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Motor & General Finance Ltd.

BSE: 501343 Sector: Financials
NSE: MOTOGENFIN ISIN Code: INE861B01015
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VOLUME 178
52-Week high 58.20
52-Week low 24.70
P/E
Mkt Cap.(Rs cr) 73
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.00
CLOSE 40.90
VOLUME 178
52-Week high 58.20
52-Week low 24.70
P/E
Mkt Cap.(Rs cr) 73
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Motor & General Finance Ltd. (MOTOGENFIN) - Director Report

Company director report

Your Directors take pleasure in presenting their 87 Report on the business andoperations of the company and the accounts for the financial year ended March 31 2017

Financial Summary

The Board's Report is prepared based on the Standalone Financial Statements of thecompany. The company's Standalone Financial Performance for the year under review alongwith previous year figures are given hereunder:-

( Rs. in lacs)
Financial Results Year ended March 31 2017 Year ended March 31 2016
Gross Profit before depreciation finance cost and provisioning 572.73 938.22
Less: Finance Cost (481.96) (550.10)
Less: Depreciation including impairment and property reserves (125.15) (99.74)
Profit /(Loss) before provisions exceptional items and tax (34.38) 288.38
Less :Provision for diminution in value of investments (34.75) (94.40)
Profit /(Loss) before exceptional items and tax (69.13) 193.98
Provision for tax (15.00) (75.00)
Deferred tax 50.06 20.82
Excess/(short)provision of tax of earlier years - 1.50
Net Profit(/Loss) for the year (34.07) 141.30

Revenue from operations on Standalone basis is rent from investments which is Rs.1321.85 lacs as on March 31 2017. The company has made provision as on March 31 2017 fordiminution in value of long term investments amounting to Rs. 34.75 lacs . Thereare no material changes and commitments affecting the financial position of your companywhich have occurred between the end of the financial year 2016-17 and the date of thisreport.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide notification dated February 162015published in the Official Gazette notified Indian Accounting Standards(Ind AS) which areapplicable to the company w.e.f. April 01 2017. Accordingly the Financial Statements forthe year 2017-18 will be prepared in compliance with Ind AS and the comparativeinformation of the previous years will be provided as per the prescribed requirements.

Dividend

The Board of Directors have taken a conscious decision not to recommend any dividendfor this year.

Share Capital

The paid up Equity Share capital as on March 31 2017 stood Rs. 1936.35 lacs. Duringthe year there is no increase in the Share Capital.

During the year under review no equity shares have been issued with differentialvoting rights. Hence no disclosure is required in terms of Rule 4(4) of theCompanies(Share Capital and Debentures) Rules 2014.

Finance and Accounts

Your company prepared its financial statements in compliance with the requirements ofthe Companies Act 2013 and have prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on prudent basis so as to reflecta true and fair manner.

Consolidated Financial Statements

The Consolidated Financial Statements of your company for the financial year 2016-17are prepared in compliance with provisions of Section 129(3) of the Companies Act2013read with the Companies(Accounts)Rules2014 issued thereunder applicable AccountingStandards and the provisions of SEBI(LODR) Regulations 2015(hereunder referred to as the"Listing Regulations")

Transfer to Reserves

During the year your company has transferred the amount lying in Property Reserves toGeneral Reserves.

Corporate Governance

In compliance with Regulation 34 of SEBI(LODR) Regulations2015 a separate report onCorporate Governance together with Management Discussions & Analysis Report along witha certificate from the Auditors on its compliance forms an integral part of this report.

Extract of Annual Return

The details forming part of the extract of Annual Return as on March 312017 isavailable in Form MGT 9 which is in accordance with the Section 92 of the CompaniesAct2013 read with the Companies(Management and Administration) Rules 2014 included inthis report as Annexure ‘C' and forms an integral part of this report.

Policy on Directors' appointment and Remuneration and other details

The Board has in terms of Section 178(3) of the Companies Act2013 on therecommendation of the Nomination & Remuneration Committee laid down a Nomination& Remuneration policy for selection and appointment of the Directors Key ManagerialPersonnel and Senior Management and their remuneration. The company's policy on directors'appointment and remuneration is stated in the Corporate Governance Report.

