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Motor & General Finance Ltd.

BSE: 501343 Sector: Financials
NSE: MOTOGENFIN ISIN Code: INE861B01015
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VOLUME 25
52-Week high 45.60
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Mkt Cap.(Rs cr) 50
Buy Price 25.05
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Motor & General Finance Ltd. (MOTOGENFIN) - Director Report

Company director report

Your Directors are pleased to present the 89th Annual Report on the business andoperations of the company and the accounts for the financial year ended March 312019.

Financial Summary

The Board's Report is prepared based on the Standalone Financial Statements of thecompany.

(Rs. in lacs)

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

The financial statement for the year ended on March 312019 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 in a true and fair manner. Revenue from operations on Standalone basiswhich includes rent from properties as on March 31 2019 amounts to Rs. 1053.52 lakhs.

1. Dividend

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

2. Share Capital

There is no change in the Paid up Equity Share Capital of the company as on March312019 which remained at Rs. 1936.35 lakhs.

3. Change in Nature of Business

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

4. Transfer to Reserves

The company has not transferred any amount to General Reserves for the financial yearended March 312019.

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

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 62(1)(b) of the Companies Act2013

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)Rules2014 has been issued.

8. Material changes and commitments if any affecting financial position of thecompany from the end of the financial year and till the date of this report.

There are no material changes and commitments if any which could affect the financialposition of the company that have occurred between the end of the financial year to whichthe financial statement relates and the date of this report unless otherwise stated inthis report.

9. Significant and Material Orders passed by the Regulators or Courts orTribunal

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.

10. 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"forming part 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 as specified in SEBI ListingRegulations.

11. Extract of Annual Return

Details forming part of the extract of Annual Return as on March 312019 is availablein Form MGT 9 which is in accordance with Section 92 of the Companies Act2013 read withthe Companies(Management and Administration) Rules 2014 included in this report as Annexure"C" and forms an integral part of this report.

12. Directors Retiring by Rotation

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

In accordance with the provisions of Section 152 of the Companies Act 2013 as requiredunder Regulation 36 of the SEBI(LODR) Regulations 2015 read with Article 60(e) of theArticles of Association of the company Sh. Rajiv Gupta(DIN:00022964) Chairman &Managing Director &CEO Smt. Arti Gupta(DIN:00023237) Joint Managing Director and Sh.Arun Mitter(DIN:00022941) Executive Director shall retire by rotation at the ensuing 89Annual General Meeting and being eligible offer themselves for re-appointment. Profile ofthese Directors as required by Regulation 36(3) of the SEBI(LODR) Regulations2015 andother applicable provision(s) is given in the Notice convening the forthcoming AGM.

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

13. Key Managerial Personnel

As per the requirements under the provisions of Section 203 of the Companies Act 2013Sh. Rajiv Gupta(DIN:00022964) Chairman & Managing Director &CEO Smt.ArtiGupta(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.

14. 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.

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

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

The Board on the favourable recommendations of Nomination & Remuneration Committeeproposed that on the expiry of term i.e. August 12 2019 Sh. Rajiv Gupta Chairman &Managing Director & CEO Smt. Arti Gupta Joint Managing Director and Sh. Arun MitterExecutive Director be re-appointed for a further period of three years i.e. from August132019 to August 122022 on the existing terms & conditions. Further to comply withRegulation 17(6)(e) of SEBI(LODR) Regulations 2015 as amended resolution has beenplaced before the Members to seek their consent for payment of remuneration to Sh. RajivGupta Chairman & Managing Director & CEO Smt. Arti Gupta Joint ManagingDirector and Sh. Arun Mitter Executive Director & promoters of the company or memberof the promoter group on such terms & conditions as approved by the members by way ofSpecial Resolution through Postal Ballot dated March 292019 & notwithstanding thatthe annual aggregate remuneration payable to them exceeds 5% of the net profits of thecompany as calculated under Section 198 of the Companies Act2013 in any year during thetenure of their appointments viz upto August 122019 and renewal of the term from August132019 to August 122022 on the existing terms & conditions.

