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Motor & General Finance Ltd.

BSE: 501343 Sector: Financials
NSE: MOTOGENFIN ISIN Code: INE861B01023
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OPEN 25.70
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VOLUME 1200
52-Week high 30.40
52-Week low 13.92
P/E
Mkt Cap.(Rs cr) 98
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 are pleased to present the 90th Annual Report on the business andoperations of the company and the accounts for the financial year ended March 312020.

Financial Summary

The company has adopted Ind AS with effect from April 12017 in pursuance of thenotification dated February 16 2015 issued by the Ministry of Corporate Affairs under theCompanies(Indian Accounting Standards) Rules 2015.

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

(Rs in lacs)

Financial Results Year ended March 312020 Year ended March 312019
Gross Profit/(loss) before depreciation finance cost and provisioning (335.10) (149.49)
Less: Finance Cost 76.88 125.89
Less: Depreciation including impairment and property reserves 129.36 145.87
Profit /(Loss) before exceptional items and tax (541.34) (421.25)
Exceptional Items - -
Profit /(Loss) before tax (541.34) (421.25)
Tax expense (3.43) (101.99)
Profit(/Loss) for the year (544.77) (319.26)
Other Comprehensive income(net of tax) 10.26 0.16
Total comprehensive income for the year (534.51) (319.10)

The financial statement for the year ended on March 31 2020 have been prepared inaccordance with the Indian Accounting Standards(IND-AS) notified under Section 133 of theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015. Theestimates and judgements relating to the Financial Statements are made on a prudent basisso as to reflect a true and fair manner. Revenue from operations on Standalone basis whichincludes rent from properties as on March 312020 amounts to Rs 996.18 Lakhs.

1 Dividend

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

2 Share Capital

There is no change in the Paid up Equity Share Capital of the company as on March 312020 which remained at Rs 1936.35 lakhs. During the year under review your companysought your approval through Postal Ballot authorizing the Board to split the equityshares capital of the company from the face value of Rs 10/-each to the face value of Rs5/- each. On completion of procedural formalities from Stock Exchanges which includesobtention of new ISIN Number from NSDL and CDSL and thereafter the Corporate Action. TheShare Capital of the company is Rs.193635950 divided into 38727190 equity shares ofRs.5/-each.

3 Change in Nature of Business

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

4 Transfer to Reserves

The company has not transferred any amount to General Reserves for the financial yearended March 312020.

5 Disclosure under Section 43(a)(ii) of the Companies Act2013

The company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture)Rules2014 has been furnished.

6 Disclosure under Section 54(1) (d) of the Companies Act2013

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

7 Disclosure under Section 61 of the Companies Act2013

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

Consequent to allotment of sub-divided equity shares the Paid Up Capital of thecompany is Rs 1936 35950 divided into 38727190 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 duringthe financial year under review and hence no information as per provisions of Section62(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 companyfrom the end of the financial year and till the date of this report.

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

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

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

11 Corporate Governance

In terms of the provisions of Schedule V( C) of the SEBI Listing Regulations adetailed Report on Corporate Governance along with report on Management Discussion andAnalysis and General Shareholder Information is enclosed as per Annexure "A" formingpart of this report.

The Company is in full compliance with the requirements and disclosures that have to bemade in terms of the requirements of Corporate Governance specified in SEBI ListingRegulations.

12 Extract of Annual Return

Details forming part of the extract of Annual Return as on March 312020 is availablein Form MGT 9 which is in accordance with Section 92 of the Companies Act 2013 read withthe Companies(Management and Administration) Rules 2014 included report as Annexure"C" and forms an integral part of this report.

13 Directors Retiring by Rotation

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

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

Association of the company the two third of the total number of Directors excludingIndependent Directors shall be eligible to retire by rotation out of which one thirdshall retire. The Directors are liable to retire by rotation and would be those who havebeen longest in office.

Accordingly Sh. Rajiv Gupta((DIN:00022964) Smt. Arti Gupta(DIN:00023237) and Sh. ArunMitter(DIN:00022941) Non Independent Directors are eligible to retire by rotationrespectively. They were initially appointed as Directors on April 141998 June 222008and July 112002 respectively. Their re-appointment however were made on the same dayi.e. August 132019. As per mutual agreement Sh. Rajiv Gupta being longest in the officewill retire by rotation and would be eligible for re-appointment in this Annual GeneralMeeting. In terms of Clause 60(e) of the Articles of Association the retirement byrotation shall not be deemed as break in service.

None of the Directors of your company is disqualified under the provisions of Section164(2)(a) and ( b) of the Companies Act 2013.

