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Motor & General Finance Ltd.

BSE: 501343 Sector: Financials
NSE: MOTOGENFIN ISIN Code: INE861B01015
BSE 00:00 | 15 Feb 41.15 -2.20
(-5.07%)
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41.10

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41.15

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41.10

NSE 00:00 | 14 Feb 43.00 0
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43.05

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43.75

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OPEN 41.10
PREVIOUS CLOSE 43.35
VOLUME 196
52-Week high 66.00
52-Week low 33.15
P/E 1028.75
Mkt Cap.(Rs cr) 80
Buy Price 41.10
Buy Qty 7.00
Sell Price 52.00
Sell Qty 50.00
OPEN 41.10
CLOSE 43.35
VOLUME 196
52-Week high 66.00
52-Week low 33.15
P/E 1028.75
Mkt Cap.(Rs cr) 80
Buy Price 41.10
Buy Qty 7.00
Sell Price 52.00
Sell Qty 50.00

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

Company director report

Your Directors take pleasure in presenting their 88 Report on the business andoperations of the company and the accounts for the financial year ended March 31 2018.

Financial Summary

The Board's Report is prepared based on the Standalone Financial Statements of thecompany. Your company has adopted Indian Accounting Standards( 'IND-AS') with effect fromApril 12017. Financial Statements for the year ended March 31 2018 along with itscomparative financial statement for the year ended March 312017 & as on April 012016have been prepared in accordance with IND-AS notified under the Companies (IndianAccounting Standards)Rules 2015 as amended by the Companies(Indian AccountingStandards) Rules2017 read with Section 133 and other applicable provisions of theCompanies Act2013. The company has modified the accounting and reporting system tofacilitate the changes.:-

( Rs. in lacs)
Financial Results Year ended March 31 2018 Year ended March 31 2017
Gross Profit before depreciation finance cost and provisioning 340.71 547.07
Less: Finance Cost 389.34 523.25
Less: Depreciation including impairment 117.35 (125.15)
Profit /(Loss) before exceptional items and tax (165.99) (101.34)
Exceptional Items - -
Profit /(Loss) before tax (165.99) (101.34)
Provision for tax /Deferred Tax/Tax adjustments 93.30 138.73
Profit(/Loss) for the year (72.69) 37.39
Other Comprehensive income(net of tax) 3.87 2.35
Total comprehensive income for the year (68.82) 39.74

Revenue from operations on Standalone Basis is rent from properties which isRs..1055.55 Lacs as on March 31 2018. The company has made provision of Rs.. 25.26 Lacsas on March 31 2018 for diminution in value of long term investments.

Dividend

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

Share Capital

The Paid up Equity Share capital as on March 31 2018 stood at Rs..1936.35 lacs. Duringthe year there is no increase in the Share Capital.

IND-AS effect

In view of applicability of IND-AS the reconciliation and description of the effectsof this transaction has been explained in Note No.38.3(i) to 38.3(iii) of the FinancialStatement.

General Reserves

The company has not transferred any amount to the General Reserves for the financialyear ended March 312018.

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.

Disclosure under Section 54(1) (d) of the Companies Act 2013

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.

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.

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

No material changes and commitments which could affect the company's financial positionand/or future operations and /or Going Concern have occurred since the close of thefinancial year i.e. March 312018 till the date of the Board's Report.

Further it is hereby confirmed that there has been no change in the nature of businessof the company

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.

Corporate Governance

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of theListing Regulations a Compliance Certificate on Corporate Governance signed by theStatutory Auditors is enclosed forming an integral part of this Board's Report. Thecompany is committed to maintain the highest standards of Corporate Governance and adhereto the Corporate Governance requirements set out by the Securities and Exchange Board ofIndia(SEBI).

Your company is committed to transparency in all its dealings and places higheremphasis on business ethics. The requisite Compliance Certificate as required under Part Eof Schedule V of the Listing Regulations issued by M/s. Anjali Yadav & AssociatesPractising Company Secretaries Delhi Secretarial Auditors of the company pertaining tothe compliance of conditions of Corporate Governance is annexed.

Extract of Annual Return

The details forming part of the extract of Annual Return as on March 312018 isavailable in Form MGT 9 which is in accordance with Section 92 of the Companies Act2013read with the Companies(Management and Administration) Rules 2014 included in this reportas Annexure ‘C' and forms an integral part of this report.

Board of Directors & Key Managerial Personnel

Necessary resolutions relating to Directors who are seeking re-appointment as requiredunder Regulation 36 of the Listing Regulations is enclosed as part of the Notice datedAugust 102018 of the ensuing 88 Annual General Meeting.

