have been followed and that there are no material departures.

b) They have selected such accounting policies and have applied them consistently and 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 at the end of the financial year and of the Loss of the company for that period;

c) They have 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) They have prepared the annual accounts on a Going Concern basis; and

e) They have laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

24. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Companies Act,2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI LODR) contain provisions for the evaluation of the performance of:

i) The Board as a whole

ii) The individual directors,(including Independent Directors and Chairperson) and

iii) Various Committees of the Board

The Board of Directors has carried out an annual evaluation of its own performance. Board Committees and individual Directors pursuant to the provisions of the Companies Act,2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015. Consequently, the Company is required to disclose the manner of format annual evaluation.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

- Board composition and quality with emphasis on its size, diversity, skill set of members:

- Periodic review of companys management and internal control system for appropriateness and relevance.

- Board process and procedure with emphasis on the frequency of Meetings, Attendance thereof, flow of information.

The Board evaluated the performance of the Committee on the following parameters:- Appropriateness of size and composition

- Reporting to the Board on the Committees activities.

- Availability of appropriate internal and external support or resources to the Committee.

Evaluation Outcome

The evaluation brought to the notice that there is adequate flow of information from company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board Committee are well managed and functioning excellently. The committee meetings are held timely and with thorough discussions on agenda items and excellent follow up.

The assessment brought out that all the Directors are excellently contributing in the functioning of the Board. The Chairman well balances the functioning of the Board demonstrating effective leadership. The Board has functioned well.

The Board and the Nomination & Remuneration Committee reviewed the performance of individual Directors on the basis of 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.

25. 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 separate meeting of the Independent Directors was held on March 15, 2023. The Independent Directors at the meeting, inter-alia, reviewed the following:- 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 perform their duties.

- In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was also evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting.

26. MEETING OF THE BOARD OF DIRECTORS

The Company Secretary, as per the directions of the Chairman, prepares the agenda of the Board/Committee Meetings which is invariably sent either by hand or by electronic mode/ email, to the members well in advance in order to permit adequate review. The Company Secretary records the minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

During the financial year, Six(6) Board Meeting(s) and Six(6) Audit Committee Meeting(s) were convened and held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act,2013 and SEBI Listing Regulations. It is ensured that the time gap between the two meetings is not more than 120 days.

27. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Management Discussions and Analysis Report is given as per Annexure “B”, pursuant to the SEBI(LODR) Regulations,2015. It provides an overview of the affairs of the company, business environment, mission & objectives, strengths, opportunities and internal control systems which forms a part of this Annual Report.

28. BOARD COMMITTEES

Pursuant to requirements under the Companies Act,2013 and SEBI Listing Regulations, the Board of Directors have constituted Committees, viz. Audit Committee, Nomination& Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Details of each committee have been explained in the report on Corporate Governance which forms part of this Annual Report.

29. POLICIES

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

30. WHISTLE BLOWER POLICY

The Company has established a formal Whistle Blower Policy for reporting improper or unethical practices or actions which are violative of the code of conduct of the company. The policy which is also available on the website of the company provides adequate safeguard against victimization and has provided direct access to the Chairman of the Audit Committee by the employees to state and redress their complaints/grievances.

The details of the policy are explained in this Report and also posted on the website of the company i.e. www.mgfltd.com

31. 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 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 vigil mechanism Audit Committee of the Board.

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 https://mgfltd.com

32. 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 which is in line with the provisions of the Sexual Harassment of Women at Work Place(Prevention, Prohibition and Redressal) Act,2013 and Rules framed thereunder. 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.

33. 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.

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

35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In adherence to companys policy for safeguarding its assets, prevention of errors, accuracy, the companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate and operating effectively.

36. 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.

37. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material, financial and commercial transactions (except payment of remuneration as applicable). All Related Party Transactions are placed before the Audit Committee and the Board.

Further the details of the transactions with Related Partylies) are provided in the Companys financial statements in accordance with the Accounting Standards, and a report in compliance with 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.

38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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/Independent Directors as well as Senior Management Personnel regarding compliance of the Code during the financial year under review.

b) MGFS CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING CODE

In accordance with the SEBI(Prohibition of Insider Trading) Regulations,2015), 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”.

As per SEBI(Prohibition of Insider Trading) Regulations,2015, the company is maintaining Structural Digital Database containing the names of such persons for entity as the case may be with whom the information is shared under this Regulation. A separate e-mail ID viz maf.pit1930@amail.com has been created which exclusively is being used for the information of UPSI.

Mr. M.K. Madan, Vice President & Company Secretary of the company is “Compliance Officer” and Mr. Sunit Sharma is the concerned Officer for its execution & monitoring for its day to day transactions.

39. AUDIT & AUDITORS

Statutory Auditors- Appointment & their Report

M/s. Jagdish Chand & Co., Chartered Accountants (Firm Registration No.000129N),the Statutory Auditors have audited the books of accounts of the company for the financial year ended March 31,2023 and have submitted the Auditors Report thereon. The Statutory Auditors have not given any qualification, reservation or adverse remarks or disclaimer in their Audit Report for the year under review.

The Board of Directors of the Company on the recommendation of the Audit Committee have re-appointed M/s. Jagdish Chand & Co, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for second term of consecutive 5 (five) years to hold office till the conclusion of 97th AGM of the Company to be held in the year 2027.