14 Cessation of Director

During the current year Sh. Abhiram Seth Non Executive Independent Director onaccount of his other engagements resigned on 10th October2019 from theDirectorship of the company which was accepted in the Board Meeting held on October 182019. Disclosure was made by Sh. Abhiram Seth stating that there is no other materialreasons other than provided. Necessary returns have since been filed with the ROC withinthe prescribed period. The Board placed on record its sincere appreciation for thesignificant contribution made by him as Non Executive Independent Director and also amember of several committees in providing advice from time to time with regard to thecompany's business.

15 Key Managerial Personnel

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

16 Independent Directors with materially significant pecuniary or businessrelationship with the company.

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

17 Declaration by Independent Directors

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

18 Re-appointment of Independent Director

The first term of Sh. Onkar Nath Non Executive Independent Director expired on March30 2020. Keeping in view the rich experience acumen qualification immense knowledge ofthe industry & the substantial contribution & as well as performance evaluationas a member of the Board Audit Committee of the Board the Board of Directors on therecommendation of Nomination & Remuneration Committee have pursuant to Section 149 ofthe Companies Act 2013 & Regulation 25 of the Listing Regulations have recommendedto the members to consider the re-appointment of Sh. Onkar Nath Aggarwal for another termof five consecutive years commencing from March 312020 to March 302025 not liable toretire by rotation. The members in the Annual General Meeting held on September 272018 interms of Regulation 17(1A) of SEBI(LODR) Regulation2015 had approved the continuation ofdirectorship exceeding the age of 75 years. However as his terms as an IndependentDirector is being renewed for a further period of five years. Members are requested toapprove the terms and conditions of his re-appointment for a further period of five yearsand also approve the re-appointment in terms of Regulation 17(1A) of SEBI(LODR)Regulations 2015.

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

19 Number of Meetings of the Board of Directors

6 (six) meetings of the Board of Directors were held during the financial year endedMarch 312020. The details of the meetings of the Board of Directors of the company andits Committees convened during the financial year 2019-20 are given in the CorporateGovernance Report which forms part of this Annual Report.

20 Directorship and Membership on Committees and Shareholding of Non ExecutiveDirectors

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

21 Director's Responsibility Statement

Pursuant to Section 134(3)(c)/134(5) of the Companies Act 2013(including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourcompany confirm that:-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

22 Formal annual evaluation of the performance of the Board its Committees andDirectors

The Board of Directors has carried out an annual evaluation of its performance BoardCommittees and individual Directors pursuant to the provisions of the Act the CorporateGovernance requirements as prescribed by the Listing Regulations and the guidance note onBoard evaluation issued by Securities and Exchange Board of India dated January 52017.

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

A declaration to the effect that they meet the criteria of independence as provided insub section (6) of Section 149 of the Act has also been received from IndependentDirectors of the company

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

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

24 Vigil Mechanism/Whistle Blower Policy

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 readwith Section 177(9) of the Act and as per Regulation 22 of the SEBI(LODR ) Regulations2015 the Company has framed Vigil Mechanism/Whistle Blower Policy("Policy") toenable Directors and employees to report genuine concerns or grievances significantdeviations from key management policies and reports any non compliance and wrongpractices e.g. unethical behavior fraud violation of law inappropriatebehavior/conduct etc.

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

The objective of this mechanism is to maintain in redressal system which can processall complaints concerning questionable accounting practices internal controls orfraudulent reporting of financial information.

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

25 Succession Plan

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

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

The company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operation. This includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance which are in commensurate with the nature of itsbusiness and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business including adherence to thecompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the time preparation of reliable financialinformation.

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

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

28 Related Party Transactions

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

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

During the year under review the company has not entered into anycontracts/arrangements/transactions with Related parties which qualify as material inaccordance with the policy of the company on materiality of related party transactions.

The company does not have a Material Subsidiary as defined under Regulation 23 or16(1)( c ) of SEBI(LODR) Regulations 2015. The Board will formulate a policy to determineMaterial Subsidiary as and when considered appropriate in the future.

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

Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure ‘B2' tothis Report.

29 Board Meetings

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

30 Code of Conduct for Directors and Senior Management

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

31 Audit & Auditors

Statutory Auditors- Appointment & their Report

At the 87th Annual General Meeting held on September 26 2017 the membersapproved the appointment of M/s. Jagdish Chand & Co Chartered Accountants(firm RegdNo.000129N) to hold office from the conclusion of 88th Annual General Meetinguntil the conclusion of 92nd Annual General Meeting on such remuneration as may be fixedby the Board on the recommendations of the Audit Committee.