As per the requirements under the provisions of Section 203 of the Companies Act2013the Board of Directors noted that Sh. Rajiv Gupta(DIN:00022964) Chairman & ManagingDirector &CEO Smt. Arti Gupta(DIN:00023237) Joint Managing Director Sh. ArunMitter(DIN:00022941) Executive Director and Sh. M.K. Madan Vice President & CompanySecretary &CFO are the Key Managerial Personnel of the company as on the date of thisBoard's Report.

As on March 31 2018 your company has 7 (Seven) Directors consisting of 4(Four) NonExecutive Independent Directors 3(Three) Executive Directors including one WomanDirector.

None of the Directors of your company is disqualified under the provisions of Section164(2)(a) and ( b) of the Companies Act2013.

Sh. Onkar Nath Aggarwal (DIN:00629878) was appointed from March 31 2015 to March302020 as Non Executive Independent Director by the shareholders till the conclusion ofthe Annual General Meeting of March 30 2020 vide Regulation 17(1A) of SEBI(LODR)(Amendment)Regulations 2018 vide notification dated May 92018 although applicable fromApril 1 2019 has prescribed the maximum age limit for Non Executive Independent Directorto 75(Seventy Five) years and he may continue in office by passing a Special Resolution.Since Sh. Onkar Nath Aggarwal has attained such age and consented to continue in officehence a resolution to that effect has been proposed.

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act2013 and 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 88Annual General Meeting and being eligible offer themselves for re-appointment.

Independent Directors with materially significant pecuniary or business relationshipwith the company.

There is no pecuniary or business relationship between Non Executive IndependentDirectors and the company except for the Board Meeting Fee in accordance with theapplicable laws and with the approval of the shareholders. A declaration to this effect isalso submitted by all the Directors at the beginning of each financial year.

Directorship and Membership on Committees and Shareholding of Non executive Directors

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.

Secretarial Standards

The Directors state that applicable Secretarial Standards relating to Meetings of theBoard of Directors and General Meeting respectively have been duly followed by thecompany.

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 March312018 applicable Indian Accounting Standards (Ind AS) and Division II of IND-ASSchedule III of the Companies Act2013(including any statutory modification(s) oren-enactment(s) for the time being in force) have been followed and there are no materialdepartures 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 at March 31 2018 and ofthe Profit & Loss 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.

Board Evaluation

Schedule IV of the Companies Act2013 and the Rules thereunder mandate that theIndependent Directors of the company to hold at least one meeting in a year without theattendance of Non Independent Directors.

Pursuant to the provisions of the Act and the Listing Regulations the Non IndependentDirectors and the Executive Directors of the company were evaluated by the IndependentDirectors of the company in a separate meeting of Independent Directors held on March 12018. 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.

At the first meeting of the Board for the Financial Year 2017-18 the IndependentDirectors have confirmed that they meet the criteria of independence required undersub-section (7) of Section 149 of the Act. The Board was also of the opinion that NonExecutive Independent Directors detailed hereunder meet the criteria of independenceunder sub-section (6) of Section 149 of the Act.

1. Sh. Bharat Kumar (DIN:01090141)

2. Sh. Onkar Nath Aggarwal (DIN:00629878)

3. Sh. Abhiram Seth (DIN:00176144)

4. Sh. Karun Pratap Hoon (DIN:05202566)

There has been no change in the circumstances which may affect their status asIndependent Director during the financial year under review.

Number of Meetings of the Board

10 (ten) 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 2017-18 are given in the Corporate Governance Reportwhich forms part of this Report.

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.

Vigil Mechanism Policy

In compliance with the provisions of Section 177(9) of the Companies Act2013 read withthe Rules made thereunder 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 htt/ www.mgfltd.com

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.

The company as on signing of this report has prepaid the liabilities towards securedloans of Kotak Mahindera Bank Ltd and Kotak Mahindra Investments Ltd .

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 interest of the company at large.

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 ofthe company.

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 thisReport.

Associate Companies

The company has two associate companies as at March 312018 as disclosed in theaccounts. Accordingly a statement under the provisions of Section 129(3) of the CompaniesAct2013 containing salient features of the financial statements of the AssociateCompanies in Form AOC-1 is enclosed as per Annexure ‘ B1'

Board

The Company Secretary in consultation with the Chairman prepares the agenda of theBoard Meeting which invariably is intimated 7 (seven) days 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 well in advance.

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.

Statutory Auditors

At the 87 Annual General Meeting held on September 26 2017 the members approvedappointment of M/s. Jagdish Chand & Co Chartered Accountants( ICAI Firm RegistrationNo.000129N) to hold office from the conclusion of 87 Annual General Meeting until theconclusion of 92nd Annual General Meeting(subject to ratification of the appointment bythe members at every Annual General Meeting held after 87 Annual General Meeting) on suchremuneration as may be fixed by the Board on the recommendation of Audit Committee.