Director's Responsibility Statement

Pursuant to Section 134(3)(c)/134(5) of the Companies Act2013(including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourcompany confirm that:-

i) In the preparation of the annual accounts for the financial year ended March312017 applicable Accounting Standards and Schedule III of the CompaniesAct2013(including any statutory modification(s) or en-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;

ii) The Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your company as at March 312017 and of the loss of thecompany for the financial year ended March 312017;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013(includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

v) Proper internal financial controls laid down by the Directors were followed by yourcompany 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 werein place and that such systems were adequate and operating effectively.

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors in their reports.

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act2013 and Clause60(e) of the company's Articles of Association Smt. Arti Gupta Joint Managing Directorand Sh. Arun Mitter Executive Director retire by rotation in the forthcoming AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

Key Managerial Personnel

During the year under review the company has identified following persons as KeyManagerial Personnel

Sl No. Name of the Person Designation
1. Sh. Rajiv Gupta Chairman & Managing Director & CEO
2. Smt. Arti Gupta Joint Managing Director
3. Sh. Arun Mitter Whole Time Director
4. Sh.M.K. Madan Vice President & Company Secretary & CFO

Board Evaluation

In compliance with the Companies Act 2013 and SEBI(LODR) Regulations 2015performance evaluation was carried out of the Board its Committees and individualDirectors including the Chairman of the Board.

Nomination & Remuneration Committee reviewed the evaluation criteria for the Boardits Committees Executive and Non-Executive Directors and Chairman of the companyconsidering qualification expertise attributes and various parameters based on whichevaluation of the Board had to be carried out by the company.

A separate meeting of the Independent Directors was convened which reviewed theperformance of the Board(as a whole) Committees of the Board the Non IndependentDirectors and the Chairman.

The evaluation of Independent Directors was carried out by the entire Board.

Separate exercise was carried out to evaluate the performance of individual directorsincluding Board's Chairman who were evaluated on the parameters such as contribution atthe meeting independent judgment etc and was found to be satisfactory.

Number of Meetings of the Board

Details of the number of meetings of the Board and the Committees held during thefinancial year 2016-17 forms part of the Corporate Governance Report. The Board meets atleast once in every quarter to review the quarterly results and other items of the Agendaand if necessary additional meetings are held. The gap between two Board Meetings doesnot exceed 120 days.

Further a separate meeting of the Independent Directors was also held. For furtherdetails please refer to the Report on Corporate Governance to this Annual Report.

Particulars of Loans Guarantees or Investments by the company

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act2013 read with the Companies(Meetings of Board and its Powers)Rules2014 as on March 312017 are set out in Note No.25(xii)(a)&(b) to the StandaloneFinancial Statements forming an integral part of this report.

Disclosures

There was no material changes or commitments if any effecting the financial positionof the company from the end of the financial year till the date of this report.

Policy on Sexual Harassment of Women at Workplace(Prevention Prohibition andRedressal) Act 2013

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

Vigil Mechanism Policy

The company has established a Whistle Blower /Vigil Mechanism in terms of the ListingAgreement/SEBI(LODR) Regulations2015 through which its Directors Employees andStakeholders can report their genuine concerns about unethical behaviors actual orsuspected fraud or violation of the company's code of conduct or ethics policy. The saidmechanism provided for adequate safeguards against victimization and also direct access tothe higher levels of supervisors. In appropriate and exceptional cases concerns may beraised directly to the Chairperson of the Audit Committee. The Vigil Mechanism Policywhich incorporates Whistle Blower Policy may be accessed on the company's website at thelink: http://www.mgfltd.com.

Listing Agreement

The listing fee for the year 2017-18 has already been paid to the credit of both thestock exchanges.

Related Party Transactions

The Company has formulated a Related Transactions Policy which has been uploaded on itswebsite at http:// www.mgfltd.com. It is the endeavour of the company to enter intorelated party transaction on commercial and arms length basis with a view to optimize theoverall resources of the group.

All transactions as defined under Section 2(76) of the Companies Act2013 read with theCompanies(Specification of Definition Details)Rules2014 entered into with related partiesduring the year were in the ordinary course of business of the company and at arm's lengthbasis. The company had not entered into any contract/arrangement/transaction with relatedparties which could be considered material in accordance with the policy of the company onthe materiality of related party transactions.

All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approvals are granted by the Audit Committee for related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provisions of Companies Act2013 readwith the Rules issued thereunder and the SEBI(LODR) Regulations2015. The details of therelated parties transactions as per Accounting Standard 18 are set out in Note No.25(a& b) to the Standalone Financial Statements forming part of this report.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act2013 read with Rule 8(2)of the Companies (Accounts) Rules2014 is set out as Annexure "B1".

