Your Directors are pleased to present the 95 (Ninety Fifth) Annual Report on the
business and operations of the company and the accounts for the financial year ended March
31, 2025.
1. FINANCIAL SUMMARY
The Financial Statement for the year ended March 31, 2025 have been prepared in
accordance with the Indian Accounting Standard (Ind ND-AS) notified under section 133 of
the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,2015.
The Financial statements have been prepared on historical cost basis, except for the
following assets and liabilities:-
i) Certain Financial Assets and Financial Liabilities and Contingent Consideration that
are measured at fair value.
ii) Assets held for sale measured at lower of cost or fair value less cost to sell.
Iii) Defined benefit plan assets measured at fair value like gratuity /leave encashment
etc.
The estimates and judgment relating to the Financial Statements are made on a prudent
basis, so as to reflect a true and fair manner. Total Revenue on Standalone basis includes
rent from properties and miscellaneous income as on March 31, 2025 in aggregate amounts to
Rs.952.74 Lakhs (Previous Year Rs. 877.31 Lakhs)
The Standalone Financial Results of your company are as under:-
( in lakhs)
Financial Results |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Gross Profit/(loss) before depreciation, finance cost and provisioning |
251.07 |
298.22 |
| Less: Finance Cost |
19.91 |
41.72 |
| Less: Depreciation including impairment and property reserves |
112.61 |
117.25 |
| Profit /(Loss) before exceptional items and tax |
118.55 |
139.25 |
| Exceptional Items |
- |
- |
| Profit /(Loss) before, tax |
118.55 |
139.25 |
| Tax expense |
- |
- |
| Profit(/Loss) for the year |
118.55 |
139.25 |
| Other Comprehensive income |
6.05 |
0.70 |
| Total comprehensive income for the year |
124.60 |
139.95 |
2 CONSOLIDATED FINANCIAL RESULTS
As per Regulations 33 of SEBI(LODR) Regulations,2015(hereinafter referred to as
"Listing Regulations") and in accordance with the applicable provisions of the
Companies Act,2013 read with the Rules issued there under and IND AS-110, the Consolidated
Financial Statements of the Company for the Financial Year 2024-25 have been prepared in
compliance with the applicable Accounting Standards and on the basis of audited financial
statements of the company and Associate Companies, as approved by the respective Board of
Directors.
The Auditors, in their Consolidated Financial Statements, have taken on record that it
is not modified in respect of Associate Companies. There was no audit qualification in the
financial statements by the Statutory Auditors for the year under review.
3. DIVIDEND
Your Board has not recommended any dividend for the current year.
4. TRANSFER TO RESERVES
Your Board has not transferred any amount to General Reserves for the financial
year ended March 31, 2025.
5. SHARE CAPITAL
The Paid Up Equity Share Capital continues to remain at Rs. 19,36,35,950 divided
into 3,87,27,190 equity shares of the face value of Rs.5/- each.
6 TRANSITION TO IND-AS EFFECT
The company continues with the carrying value of all of its Property, Plant and
Equipment recognized as at April 1, 2016 measured as per previous GAAP and used that
carrying value as the deemed cost of the Property, Plant and Equipment.
7 DISCLOSURES
(i) Under Section 43(a)(ii) of the Companies Act,2013
The company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture)Rules,2014 has been furnished.
(ii) Under Section 54(1)(d) of the Companies Act,2013 Sweat Equity Shares
The company has not issued any Sweat Equity Shares during the financial year under
review and hence no information as per provisions of Section 54(1)(d) of the Act read with
Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
(iii) Under Section 61 of the Companies Act, 2013
The face value of the company's share after split is at face value of Rs. 5 per
Equity Share. The Paid Up Capital of the company is Rs.19,36,35,950 divided into
3,87,27,190 Equity Shares of the face value of Rs. 5/- each.
(iv) Under Section 62 (1)(b) of the Companies Act,2013-Emploees Stock Option Scheme
The company has not issued any equity shares under Employees Stock Option Scheme
during the financial year under review and hence no information as per provisions of
Section 62(1)(b) of the Act read with Rules 12(9) of the Companies (Share Capital and
Debenture ) Rules,2014 has been furnished.
v) Preferential allotment of shares
During the year under review, the company did not raise any funds, through
preferential allotment or qualified institutions placement as specified under Regulation
32(7A) of SEBI Listing Regulations.
8 WORKING RESULTS AND STATE OF COMPANY' AFFAIRS.
Standalone total revenue during the year amounted to Rs.952.74 lacs as against
Rs. 877.31 Lacs in the preceding year. Profit before tax amounted to Rs.118.55 Lacs
as against Profit of Rs. 139.25 Lacs in the preceding year.
9 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT.
During the year, there were no material changes and commitments in the nature of
business which could affect the financial position of the company between the end of the
financial year to which the financial statement relates and the date of this report unless
otherwise stated.
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 business
operations in future.
11 CORPORATE GOVERNANCE
In terms of the provisions of Schedule V( C) of the SEBI Listing Regulations, a
detailed Report on Corporate Governance is enclosed as per Annexure "A".
The Company is in full compliance with the requirements and disclosures that have to be
made in terms of the requirements of Corporate Governance specified in SEBI Listing
Regulations.
Certificate from M/s Jagdish Chand & Co, Chartered Accountants, New Delhi (FRN
No.000129N), Statutory Auditors of the Company, confirming compliance of the conditions of
Corporate Governance, as stipulated under Chapter IV of SEBI Listing Regulations, is
attached herewith to this report as per Annexure "A-1".
11(a) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In provides an overview of the affairs of the company, business environment, mission
objects, strength, opportunities, and internal control system. The said Management
Discussion and Analysis Report is forming part of this Annual Report as per
Annexure "B".