17. Re-appointment of Independent Directors

The first term of Sh. Bharat Kumar Non Executive Independent Director expires onSeptember 172019. Keeping in view the rich experience acumen qualification immenseknowledge of the industry & the substantial contribution & as well as performanceevaluation as a member of the Board Committee of the Board the Board of Directors onthe recommendation of Nomination & Remuneration Committee have pursuant to Section149 of the Companies Act2013 & Regulation 25 of the Listing Regulations haverecommended to the members to consider the re-appointment of Sh. Bharat Kumar for anotherterm of five consecutive years commencing from September 182019 to September 172024 notliable to retire by rotation. In terms of Regulation 17(1A) of the Listing Regulationapproval of the members of the company is also required for continuation of directorshipexceeding the age of 75 years of Sh. Bharat Kumar during his second term of hisappointment. Accordingly appropriate resolution is placed before the members for approval.Necessary details are given in the resolution & explanatory statement in accompanyingnotice of the ensuing 89 AGM of the company Sh. Bharat Kumar has declared that he meetsthe criteria of independence as laid down in Section 149(6) of the Companies Act2013along with Rules framed there under & Regulation 16(1)(b) of the Listing Regulations.

As on the date of this Report the Board of Directors have decided that pendingapproval of the application made under Regulation 31A of SEBI(LODR) Regulations2015 dulyamended to the Stock Exchanges the matter regarding re-appointment of Sh. Abhiram SethNon Executive Independent Director for a further period of five years starting fromSeptember 18 2019 will be taken up at a later date.

18. Number of Meeting of Board of Directors

7 (seven) meetings of the Board of Directors were held during the financial year. Thedetails of the meetings of the Board of Directors of the company and its Committeesconvened during the financial year 2018-19 are given in the Corporate Governance Reportwhich forms part of this Annual Report.

19. Directorship and Membership on Committees and Shareholding of Non ExecutiveDirectors

All the Directors at the beginning of the financial year have periodically andregularly informed the company about their Directorship and Membership on theBoard/Committees of the Board of other companies. As per the disclosures received none ofthe Directors of the company hold Memberships/Chairmanships of more than the prescribedlimits across all companies in which he/she is a Director.

20. Director’s Responsibility Statement

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

i) In the preparation of the annual accounts for the financial year ended March312019 applicable Accounting Standards and Schedule III of the CompaniesAct2013(including any statutory modification(s) or en-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;

ii) Such accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company as on March 312019 and of theLoss of the company for the year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013(includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

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

21. Formal annual evaluation of the performance of the Board its Committees andDirectors

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

Pursuant to provisions of part VII of the Schedule IV of the Companies Act2013 andregulation 25 of the SEBI Obligations and Disclosures Requirements)Regulations2015 aseparate meeting of Independent Directors was held on March 152019 for transacting thebusiness enumerated under said provisions and also Non Independent Directors and theExecutive Directors of the company were evaluated by the Independent Directors of thecompany in the said separate meeting.

The formal Annual evaluation of the Board as a whole Chairman of the CompanyCommittees of the Board namely Audit Committee Stakeholders Relationship CommitteeCorporate Social Responsibility Committee Nomination & Remuneration Committee andRisk Management Committee and all the Directors were undertaken in the Board Meeting.

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

22. Policy on Sexual Harassment of Women at Workplace(Prevention Prohibition andRedressal) Act2013

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

23. Vigil Mechanism Policy

In compliance with the provisions of Section 177(9) of the Companies Act2013 read withthe Rules made there under the Company has instituted a Whistle Blower Mechanism whichinter-alia facilitates its employees to report genuine concerns. The mechanism providesfor adequate safeguards against victimisation of persons using the mechanism and makeprovision for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The policy is available on the Company’s website at http/ www.mgfltd.com

24. Adequacy of Internal financial controls with reference to the financial statements

The company has documented its internal financial controls considering the 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 timely preparation of reliable financialinformation.

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

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

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

26. 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.

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.

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.

There are no materially significant related party transactions that may have potentialconflict with the interest of the company at large. The company does not have a‘Material Subsidiary’ as defined under Regulation 16(1) ( c ) of the Securitiesand Exchange Board of India(Listing Obligations and Disclosures Requirements)Regulations2015[Listing Regulations]. The Board shall formulate a policy to determine‘Material Subsidiary’ as and when considered appropriate in the future.

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

Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act2013 read with Rule 8(2)of the Companies(Accounts)Rules 2014 is set out in the Annexure ‘B2’to this Report.

27. Board Meetings

The Company Secretary in consultation with the Chairman prepares the agenda of theBoard/Committee Meetings which is ordinarily intimated 7 (seven) days in advance inwriting to the members prior to the meeting in order to permit adequate review. TheCompany Secretary records minutes of each meeting and draft minutes are circulated to allmembers of the Board/Committee well in advance.