In view of the amendment to Section 139 through the Companies(Amendments 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 2023-24. The members are, therefore, requested to approve the same being an item of notice of the AGM.

40. 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 re-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 ended March 31,2023.

The Secretarial Audit Report for the financial year ended March 31,2023 is annexed herewith as per Annexure ‘C and ‘C1 in Form No. MR-3 and forms an integral part of this report.

Further, the Secretarial Compliance Report for the financial year ended March 31,2023 pursuant to requirements of Regulation 24A of Listing Regulations was also carried out by M/s Anjali Yadav & Associates, Company Secretaries, in relation to compliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunder.

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 re-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 2022-23.

41. INTERNAL AUDITOR & INTERNAL CONTROL

The company has an internal control system commensurate with the size, scale and complexity of its operations and documented procedures for various processes which are periodically reviewed by the Internal Auditor. Any changes warranted due to business needs are undertaken. Internal Audit is conducted at regular intervals. 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. Audit Committee evaluates the efficiency and adequacy of Internal control systems in the company. Based on the report of internal auditor, the company undertakes corrective actions to strengthen the controls where required. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee. During the year under review, no adverse remarks and reportable material weakness in the operation was observed.

42. 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 ‘D.

43. CONSOLIDATED FINANCIAL RESULTS.

As per Regulations 33 of SEBI(LODR) 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 2022-23 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 that it 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. In view of no audit qualifications and unmodified auditors opinion, no further comments are being offered.

44. CORPORATE SOCIAL RESPONSIBILITY(CSR)

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

45. CEO/CFO CERTIFICATION

As required under Regulation 17 of SEBI(LODR) Regulations, 2015, the CEO/CFO certificate for the financial year 2022-23 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 May 29, 2023.

46. 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.

47. MEMBERS HOLDING SHARES IN ELECTRONIC FORM

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

48. HOLDING SHARES IN PHYSICAL FORM

The Companys shares are traded in the Stock Exchanges compulsorily in DEMAT mode, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings for dematerialized form. Members can contact the company or companys Registrar and Share Transfer Agent, M/s Alankit Assignments Limited for assistance in this regard.

SEBI vide its latest Circular dated 16th March, 2023, in supersession of earlier Circulars in this regard, has reiterated that it is mandatory for all holders of physical securities to furnish their PAN as well as other KYC documents to the RTA (Registrar and Share Transfer Agent) of the company in respect of all concerned Folios.

49. 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 No. SH-13 and SH-14 are available on the website of the Company i.e. www.mfgltd.com. 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.

50. E-MAIL ID FOR INVESTORS GRIEVANCES

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

51. CONSOLIDATION AND DEMATERIALIZATION OF SECURITIES

Members are requested to register or intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number(PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account, MCR Code, IFSC code, etc to their Depository Participants with whom they are maintaining their demat accounts in case the shares are held by them in electronic form/demat form and to Alankit Assignments Limited in case the shares are held by them in physical form.

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.

52. 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.

53. BUSINESS RESPONSIBILITY AND SUSTAINTABILITY REPORT

As per Regulation 34(2) (f) of SEBI(LODR) Regulations,2015, the company is not falling in the criteria i.e. top 1000 listed companies based on market capitalization and as such, Business Responsibility and Sustainability Report is not applicable.

54. 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.

55. 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 31,2023 As on March 31,2022

a) Technology

- -

b) Conservation of Energy

- -

c) Transactions in Foreign Currency

- -

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

83995 54652

No. of Shareholders

45 31

The company had no earnings in foreign exchange

The listing fee for the year 2023-24 has already been paid to the credit of both the stock exchanges.

57. 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).

58. OTHER STATUTORY DISCLOSURES.

a) 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.

b) The audited financial statements of the associate companies and/or other documents, like agreement with the Directors for their re-appointments will be kept for inspection by any member of the company. at its Registered Office every day from 10.00 a.m. to 12.30 p.m. except Saturdays, Sundays & Holidays upto the date of AGM.

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

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

e) Cash Flow Statement for Financial Year ended March 31,2023 is attached to the Balance Sheet.

59. ADDITIONAL DISCLOSURES

The company had adopted effective from April 1,2016, the notified Indian Accounting Standards(“IND-AS”) and accordingly the Financial Statements(both standalone and consolidated) for the year ended March 31,2023 have been prepared under IND-AS. In line with requirements of applicable provisions of Law, the company has made necessary disclosures in respect of Consolidated Financial Statements, Related Party Transactions and Segmental Reporting.

60. CORPORATE INSOLVENCY REGULATION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC)

Further in accordance with the recent amendments made in Rule 8(5)(xi) of Companies(Accounts) Rules, 2014 this is to confirm that during the year under review and as on March 31,2023, no application has been made or any proceeding is pending under the insolvency and Bankruptcy Code, 2016 against the company.

61. ONE TIME SETTLEMENT

During the year under review there was no instance of one time settlement with banks or financial institutions.

62. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the financial year 2022-2023.

ACKNOWLEDGEMENT

Directors place on record their thanks for the assistance and cooperation received from Banks, stakeholders, BSE & NSE 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

Place: New Delhi Dated: August 10, 2023

(RAJIV GUPTA)

CHAIRMAN & MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER DIN:00022964

(ARTI GUPTA)

JT. MANAGING DIRECTOR DIN:00023237

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