Board

The Company Secretary in consultation with the Chairman prepares the agenda of theBoard Meeting which is intimated 7 (seven) days in advance in writing to the members priorto the meeting in order to permit adequate review. The Company Secretary records minutesof each meeting and draft minutes are circulated to all members of the Board will inadvance.

Statutory Auditors

The Current Statutory Auditors viz M/s S.N. Dhawan & Co LLP CharteredAccountants(firm Regd No.000050N) were last re-appointed by the members at their AnnualGeneral Meeting held on September 282016 to hold office of the auditor from the

th th

conclusion of the 86 Annual General Meeting till the conclusion of this 87 AnnualGeneral Meeting.

As per the provisions of Section 139 of the Companies Act2013 no listed company shallappoint an audit firm as auditor for more than two terms of five consecutive years. TheAct also provided for an additional transition period of three years from the commencementof the Act i.e. April 1 2014. The current Statutory Auditors had completed a period often years at the commencement of the said Act hence on their completing the additionaltransition period of three years provided under the Act the term of the current StatutoryAuditors expires at the conclusion of the ensuing Annual General Meeting.

The Board at its meeting held on August 17 2017 based on the recommendation of theAudit Committee has recommended the appointment of M/s Jagdish Chand & Co CharteredAccountants(Firm Regd No. 000129N) as the Statutory Auditors of the company to holdoffice for a term of five consecutive years from the conclusion of 87 Annual GeneralMeeting until the conclusion of 92nd Annual General Meeting subject to ratification oftheir appointment by the members at every subsequent Annual General Meeting or as may beprescribed at such remuneration to be decided by the Board on the recommendation of theAudit Committee in consultation with the said Auditors.

M/s Jagdish Chand & Co Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3) ( g) of the Companies Act 2013 and that they are notdisqualified to be appointed as statutory auditors in terms of Section 143 of the Act.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s PCK & Associates Cost Accountants(Firm RegdNo.00514) on the recommendations of the Audit Committee were appointed as the CostAuditors of the company for the financial year ending 2017-18 at a remuneration of Rs.40000 plus GST as applicable. As required under the Companies Act2013 a resolutionseeking members' approval for the remuneration payable to the Cost Auditor forms part ofthe Notice.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act2013 and theCompanies(Appointment and Remuneration of Managerial Personnel )Rules2014 madethereunder the Board has re-appointed M/s Anjali Yadav & Associates(FCS No.6628& CP No.7257) as the Secretarial Auditor to conduct and audit the secretarial recordsfor the financial year 2017-18.

Your company has received consent from them. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith as Annexure ‘D"in Form No. MR-3 and forms an integral part of this report. The Secretarial Audit Reportdoes not contain any qualification reservations or adverse remarks. M/s Anjali Yadav& Associates Secretarial Auditor have also been appointed as scrutinizer toscrutinize the e-voting process.

Internal Auditor & Internal Control

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

Employee Stock Option

The company does not have any Employee Stock Option Scheme

Risk Management

The Board of Directors has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the business and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in theManagement Discussions and Analysis Report which forms an integral part of this report.

Board Committees

The Board has the following committees:-

i) Audit Committee

The Audit Committee of the Board of Directors has been reconstituted and as on the dateof signing of this report comprises of four(4) Directors namely Sh. Arun MitterExecutive Director Sh. Bharat Kumar Sh. Abhiram Seth and Sh. Onkar Nath Aggarwal threeof them being Non Executive Independent Directors. Sh. Bharat Kumar a Non ExecutiveIndependent Director is the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee

ii) Nomination & Remuneration Committee

Nomination & Remuneration Committee also has been reconstituted and as on the dateof signing of this report comprises of four(4) Directors namely Sh. Rajiv Gupta Chairman& Managing Director & CEO of the company Sh. Bharat Kumar Sh. Abhiram Seth andSh. Onkar Nath Aggarwal. Out of four Directors three 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 theDirectors' appointment and other details as is required under Section 178(4) of the Act inthe matter of appointment/re-appointment of the Directors Senior Managers and fixation ofremuneration etc.

iii) Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of five(5) Directors namely Sh. RajivGupta Chairman & Managing Director & CEO Smt. Arti Gupta Joint ManagingDirector Sh. Arun Mitter Executive Director Sh. Bharat Kumar and Sh. Abhiram SethIndependent Directors. Out of five Directors two Directors are 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 thedate of this report there are no issue which remains to be resolved.

iv) Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility (CSR) Committee comprises of Sh. Abhiram Seth NonExecutive Independent Director Sh. Arun Mitter Executive Director and Sh. Onkar NathAggarwal Non Executive Independent Director.