In view of the amendment to the said Section 139 through the Companies(AmendmentAct)2017 notified on May 72018 ratification of auditor's appointment is no longerrequired. However as required under Section 142 of the Companies Act 2013 a proposal isput up for approval of members for authorizing the Board of Directors of the company tofix Auditor's remuneration for the year 2019-20. The members are requested to approve thesame.

The Statutory Audit Report for the year 2019-20 for Standalone Financial Results doesnot contain any qualification reservation or adverse remark or disclaimer made bystatutory auditor.

32 Cost Auditors

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

33 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014(as amended from time to time) thecompany 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 FinancialYear 2019-20.

The Secretarial Audit Report for the financial year ended March 312020 is annexedherewith as Annexure 'D' & 'D1' in Form No. MR-3 and forms an integral part of thisreport.

Further the Secretarial Compliance Report for the financial year ended March 312020was obtained from M/s Anjali Yadav & Associates Company Secretaries in relation tocompliance of all applicable SEBI Regulations/Circulars/Guidelines issued thereunderpursuant to requirements of Regulation 24A of Listing Regulations.

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

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

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

34 Internal Auditor & Internal Control

The internal audit has been entrusted to Mr.S.K. Aggarwal a Chartered Accountant. 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 reviews the internal control systems with the managementinternal auditors and statutory auditors and the adequacy of internal audit functionsignificant internal audit findings and follow up thereon if any.

35 Certificate of Non Disqualification of Directors

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

36 Consolidated Financial Results

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

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

The Auditors in their Consolidated Financial Statements have taken on record theunqualified opinion given by an Independent firm of Chartered Accountants on the auditreport on the financial statement of Jayabharat Credit Limited an associate company. Inthe Emphasis of Matter included in Auditors Report of another Associate Company viz IndiaLease Development Limited the Statutory Auditors opinion on the above is not modified inrespect of the above matter. There was no audit qualification in the financial statementsby the Statutory Auditors for the year under review and accordingly the ConsolidatedAudited Financial Results for the 4th quarter and year ended March 312020 asplaced before the Board were approved.

37 Board Committees

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

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

i) Audit Committee

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

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

ii) Nomination & Remuneration Committee

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

The Board accepts recommendations of the committee based on the policy on the Directors& KMP's appointment and other details as is required under Section 178(4) of theCompanies Act 2013 in the matter of appointment/ re-appointment of the Directors SeniorManagers and fixation of remuneration etc.

iii) Stakeholders Relationship Committee

As on the date of signing of this report Stakeholders Relationship Committee comprisesof 6 (six) Directors namely Sh. Rajiv Gupta Chairman of the company Smt. Arti GuptaJoint Managing Director Sh. Arun Mitter Executive Director and Sh. Bharat Kumar OnkarNath Aggarwal and Sh. Karun Pratap Hoon Independent Directors. Out of 6( six) Directors3 (three) Directors are Non Executive Independent Directors. Sh.Onkar Nath Aggarwal a NonExecutive 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 issues which remains to be resolved.

iv) Corporate Social Responsibility (CSR)

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

v) Risk Management Committee

After reconstitution. Risk Management Committee comprises of 3(three) DirectorsnamelySh. Arun Mitter Executive Director Sh. Bharat Kumar and Sh. Karun Pratap HoonNon Executive Independent Directors. Sh. Arun Mitter Executive Director is the Chairmanof the Committee.

38 Policies

SEBI( LODR) Regulations 2015 mandated the formulation of certain policies for alllisted companies. In compliance with the same the company has formulated the CorporateGovernance Policies viz Policy on Related Party Transactions Policy on Disclosure ofMaterial Event/information Unpublished Sensitive Information(UPSI) SEBI(Prohibition ofInsider Trading)Regulations2015 Whistle Blower Policy Policy on Document PreservationPolicy on Board Diversity Policy on Familiarization Programme for Independent DirectorsPolicy on Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal)Act2013(POSH) and Succession Policy etc are available on company's website www.mfgltd.com

39 Corporate Social Responsibility(CSR)

As a part of its initiative under the Corporate Social Responsibility (CSR) drive thecompany had 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 Act 2013 and the company's CSR policy. However As per theprovisions of Section 135 of the Companies Act 2013 as amended the company is notfalling in the criteria as is prescribed in the said section and as such CSR is notapplicable during this year. CSR Policy of the company is available on company's website www.mgfltd.com

40 CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations the CEO/FCFO certificatefor the financial year 2019-20 signed by Sh. Rajiv Gupta Chairman & Managing Director&CEO and Sh. M.K. Madan VP CS & Compliance Officer & CFO was considered andapproved by the Board of Directors of the company at their meeting held on June 292020.