28. Code of Conduct for Directors and Senior Management

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

29. Audit & Auditors

Statutory Auditors

At the 87 Annual General Meeting held on September 262017 the members approvedappointment of M/s. Jagdish Chand & Co Chartered Accountants(firm Regd No.000129N) tohold office from the conclusion of 88 Annual General Meeting until the conclusion of 92ndAnnual General Meeting on such remuneration as may be fixed by the Board on therecommendation of 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 Act2013 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 approvethe same.

The Statutory Audit Report for the year 2018-19 for Standalone Financial Results doesnot contain any qualification reservation or adverse remark or disclaimer made bystatutory auditor.

30. Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the CompaniesAct2013 and Rules made there under & on the recommendations of the Audit CommitteeM/s PCK & Associates Cost Accountants(Firm Regd No.00514) were re-appointed as theCost Auditors of the company for the Financial Year ending 2018-19 at a remuneration ofRs. 40000 plus GST as applicable. As required under the Companies Act 2013 aresolution seeking member’s approval for the remuneration payable to the CostAuditors forms part of the notice.

31. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act2013 and theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 made thereunder the Board has re-appointed M/s Anjali Yadav & Associates (FCS No.6628 & CPNo.7257) Company Secretaries as the Secretarial Auditor to conduct and audit thesecretarial records for the Financial Year 2018-19.

The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith as per Annexure ‘D’ & D’1’ in FormNo. MR-3 and forms an integral part of this report. The Secretarial Audit Report does notcontain any qualification reservations or adverse remarks.

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

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

Further in terms of the provisions of the Circular No.CIR/CFD/CMD1/27/2019 datedFebruary 82019 issued by SEBI the company has obtained the Annual Secretarial ComplianceReport thereby confirming compliance of the applicable SEBI Regulations andcirculars/guidelines issued there under on behalf of the company. Refer Annexure‘F ‘

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

32. 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.

33. 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’.

34. Consolidated Financial Results

As per Regulations 33 of the Securities and Exchange Board of India(Listing Obligationsand Disclosure Requirements) Regulations2015(hereinafter referred to as "ListingRegulations") and in accordance with the applicable provisions of the CompaniesAct2013 read with the Rules issued there under and IND AS-110 the Consolidated FinancialStatements of the Company for the Financial Year 2018-19 have been prepared in compliancewith the applicable Accounting Standards and on the basis of audited financial statementsof the company and Associate Companies as approved by the respective Board of Directors.

The Auditors in their Consolidated Financial Statements have taken on record thequalified opinion given by an Independent firm of Chartered Accountants on the auditreport on the financial statement of Jayabharat Credit Limited an associate company whichare self explanatory and does not require any further comments/clarification by the Boardof Directors of the company. In the Emphasis of Matter included in Auditors Report ofanother Associate Company viz India Lease Development Limited the audit opinion of thefinancial statements in respect of these matters is not qualified.

35. 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 the following committees:-

i) Audit Committee

As on the date of signing of this report the Audit Committee comprises of 5 (Five)Directors namely Sh. Arun Mitter Executive Director Sh. Bharat Kumar Sh. AbhiramSeth Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon 4(Four) of them being NonExecutive Independent Directors. Sh. Bharat Kumar a Non Executive Independent Directoris the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee.

ii) Nomination & Remuneration Committee

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

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 theAct in the matter of appointment/re-appointment of the Directors Senior Managers andfixation of remuneration etc.

iii) Stakeholders Relationship Committee

As on the date of signing of this report Stakeholders Relationship Committeecomprises of 6 (six) Directors namely Sh. Rajiv Gupta Chairman & Managing Director& CEO Smt. Arti Gupta Joint Managing Director Sh. Arun Mitter Executive DirectorSh. Bharat Kumar Sh. Abhiram Seth and Karun Pratap Hoon Independent Directors. Out of 6(six) Directors 3 (three) Directors are Non Executive Independent Directors. Sh. AbhiramSeth a Non Executive Independent Director is the Chairman of the Committee.