Further M/s Jagdish Chand & Co Chartered Accountants( ICAI Firm RegistrationNo.000129N) have confirmed their independence and eligibility under the provisions of theAct & SEBI Listing Regulations.

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 Auditors remuneration for the year 2018-19 and thereafter. The members are requestedto approve the same.

The Statutory Audit Report for the year 2017-18 for Standalone Financial Results doesnot contain any qualification reservation or adverse remark or disclaimer made bystatutory auditor.

During the year under review the Auditors have not reported any matter under Section143(12) of the Act. therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act 2013.

Consolidated Financial Statements

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 Companies Act2013 read with the Rules issued thereunder and IND-AS-110 the Consolidated FinancialStatements of the Company for the Financial Year 2017-18 have been prepared in compliancewith the applicable Indian Accounting Standards and on the basis of audited financialstatements of the company and Associate Companies as approved by the respective Board ofDirectors.

The Auditors in their Consolidated Financial Statements have taken on record theadverse opinion given by an Independent firm of Chartered Accountants on the Audit Reporton the Financial Statements of Jayabharat Credit Limited an associate company. Commentsoffered by the management of an associate company are self explanatory.

Further the Directors referring to Para 7 & 11(e) of the Audit Report onconsolidated financial statement are of the view that these trade receivables and longterm loans and advances are recoverable. Accordingly it will not have any adverse impacton the functioning of the company and its associate.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the CompaniesAct2013 and Rules made thereunder M/s PCK & Associates Cost Accountants(Firm RegdNo.00514) on the recommendations of the Audit Committee were re-appointed as the CostAuditors 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 members' approval for their appointment & the remuneration payableto the Cost Auditor forms part of the Notice.

Secretarial Auditors

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

The Secretarial Audit Report for the financial year ended March 312018 is annexedherewith as Annexure ‘D" in Form No. MR-3 and forms an integral part ofthis report. The Secretarial Audit Report does not contain any qualification reservationsor adverse remarks.

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

Internal Auditor & Internal Control

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

Board Committees

The Board has the following committees:-

Audit Committee

The Audit Committee of the Board of Directors has been reconstituted on February132018 and as on the date of signing of this report comprises of 5 (Five) Directorsnamely Sh. Arun Mitter Executive Director Sh. Bharat Kumar Sh. Abhiram Seth Sh. OnkarNath Aggarwal and Sh. Karun Pratap Hoon 4(Four) 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.

Nomination & Remuneration Committee

Nomination & Remuneration Committee has been reconstituted on February 132018 andas on the date of signing of this report comprises of 5(five) Directors namely Sh. RajivGupta Chairman & Managing Director & CEO of the company Sh. Bharat Kumar Sh.Abhiram Seth Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon. Out of 5(five) Directors4 (four) Directors are Non Executive Independent Directors. Sh. Abhiram Seth a NonExecutive Independent Director is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy on the Directors& KMP's appointment(s) and other details as is required under Section 178(4) of theAct in the matter of appointment / re-appointment of the Director(s) Senior Managers andfixation of remuneration etc.

Stakeholders Relationship Committee

Stakeholders Relationship Committee has been reconstituted on February 13 2018 and ason the date of signing of this report comprises of 6 (six) Directors namely Sh. RajivGupta Chairman & Managing Director & CEO Smt. Arti Gupta Joint ManagingDirector Sh. Arun Mitter Executive Director Sh. Bharat Kumar Sh. Abhiram Seth andSh.Karun Pratap Hoon Non Executive Independent Directors. Out of 6( six) Directors 3(three) Directors are Independent Directors. Sh. Abhiram Seth a Non Executive IndependentDirector 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.

Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility (CSR) Committee has also been reconstituted on February132018 and as on the date of signing of this report comprises of 4(four) Directorsnamely Sh.Arun Mitter Executive Director Abhiram Seth Sh. Onkar Nath Aggarwal and Sh.Karun Pratap Hoon Non Executive Independent Directors. Out of 4(four) Directors 3(three)Directors are Independent Directors . Sh. Abhiram Seth Non Executive Independent Directoris the Chairman of the Committee.

Risk Management Committee

Risk Management Committee comprises of 3(three) Directors namely Sh. Arun MitterExecutive Director Sh. Bharat Kumar and Sh. Abhiram Seth Non Executive IndependentDirectors. Out of three Directors 2(two) Directors are Independent Directors. Sh. BharatKumar a Non Executive Independent Director is the Chairman of the Committee.