41 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)Rules2014.

42 Investor Education & Protection Fund(IEPF)

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

43 Members holding shares in electronic form

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

44 Members holding shares in physical form

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

45 Re-classification as per Regulation 31A of SEBI(LODR) Regulations2015

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

46 Business Responsibility Report

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

47 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(Acceptanceof Deposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) forthe time being in force). There are no unclaimed deposits.

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

In terms of the requirements of clause (m) of Sub section (3) of Section 134 of theCompanies Act2013 read with the Companies(Accounts)Rules 2014 the particulars aregiven as under:-

(Rs in Lacs)

As on March 312020 As on March 312019
a) Technology It is not applicable It is not applicable
b) Conservation of Energy -do- -do-
c) Transactions in Foreign Currency -do- -do-
a) Expenditure in Foreign Currency
i) Repayment of Foreign Currency loan - -
ii) Interest on Foreign Currency Loan - -
iii) Travelling Expenses Rs 1.04 lacs Rs 1.64
b) Shares held by Non Resident Shareholders 167879
No. of Shareholders 33

The company had no earnings in foreign exchange

49 E-mail ID for Investor's Grievances

In compliance of Regulation 2(j) of SEBI(LODR) Regulations2015 the company hasdesignated an e-mail address i.e. mgfcomplaints@yahoo.co.in for the purpose of registeringcomplaints by investors for redressal of their grievances.

50 Listing Fee

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

51 Voting

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

52 Statutory Disclosures.

- Electronic copy of the Annual Report and the Notice of the AGM inter-aliaindicating the process and manner of voter cash through Remote e-voting and e-voting arebeing sent to all the Members whose e-mail IDs are registered with the company/DPs forcommunication purposes.

- The audited financial statements of the associate companies will be kept forinspection by any member of the company at its Registered Office during 10.00 a.m. to12.30 p.m. except Saturdays Sundays & Holidays upto the date of AGM.

- The financial results are placed on the company's website at www.mgfltd.com.

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

- Cash Flow Statement for Financial Year ended March 312020 is attached to the BalanceSheet.

53 Acknowledgements

Directors place on record their thanks for the assistance and cooperation received fromBanks stakeholders 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.

Annexure ‘A' to the Directors Report

In terms of Regulation 34(3) read with Section C of Schedule V to SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance for the year ended March 312020 is presented below:-

CORPORATE GOVERNANCE REPORT

1. Company's Philosophy on Code of Corporate Governance

This Corporate Governance Report for the year ended March 312020 forms part of theDirectors' Report and the same has been prepared on the basis of the provisions of ClauseC of the Schedule V of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015(LODR) as amended.

The company's philosophy on Code of Governance is intended to bring about:

- Transparency accountability and integrity in the Organization.

- Implementation of policies and procedures prescribed by the company to ensure highethical standards in all its business activities and responsible and responsivemanagement.

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

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

2. Board of Directors

The Board of Directors consist of 6(six) Directors as at the year end March 312020.The Board comprises of three Executive Promoter Directors including one Woman Director andthree Non Executive Independent Directors. The Board of Directors is headed by Sh. RajivGupta who is the Chairman & Managing Director & CEO of the company.

i) Constitution of the Board:

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

*Resigned on October 10 2019.

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

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

2(a) Composition of the Board

The composition of the Board is in conformity with the requirements of the applicableprovisions of the Companies Act 2013 read with the Regulation 17 of the SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 as amended. Details for theyear 2019-20 are as follows:-

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

* Resigned on October 10 2019

2(b)

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

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

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

* Resigned on October 10 2019

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

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

The Board meets at least once every quarter to review the quarterly results and otheritems of the Agenda and if necessary additional meetings are held. The gap between twoBoard Meetings does not exceed 120 days. The Board is apprised and informed of all theimportant information relating to the business of the company including those stated inPart A of Schedule II to the Regulation 17(7) of the SEBI(LODR) Regulations2015("Listing Regulations") (as amended). The Chairman & Managing Director& CEO and the Company Secretary discuss the items to be included in the Agenda whichis sent in advance to the Directors along with the draft of the relevant documents andexplanatory statement wherever required to enable the Board to discharge itsresponsibilities effectively and take informed decisions. The company is in compliancewith the provisions of the Secretarial Standards to the meetings of the Board of Directors& Committee(s).

None of the Independent Directors has served as an Independent Director in more than7(seven) listed companies. Necessary disclosures regarding committee positions in otherpublic companies as on March 312020 have been made by the Directors. None of theDirectors except Sh. Rajiv Gupta and Smt. Arti Gupta are inter-se related to eachother being husband and wife.