The Committee looks into and resolves the grievances of the stakeholders as on the dateof this report there are no issue which remains to be resolved.

iv) Corporate Social Responsibility (CSR)

As on the date of signing of this report Corporate Social Responsibility (CSR)Committee comprises of 4(four) Directors namely Sh.Arun Mitter Executive DirectorAbhiram Seth Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon Non Executive IndependentDirectors. Out of 4(four) Directors 3(three) Directors are Independent Directors .Sh.Abhiram Seth Non Executive Independent Director is the Chairman of the Committee.

v) Risk Management Committee

The Committee was reconstituted on March 292019.Risk Management Committee comprises of3(three) Directors namelySh. Arun Mitter Executive Director Sh. Bharat Kumar and Sh.Abhiram Seth Non Executive Independent Directors. Out of three Directors 2(two)Directors are Non Executive Independent Directors. Sh. Arun Mitter Executive Director isthe Chairman of the Committee.

36 Policies

SEBI( LODR) Regulations2015 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 of Material Event/information Unpublished Sensitive Information(UPSI)SEBI(Prohibition of Insider Trading)Regulations2015 Whistle Blower Policy Policy onDocument Preservation Policy on Board Diversity Policy on Familiarization Programme forIndependent Directors Policy on Sexual Harassment of Women at Workplace(PreventionProhibition and Redressal) Act2013(POSH) etc are available on company’s website www.mfgltd.com

37. 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 Act2013 and the company’s CSR policy. However As per theprovisions of Section 135 of the Companies Act2013 as amended the company is not fallingin the criteria as is prescribed in the said section and as such CSR is not applicableduring this year. CSR Policy of the company is available on company’s website www.mgfltd.com

38. CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations the CEO/FCFO certificatefor the financial year 2018-19 signed by Sh. Rajiv Gupta Chairman & Managing Director&CEO and Sh. M.K. Madan Vice President & Company Secretary &CFO was placedbefore the Board of Directors of the company at their meeting held on August 132019.

39. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Mangerial Personnel)Rules 2014 as amended a statement showing the names and other particulars of employeesdrawing remuneration and other disclosures are mentioned which forms part of this report.

40. Investor Education & Protection Fund(IEPF)

Pursuant to Section 124(5) of the Act read with IEPF Authority(Accounting Audittransfer & Refund) Rules2016 ("The Rules") all unpaid & unclaimedDividend for the financial year 2010-11 after the completion of continuous seven years& in accordance with the aforesaid provisions Rs. 646706 was transferred to IEPF.Further pursuant to provision of Section 124(6) of the Act such shares in respect ofwhich dividend had remained unpaid or unclaimed for seven consecutive years wastransferred to Demat Account maintained by IEPF authority and accordingly 125748 equityshares of the company were transferred to the Demat Account maintained by IEPF authority.The dividend & equity shares once transferred can only be claimed by the concernedshareholder(s) from IEPF authority after complying with the procedures prescribed underthe Rules & the amended Rules.

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

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

Subsequent thereto the Company had made applications to the Stock Exchanges for theirapproval for the aforementioned re-classification. The company has yet to receive theapprovals from Stock Exchanges for the re-classification from Promoter Group to Publiccategory.

42. Business Responsibility Report

As per Regulation 34(2) (f) of SEBI(LODR) Regulations2015 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.

43. Public Deposits

During the year under review your company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act2013 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.

44. Conservation of Energy Technology Absorption and Foreign Exchange Earnings/Outgo

In terms of the requirements of clause (m) of Sub section (3) of Section 134 of theCompanies Act2013 read with the Companies(Accounts)Rules2014 the particulars are givenas under:-

(Rs. in Lacs)

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

The company had no earnings in foreign exchange

45. E-mail ID for Investor’s Grievances

In compliance of SEBI(LODR) Regulations2015 the company has designated an e-mailaddress i.e. mgfcomplaints@yahoo.co.in for the purpose of registering complaints byinvestors for redressal of their grievances.

46. Listing Fee

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

47. Statutory Disclosures.

- A copy of the audited financial statements for each of the company’s associateswill be made available to the members of the company seeking such information at anypoint of time upto the date of AGM.

- The audited financial statements of the said companies will be kept for inspection byany member of the company at its Registered Office during 10.00 a.m. to 12.30 p.m. exceptSaturdays 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 2019 is attached to the Balance Sheet.

48. Sexual Harassment Policy

The company has a policy of sexual harassment at the work place the Company hascomplied with the provisions relating to the constitution of internal complaints Committeeunder Sexual Harassment of Woman at Workplace(Prevention Prohibition and Redressal)Act2013. There was no case reported during the year under review under the said policy.

49. Acknowledgements

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

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

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