Sh. Abhiram Seth Non Executive Independent Director is the Chairman of the Committee.

v) Risk Management Committee

Risk Management Committee comprises of three(3) Directors namely Sh. Bharat KumarSh. Arun Mitter Executive Director and Sh. Abhiram Seth an Independent Director. Out ofthree Directors two Directors are Independent Directors. Sh. Bharat Kumar a NonExecutive Independent Director is the Chairman of the Committee.

Policies

SEBI( LODR) Regulations2015 mandated the formulation of certain policies for alllisted companies. In compliance with the same the company has formulated the policies.The Corporate Governance Policies viz Policy on Related Party Transactions Policy onDisclosure of Material Event/information Code of Fair disclosure UPSI under SEBI(Prohibition of Insider Trading)Regulations 2015 Whistle Blower Policy Policy onDocument Preservation Policy on Board Diversity Policy on Familiarization Programme forIndependent Directors Policy on Sexual Harassment of Women at Workplace(PreventionProhibition and Redressal) Act2013(POSH) etc are available on our company's website www.mfgltd.com

Corporate Social Responsibility(CSR) Policy

As a part of its initiative under the Corporate Social Responsibility (CSR) drive thecompany has undertaken projects in the area of promoting education renovation of schoolbuilding and running of school and libraries etc. This is in accordance with the ScheduleVII of the Companies Act2013 and the company's CSR policy. As per the provisions ofSection 135 of the Companies Act2013 the company is not falling in the criteria as isprescribed 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

Business Responsibility Report

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

CEO/CFO Certification

The CEO and the CFO of the company have certified to the Board with regard to thecompliance made by them in terms of Regulation 17(8) of SEBI(LODR) Regulations2015.

Particulars of Employees

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

Unpaid/Unclaimed Dividend

Pursuant to the provisions of Section 124 of the Companies Act 2013 relevant amountswhich remained unpaid or unclaimed for a period of 7(Seven) years have been transferred bythe company to the Investor Education and Protection Fund (IEPF).

The company has uploaded the details of unpaid and unclaimed amounts lying with thecompany as on September 28 2016( date of last Annual General Meeting) on the website ofthe company www. mgfltd.com as also on the website of the Ministry of CorporateAffairs.

Further Section 124(6) of the Act requires that all shares in respect of which dividendhas not been paid or claimed for seven consecutive years or more shall also betransferred to IEPF. Ministry of Corporate Affairs vide its notification dated 5September 2016 and 28 February2017 has notified the IEPF Authority(Accounting AuditTransfer and Refund)Rules 2016 and the IEPF Authority(Accounting Audit Transfer andRefund)Amendments Rules2017 ("Rules") containing inter-alia the provisionsfor transfer of such shares to IEPF Demat Account".

Accordingly in due compliance of the provisions of Rule 6(3) of the aforesaid Rulesthe company sent individual letters to such shareholders in respect of whom dividend fora consecutive period of seven 7 (Seven) years had remained unpaid and subsequently onamendment of the said Rules vide MCA notification dated 28 February 2017 public noticewas released in newspapers on July 18 2017 giving such shareholders a fresh opportunityto claim the unpaid dividends upto such date of transfer. The company is accordingly inthe process of taking appropriate steps with regard to transfer of such shares inaccordance with the amended Rules in line with the necessary guidelines being issued bythe MCA in this regard. All such shareholders are requested to make an application to theCompany/Registrar with a request for claiming the unpaid dividend for the year 2009-10onwards so that the shares are not transferred to the IEPF. Please note that if no replyis received by the company / Registrar by October 20 2017 the company will becompelled to transfer the shares to IEPF without any further notice.

As provided under these Rules the shareholders shall be allowed to claim such unpaiddividends and shares transferred to IEPF by following the required procedure prescribedunder the Rules. For any clarification all such shareholders are requested to contact theCompany/RTA M/s Alankit Assignments Limited.

The respective due dates of transfer of the unclaimed/ unencashed dividend to theInvestors Education & Protection Fund ("IE&PF) of the Central Government areas below.