2(c) Directorships in equity listed companies

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

* Resigned on October 10 2019 3.

Number of Board Meetings:

During the financial year for the year ended March 312020 the Board of Directors met6(six) times on the following dates:

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

All the Directors were present for all the said meetings except Sh.Abhiram Seth whoresigned on October 10 2019 and Sh. Onkar Nath Aggarwal for the meeting held on May 292019 for which requisite leave of absence were granted as requested.

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

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

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

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

d) The meetings of the Board of Directors are informed well in advance and aregenerally held at the Registered Office i.e. MGF House 4/17-B Asaf Ali Road NewDelhi-110002. The notice confirming the minutes of the previous meeting and the detailedagenda for the ensuing meeting is sent invariably well in advance to all the Directors. Interms of the company's Corporate Governance policy all significant and materialinformation are placed before the Board to enable them to discharge theirresponsibilities. As per the directions of the Chairman the Company Secretary who is theCompliance Officer convene the meetings.

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

4. Independent Directors

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

4(a) Re-classification to Public Category

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

4(b) Role of independent Directors

Independent Directors bring to the company their wide experience in the field offinance accountancy and public policy. This wide knowledge of both their field ofexpertise and board room practices helps foster varied unbiased independent andexperienced perspectives. The company benefits from inputs in achieving its strategicdirections.

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

All Independent Directors of the company at the time of their first appointment andthereafter at the first meeting of the Board in every financial year give a declarationthat they meet with the criteria of independence as provided under Section 149( 6) of theCompanies Act 2013 read with Regulation 25 of SEBI(LODR) Regulations 2015. In theopinion of the Board each Independent Director possesses appropriate balance of skillsexperience and knowledge as required.

5 Disclosure of relationships between Directors inter-se

Sh. Rajiv Gupta Chairman & Managing Director & CEO and Smt. Arti Gupta JointManaging Director who are inter-se related to each other being husband and wife. Noneof the other directors is related to any other directors of the company.

6 Pecuniary Relationship

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

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

7. Details of equity shares of the company held by Executive and Non ExecutiveDirectors as on March 312020.

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

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

** Resigned on October 10 2019

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

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

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

8 Skills/Expertise/Competence of the Board

The Board comprises of persons with varied experiences in different areas who bring inthe required skills competence and expertise that allows them to make effectivecontribution to the Board and its committees. The following list summarizes the keyskills expertise and competence that the Board thinks is necessary for functioning in thecontext of the company's business and sector and which in the opinion of the Board itsMembers possess:-

i) Commercial

ii) Finance

iii) General Management and Human Resources

iv) Legal including laws related to Corporate Governance.

9. Evaluation of Directors and the Board

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

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

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

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

10. Separate Meeting of the Independent Directors

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

11. Remuneration of Executive Directors & KMP

Remuneration Paid to Executive Directors & KMP during the year ended March 312020is as under:-

(Amount in Rs)

Name of Director Basic salary & allowance Perquisites Contribution to Provident Fund Total (?)
Sh.Rajiv Gupta Chairman & Managing Director &CEO 2520000 304269 302400 3126669
Smt. Arti Gupta Joint Managing Director 2400000 192186 288000 2880186
Sh. Arun Mitter Executive Director 2784000 216000 208800 3208800
Sh. M.K. Madan Vice President & Company Secretary & CFO 1274500 242888 98508 1615896
Total 8978500 955343 897708 10831551

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

12. Remuneration paid to Non Executive Directors

(Amount in Rs)

Name of Director **Sitting fee for attending the Board Meetings during the year ended March 312020
Sh. Bharat Kumar 30000
Sh. Abhiram Seth* -
Sh. Onkar Nath Aggarwal 25000
Sh. Karun Pratap Hoon 30000
Total 85000

* Resigned on October 10 2019 ** excluding GST

No sitting fee for attending any committee meeting was paid.

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

13. Prevention of Insider Trading Code

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

14. Code of Conduct for Board Members and Senior Management

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

15. Governance Codes

Code of Business Conduct & Ethics

Regulation 17(5)(a) read with Regulation 26(3) of SEBI(LODR) Regulations 2015 hasaffirmed compliance of the Code of Conduct applicable to the Board of Directors and SeniorManagement team. The said code is also available on the company's website viz. www.mgfltd.com.

16. Board /Committees:

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

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

(a) Audit Committee

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

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

Chairman:

Sh. Bharat Kumar Non Executive Independent Director is the Chairman of the AuditCommittee.