Policies

SEBI( LODR) Regulations2015 mandated the formulation of certain policies for alllisted companies. In compliance with the same the company has formulated the CorporateGovernance Policies viz Policy on Related Party Transactions Policy on Disclosure ofMaterial Event/information Unpublished Sensitive Information(UPSI) under SEBI(Prohibitionof Insider Trading) Regulations 2015 Whistle Blower Policy Policy on DocumentPreservation 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

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 the provisionsof Section 135 of the Companies Act2013 the company is not falling in the criteria as isprescribed in the said section and as such CSR is not applicable during this year. CSRPolicy of the company is available on company's website www.mgfltd.com

CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations the CEO/FCFO certificatefor the financial year 2017-18 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 102018.

Particulars of Employees

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

Investor Education & Protection Fund(IEPF)

Pursuant to Section 124(5) of the Act read with the IEPF Authority(Accounting AuditTransfer and Refund)Rules2016("the Rules") all unpaid or unclaimed dividendsare required to be transferred by the company to the IEPF established by the CentralGovernment after the completion of continuous seven years. In accordance with theaforesaid provisions Rs..1194500/- was transferred to IEPF on 3-11-2017: Inrespect of dividend for Financial Year 2009-10.

Pursuant to Section 124(6) of Act read with the Rules such shares in respect of whichdividend has remained unpaid or unclaimed for seven consecutive years shall be transferredto Demat Account maintained by IEPF Authority. In accordance with the aforesaidprovisions 203659 equity shares of the company were transferred to the Demat accountmaintained by IEPF Authority.

Further the company vide letter dated June 4 2018 & reminder on August 102018has already written to such shareholders who have not claimed dividend pertaining toFinancial Year 2010-11 to claim dividend on or before September 212018. The company hasalso published notice in the newspapers as per the IEPF Rules. The company has also on itswebsite www.mgfltd.com uploaded the details regarding Unpaid/Unclaimed dividend.The Unclaimed/Unpaid Dividend for the above year shall be transferred to the IEPF on thedue date i.e. November 42018 and the corresponding eligible shares shall also betransferred to demat account maintained by IEPF.

The respective due date of transfer of the unclaimed/unencashed dividend to theInvestors Education & Protection Fund("IE&P) of the Central Government is asbelow:

Financial year to which dividend relates Date of Declaration Due date for transfer to IEPF
2010-11 29-09-2011 04-11-2018

Dematerialization

Members who have not yet got their shares dematerialized are requested to opt for thesame in their own interest and send their certificate through Depository(s) with whomthey have dematerialized account to the company's registrar and transfer agents M/sAlankit Assignments Limited Alankit Heights 3E/7 Jhandewalan Extension NewDelhi-110055.

In pursuance to compliance of Notification bearing no.SEBI/LAD-NRO/GN/2018/24 datedJune 82018 issued by SEBI(LODR) Regulations2015 the equity shares held by shareholderin physical form after the notified date i.e. December 82018 shall not be processedunless the securities are held in dematerialized form with the Depository. Therefore ithas become mandatory to convert physical holding into electronic mode i.e. demat modebefore placing the request for transfer of shares.

Transfer/Transmission/transposition of shares

Pursuant to SEBI Circular no. SEBI/HO/MIRSD/DOP1/P/2018/73 dated April 20 2018shareholders holding shares are mandatorily required to furnish the PAN and bank accountdetails to the Company/Registrar & Transfer Agent(RTA) for registration under theirFolio for :-

- Registration of physical transfer of shares

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

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

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

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

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.

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.

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 Act 2013 read with the Companies(Accounts)Rules2014 the particulars aregiven as under:-

(Rs. in Lacs)
March 31 2018 March 31 2017
a) Technology It is not applicable -
b) Conservation of Energy -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. 1.91 lacs Rs. 0.91
b) Shares held by Non Resident Shareholders 173316 169740
No. of Shareholders 34 30

The company had no earnings in foreign exchange

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 ofregistering complaints by investors for redressal of their grievances.

Nomination Facility

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

Listing Fee

The listing fee for the year 2018-19 has already been paid to the credit of both thestock exchanges.

Consolidation of Folios

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

Acknowledgements

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

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

Place: New Delhi (RAJIV GUPTA) (ARTI GUPTA)
Dated: August 10 2018 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR
& CHIEF EXECUTIVE OFFICER DIN:00023237
DIN:00022964

Annexure ‘A' to the Directors Report

Pursuant to Regulation 17 to 27 and Clause (b) to (i) of sub Regulation (2) ofRegulation 46 and paragraph (C) and (E) of Schedule V of SEBI( LODR) Regulations 2015entered with the Stock Exchanges.