Financial Year to which dividend relates Date of Declaration Due date for transfer to IE&P Fund
2009-2010 29-09-2010 04-11-2017
2010-2011 29-09-2011 04-11-2018

Dematerialization

Members who have not yet got their shares dematerialized are requested to opt for thesame in their own interest and send their certificate through Depository(s) with whomthey have dematerialized account to the company's registrar and transfer agents M/sAlankit Assignments Limited Alankit Heights 1E/13 Jhandewalan Extension NewDelhi-110055.

Further the SEBI has mandated the submission of Permanent Account Number(PAN) by everyparticipant in securities market. Members holding shares in electronic form aretherefore requested to submit the PAN to their Depository Participant with whom they aremaintaining their Demat Accounts. Members holding shares in physical form can submit theirPAN details to the company.

Transfer/Transmission/transposition of shares

The Securities and Exchange Board of India(SEBI) vide its CircularNo.MRD/DOP/Cir-05/2009 dated 20 May 2009 and Circular

No. MRD/DOP/SE/ RTA/Cir-03/2010 dated 7 January2010 made it mandatory that a copy ofthe PAN Card is to be furnished to the company in the following cases:-

- Registration of physical transfer of shares

- Deletion of name of deceased shareholder(s) where shares are held jointly in the nameof two or more shareholders

- Transmission of shares to the legal heirs where shares are held solely in the name ofdeceased shareholder; and

- Transposition of shares where order of names of shareholders are to be changed in thephysical shares held jointly by two or more shareholders.

Members(s) therefore are requested to furnish the self attested copy of PAN CARD atthe time of sending the physical share certificate(s) to the Registrar and Transfer Agentof the company for effecting any of the above stated requests. Members are also requestedto keep record of their specimen signature before lodgment of shares with the companyprobability mismatch at a later date.

Compliance of the Statutory Authorities

The company has not received any significant or material orders passed by anyRegulatory Authority Courts or Tribunal which shall impact the going concern status andcompany's operations in future. However as on the date of signing of this report penaltyof Rs. 3.99 lacs levied by the Stock Exchange for inadvertently late filing of documents /information has since been paid.

Code of Conduct for Directors and Senior Management

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

Public Deposits

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

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 theCompanies Act2013 read with the Companies(Accounts)Rules 2014 the particulars aregiven as under:-

a) Technology It is not applicable
b) Conservation of Energy -do-
c) Transactions in Foreign Currency This Year Previous Year
a) Expenditure in Foreign Currency - -
i) Repayment of Foreign Currency loan - -
ii) Interest on Foreign Currency Loan - -
iii) Travelling Expenses Rs. 0.91 lacs Rs. 1.26 lacs
b) Shares held by Non Resident Shareholders 169740 125088
No. of Shareholders 36 30

The company had no earnings in foreign exchange

E-mail ID for Investor's Grievances

In compliance of SEBI(LODR) Regulations 2015 the company has designated an e-mailaddress i.e. mgfcomplaints@yahoo.co.in for the purpose of registering complaints byinvestors for redressal of their grievances.

Nomination Facility

Provision of Section 72 of the Companies Act2013 read with the rule 19(1) of the rulesmade thereunder extends nomination facility to individuals holding shares in the physicalform. To help the legal heirs/successors get the shares transmitted in their favourshareholder(s) are requested to furnish the particulars of their nomination in theprescribed Nomination Form. In case any of the members wish to avail facility(FormSH-13) they are requested to send the duly completed form to the Registrars and/or at theRegistered Office of the company Member(s) holding shares in Dematerialized form arerequested to register their nominations directly with their respective depository.

Consolidation of Folios

Members who may have more than one folio in their individual name or jointly with otherpersons mentioned in the same order are requested to write to the Registrars and ShareTransfer Agents indicating the folio numbers for consolidation of similar holdings underone folio.

Acknowledgements

Directors place on record their thanks for the assistance and cooperation received frombanks and all other customers for their continued support and patronage.

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

Place: New Delhi (RAJIV GUPTA) (ARTI GUPTA)
Dated: August 17 2017 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR
& CHIEF EXECUTIVE OFFICER DIN:00023237
DIN:00022964

Annexure ‘B1'

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section(1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis.

All the transactions entered into by the company during the year with related partieswere on an arm's length basis.

2. Details of material contracts or arrangements or transactions at arm's length basis.

The transactions entered into by the company during the year with related parties on anarm's length basis were not material in nature.