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

Broad Terms of Reference of the Audit Committee

i) To oversee the company's financial reporting process and to ensure that thedisclosure of its financial statements are sufficient and credible;

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

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

a) Matter required to be included in the Directors' Responsibility Statement & tobe included in the Board's Report in terms of Section 134(3 ) ( c ) of the Companies Act2013

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

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

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

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

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

v) Ensuring compliance with regulatory guidelines.

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

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

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

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

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

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

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

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

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

The Audit Committee also mandatorily review the following information:

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

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

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

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

(5) To review the appointment removal and terms of remuneration of the internalauditor.

(6) Statement of deviations if any;

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

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

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

During the year ended March 312020 the Committee met six times detailed as under:- Attendanceof the Directors in the Audit Committee Meeting:

Sl No. Date of Meeting

Attendance of Directors

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

*Resigned on October 10 2019

Yes- attended No- not attended

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

(b) Stakeholders Relationship Committee.

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

Chairman

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

Terms of Reference

The terms of reference of the committee includes enquiring into and redressingcomplaints of shareholders and investors and to resolve the grievances of the stakeholdersof the company which are in line with Regulation 20 of SEBI(LODR) Regulations2015(Specified in part D of the Schedule II) and Section 178 of the Companies Act 2013).

Attendance of Directors in the Stakeholders Relationship Committee Meetings:

During the year ended March 312020 the Committee met four times detailed as under :-

Sl No. Date of Meeting

Attendance of Directors

Sh. Rajiv Gupta Smt. Arti Gupta Sh. Arun Mitter Sh. Bharat Kumar Sh.O.N. Aggarwal** Sh.Abhiram Seth* Sh. Karun Pratap Hoon
1. May 20 2019 Yes Yes Yes Yes - Yes Yes
2. Aug 132019 Yes Yes Yes Yes - No Yes
3. Oct 18 2019 Yes Yes Yes Yes Yes No Yes
4. Jan 23 2020 Yes Yes Yes Yes Yes No. Yes

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

Yes- attended No- not attended

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

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

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

Number of complaints pending with the company

No complaint was received during the year ended March 312020

( c ) Nomination and Remuneration Committee

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

Broad Terms of reference of the Nomination and Remuneration Committee:

i) to deal with matters related to remuneration by way of salary perquisitesbenefits etc to the Managing Director/Joint Managing Director/ Whole Time Director of theCompany.

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

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

Membership:

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

Chairman

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

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

During the year ended March 312020 the Committee met three times detailed as under:-

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

Sl No. Date of Meeting

Attendance of Directors

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

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

(d) Risk Management Committee Membership:

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

Chairman:

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

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

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

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

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

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

During the year ended March 312020 the Committee met once detailed as under:

Attendance of the Members in the Risk Management Committee

Sl No. Date of Meeting

Attendance of Directors

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

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

(e) Corporate Social Responsibility(CSR) Committee

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

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

Chairman

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

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

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

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

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

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

During the year ended March 312020 the Committee met once detailed as under :- Attendancein the Corporate Social Responsibility(CSR) Committee

Sl No. Date of Meeting

Attendance of Directors

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

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

17. Policy for appointment and remuneration

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

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

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

c. Formulate criteria for determining qualifications positive attributes andindependence of a Director.

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

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

18. GENERAL BODY MEETINGS:

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

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

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

(b) Postal Ballot

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

Resolution No. Particulars of the Resolution passed Section of the Companies Act 2013 and Memorandum & Articles of Association under which the resolution were passed
1 Su-division of Equity Shares of the company having a face value of Rs.10/-each into 2(two) equity shares of the face value of Rs. 5/-each Section 6164 of the Companies Act 2013
2 Alteration of Capital Clauses of the Memorandum of Association ("MOA") of the Company Section 13 6164 and other applicable provision of the Act
3. Alteration of Share Capital & Variation of Rights Clause-Article 2(a) and 2(b) of the Articles of Association("AOA") of the company Section 13 6164 and other applicable provision of the Act

(c) Procedure of the Postal Ballot

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

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

According to the Postal Ballot Notice the voting period commenced on February 282020(at 9.00 A.M) and ended on March 28 2020(5.00.PM.) for physical ballots and as wellas for e-voting. The votes cast under remote e-voting facility were unblocked immediatelyafter completion of voting hours at 5.07 PM. on March 28 2020 and the e-voting summarystatement was downloaded from e-voting website of Central Depository Services(India)Limited).

The Equity Shareholders holding shares as on Cut off date i.e. February 212020were entitled to vote on the resolutions as stated in the Notice of the Postal Ballot. Theshareholders by way of Special Resolutions passed the resolutions. The Scrutinizersubmitted her report as under:-

A. Resolution no.1(Special Resolution)

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

The Results of the voting is as under:-

Voted in favour of the Resolution

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

Votes against the resolution:

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

In valid Votes:

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

B. Resolution No.2 (Special Resolution)

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

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

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

Voted against the resolution

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

In valid Votes:

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

C Resolution No.3(Special Resolution)

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

The Result of the voting is as under:-

Voted in favour of the Resolution-

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

Voted against the resolution

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

In valid Votes:

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

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

19. Other Disclosures:-

a) Transaction with Non Executive Directors

The Non Executive Directors of the company do not have any material pecuniaryrelationship or transactions vis-a-vis company except sitting fee for attending the BoardMeeting.

b) Shareholding of Directors

The shareholding details of the directors as at March 312020 are included in FormMGT-9 forming part of the Directors' Report which is also disclosed in item No 7 ofthis Corporate Governance Report.

c) Accounting Standards/Treatment

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

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

d) Number of shares pending for transfer:

No shares were pending for transfer as on March 312020.

(e) Affirmations and Disclosures

The company has complied with all mandatory requirements as stipulated in schedule V(c)of the SEBI (LODR) Regulations. The disclosures of the compliance of Corporaterequirements specified in Regulation 17 to 27 of the SEBI(LODR) Regulations have beenmade in the Corporate Governance Report. All the details required under clauses (b) to (m)(except clause (h) which is not applicable at present of sub regulation (2) of Regulation46 of the said Regulation are displayed on the website www.mgfltd.com

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

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

- Understanding of the company's business policies values vision goals strategicplan Corporate Governance.

- Accounting and Financial skills

- Strategic thinking and decision making

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

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

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

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

g) Details of capital market non compliances if any

There was no non compliance by the company of any legal requirements; nor has therebeen any penalty/stricture imposed on the company by any Stock Exchanges SEBI or anyStatutory Authority on any matter related to capital markets during the last three yearsexcept the penalty levied by BSE during the year ended March 312017 which was dulyreported in the Corporate Governance Report of the relevant year.

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

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

2. Shareholder's Rights- The quarterly and year to date financial statements aredisseminated through Stock Exchanges published in newspapers and also uploaded oncompany's website.

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

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

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

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

(i) Mandatory requirements

The company has complied with all the mandatory requirements of SEBI(LODR) Regulations2015.

(ii) Non-mandatory requirements

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

j) Policy for determining ‘Material Subsidiaries'

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

k) Compliance Certificate

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

l) Related Party Transactions (RPTs)

The company enters into various transactions with related parties as defined underSection 2(76) of the Companies Act 2013 in its ordinary course of business. All the RPTsare undertaken in compliance with the provisions set out in Companies Act 2013 andRegulation 23 of SEBI(LODR) Regulations 2015. The Audit Committee and the Board ofDirectors of the company have formulated the policy on dealing with RPTs and a policy onmateriality of RPTs which is uploaded on the website of the company. There were nomaterially significant transactions with related parties during the financial year. Astatement in summary form of transactions with related parties in the ordinary course ofbusiness and arm's length basis is periodically placed before the Audit Committee for itsreview. Omnibus approval invariably is obtained for transactions which were repetitive innature. The company has in place a Policy on dealing with Related Party Transactions andwhich has been posted on the website of the company at www.mgfltd.com. The companydoes not have a 'Material Subsidiary ' as defined under Regulation 16(1) ( c ) of theSecurities and Exchange Board of India(Listing Obligations and Disclosures Requirements)Regulations 2015 [Listing Regulations]. The Board shall formulate a policy to determineMaterial Subsidiary as and when considered appropriate in the future.

m) Risk Management

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

n) Disclosure of Accounting Treatment

There is no deviation in following the treatment prescribed in any Indian AccountingStandards (Ind AS) in the preparation of financial statements of the company. Adoption ofnon mandatory requirements in compliance of Regulation 27(1) of SEBI(LODR) Regulations2015 is being reviewed by the Board from time to time.

o) Management:

Management Discussion and Analysis Report:

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

- Recording Minutes of proceedings at Board and Committee meetings

The Company Secretary records the minutes of the proceedings of each Board andCommittee meeting. Draft minutes are circulated to all the members of the Board/Committeefor their comments. The minutes are entered in the Minutes Book within 30( thirty) daysfrom the conclusion of the meeting.

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

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

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

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

- During the year 2019-20 the total fees for all services to be paid by the company toStatutory Auditors M/s Jagdish Chand & Co Chartered Accountants is Rs 6 21000 ( Rs6 85 000 previous year).

Whistle Blower Policy/Vigil Mechanism

In compliance of Regulation 22 of SEBI(LODR) Regulations 2015 Whistle Blower Policyis available on the company's website viz mgfltd.com.

The Company believes in the conduct of affairs in a fair and transparent manneradopting highest standards of professionalism honesty integrity and it is committed todeveloping a culture where every employee is safe to raise concerns about any poor orunacceptable practice and any event of misconduct.

a) Regulation 22(2) of SEBI(LODR Regulations 2015 has established the Whistle BlowerPolicy for Directors and employees to report concerns about unethical behavior actual orsuspected fraud or violation of any of law or company's conduct of conduct mismanagementgross waste or misappropriation of company's funds.

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

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

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

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

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

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

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

CODE OF CONDUCT FOR DISCLOSURE UNDER SEBI (PROHIBITION OF INSIDER TRADING)REGULATIONS2015

Code of Conduct for Disclosure under SEBI( Prohibition of Insider Trading)Regulations2015 as amended is available on the company's website mgfltd.com

Code of Conduct for Directors and Senior Management

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

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

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

21 Nomination Facility:

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

22 Means of Communication

Quarterly/Half Yearly Financial Results of the company are forwarded to BSE Limited andNSE Ltd and published in Financial Express and Mahalaxmi newspapers. Half-yearly report isnot sent to each household of members as the results of the company are published in thenewspapers. In addition to the above the results are also available on the company'swebsite: http://www.mgfltd.com for the information of all the members.

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

23 Prevention of Insider Trading

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

24. General Shareholders Information :

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

25. Financial Calendar

(Tentative schedule)
Financial reporting for the quarter ended June 30 2020 Within 45 days of the close of the quarter i.e. August 14 2020
Financial reporting for the quarter and half ended September 30 2020 Within 45 days of the close of the quarter i.e. November 14 2020
Financial reporting for the quarter ended December 31 2020 Within 45 days of the close of the quarter i.e. February 14 2021
Financial reporting for the quarter and year ended March 312021 Within 60 days of the close of the quarter i.e. May 30 2021

26. Shareholder's Information

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

27. Dematerialization of Shares

94.46% of the Equity shares of the company have been dematerialized as on March312020. The company's shares can be traded only in dematerialized form as per SEBInotification. The company has entered into an agreement with NSDL and CDSL wherebyshareholders have the option to dematerialize their shares with either of thedepositories. The company's shares are regularly traded on BSE and NSE.

28 Share Transfer System

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

29 Registrar and Share Transfer Agents :

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

30 Permanent Account Number (PAN)

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

31 Credit Rating

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

32. Compliance Officer:

Sh. M. K. Madan

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

Phone No.011-23276872

33. Company Secretary:

Mr.M.K.Madan

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

34. Address for Correspondence:

Registered Office:

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

Asaf Ali Road New Delhi - 110 002.

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

CIN No.L74899DL1930PLC000208 GST No.07AAACT2356D2ZN

35. Name and address of each Stock Exchange(s) at which the company's securities arelisted and a confirmation about the payment of Annual Listing fee to each such StockExchange(s)

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

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

National Stock Exchange of India Ltd( NSE)

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

Equity shares in Demat Form : INE861B01023

Depository Connectivity : NSDL and CDSL

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

(BSE)

(NSE)

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

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

Category of Shareholding as on March 31 2020

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

* includes persons acting in concert.

38. Distribution of Company's Shareholding as on March 31 2020:

Category

Shareholders

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

Percentage(%)

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

Company has split face value of equity shares from Rs. 10/- per equity share to Rs.5/-per equity share as approved by the shareholders of the company through Postal Ballot on30th March 2020 with record date on Monday 22nd June 2020 As perInd AS- 33 earning per share calculations for all the years/periods are based on newnumber of equity shares.

38(a) In case the securities are suspended from trading the Director's Report shallexplain the reason of:

Not Applicable

39. Details of Total Fees paid to Statutory Auditors

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

Particulars For the financial year ended March 31 2020 For the financial year ended March 31 2019
Audit Fee 325000 325000
Tax Audit 75000 75000
Other Services 221000 285000
Total 621000 685000

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

In accordance with Regulation 18(3) of SEBI(LODR) Regulations 2015 Sh. Rajiv GuptaChairman & Managing Director &CEO and Sh. M.K. Madan VP CS & ComplianceOfficer &CFO of the company have inter-alia certified and confirmed to the Boardabout the correctness of the financial statements adequacy of internal control measuresand matters to be reported to the Audit Committee.

41 Going Concern

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

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

As on March 312020 - NIL

43 Commodity price risk or foreign Exchange risk and hedging activities

as on March 312020 - NIL

44 Dividend Payment

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

45 Compliance:

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

.