12 ANNUAL RETURN
Pursuant to Section 92(3) & 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, Annual Return of the company is
uploaded on the website of the company with web link viz https://www.mgfltd.com/
Annual%20Return.html
13 DIRECTORS a) Board of Directors
The composition of the Board of Directors of the company is in complete conformity
within the requirements of Listing Regulations and Companies Act,2013. The details of the
Board of Directors, as on date of this report are as under:-
Sl No. Name of Directors |
Category of Directorship |
| 1. Sh. Rajiv Gupta |
Chairman & Managing Director & CEO |
| 2. Smt. Arti Gupta |
Joint Managing Director |
| 3. Sh. Arun Mitter |
Executive Director |
| 4. Sh. Karun Pratap Hoon |
Non Executive Independent Director |
| 5. Sh. Dinesh Agnani |
Non Executive Independent Director |
| 6 Smt. Leena Tuteja |
Non Executive Independent Director |
The Composition of the Board represents an optimal mix of professionalism, knowledge
and experience which enables the Board to discharge its responsibilities and provide
effective strategic guidance to the business.
b) Appointment
During the year, the Board on the recommendation of Nomination and Remuneration
Committee & Audit Committee in the meeting held on September 17,2024. appointed Mrs.
Leena Tuteja (DIN: 10765107) as an Additional Director in the category of Non Executive
Independent Director under Section 161(1) of the Companies Act, 2013 (The Act) and Article
60(e) of the Articles Association of the Company. Mrs. Leena Tuteja has been appointed in
the category of Non Executive Independent Director of the company for a consecutive period
of 5 (five) years i.e. September 17, 2024 to September 16,2029(both days inclusive) not
liable to retire by rotation. Her appointment has been approved by the Members through the
Postal Ballot on November 25,2024.
In terms of Section 196(2) of the Companies Act,2013, as amended, which states that
"No company shall appoint or re-appointment any person as its Managing Director,
Whole Time Director or Manager for a term of exceeding five years at a time",
provided that no re-appointment shall be made earlier than one year before the expiry of
his term.
Regulation 17(1C) of SEBI(LODR) Regulations,2015 states that a listed entity shall
ensure that the approval of members for appointment of a person on the Board of Directors
has to be taken either at the next General meeting or within a time period of three months
from the date of appointment, whichever is earlier.
Smt. Leena Tuteja has wide experience in the areas of Finance, Law, Business Management
and Banking possesses appropriate skills, expertise and competencies required at the
Board. She is a Law Graduate from Delhi University and is enrolled as an Advocate with Bar
Council of India more than 20 years of experience at Delhi High Court and District Courts
and Tribunals in India.
c) Directors retiring by rotation
In terms of the provisions of Section 152 of the Companies Act,2013("the
Act") and in accordance with the Clause 60( e ) of Articles of Association of the
company, two third of the total number of Directors, excluding Independent Directors, are
eligible to retire by rotation, out of which one third shall retire. Smt. Arti Gupta
(DIN:00023237),Joint Managing Director is retiring by rotation who has been longest in
office as per initial appointment and is eligible for re-appointment at this Annual
General Meeting. Further, retirement by rotation of Smt. Arti Gupta shall not be deemed as
break in the service. The Board recommends her re-appointment.
d) Director completing the term
During the year under review, Sh. Bharat Kumar (DIN:01090141) completed his
consecutive second and final term of 5(Five) years as a Non Executive Independent Director
and consequently ceases to be Non Executive Independent Director of the company and
Member/Chairman of the Committees w.e.f. at the close of business hours on Tuesday, the
September 17,2024.
The Board of Directors place on record their appreciation for his significant
contribution and valuable guidance & cooperation extended by him during his stay as
Non Executive Independent Director of the company and wish him of the sound health and
happiness in his future endeavour.
e) Re-appointment of Chairman & Managing Director & CEO, Joint Managing
Director (Woman Director) and Executive Director.
The terms of appointment of Sh. Rajiv Gupta, Chairman & Managing Director &
CEO, Smt. Arti Gupta, Joint Managing Director and Sh. Arun Mitter, Executive Director
expires on August 12,2025. The re-appointment has been considered by the Nomination &
Remuneration Committee Meeting held on August 11,2025 for a further period of 3 (three)
years from August 13, 2025 to August 12, 2028(both days inclusive).
The Board on the recommendations of Nomination & Remuneration Committee recommended
that on the expiry of exiting term of appointment i.e. August 12,2025, Sh. Rajiv Gupta,
Chaiman & Managing Director & CEO
(DIN: 00022964) , Smt. Arti Gupta, Joint Managing Director(DIN: 00023237) and Sh. Arun
Mitter, Executive Director (DIN:0002241) be re-appointed for a further period of 3 (three)
years i.e. August 13,2025 to August 12,2028 (both days inclusive) upon the terms &
conditions as set out in the Explanatory Statement annexed to the Notice of 95th Annual
General Meeting.
Further to comply with the Regulation 17(6)(e) of SEBI(LODR) Regulations,2015, as
amended, Resolution is being placed before the members to seek their consent for payment
of remuneration to Sh. Rajiv Gupta, Chairman & Managing Director & CEO (DIN :
00022964), Smt. Arti Gupta, Joint Managing Director(DIN: 00023237) and Sh. Arun Mitter ,
Executive Director (DIN:00022941) promoters of the company or members of the promoter
group on such terms & conditions as approved by the members by way of Special
Resolution.
f) Disqualification
None of your Directors is disqualified under the provisions of Section 164(2) (a)
& (b) of the Companies Act, 2013. All the Directors of the company have submitted
their declarations under Section 184 of the Companies Act, 2013.
14 SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards(SS-1 and SS-2), as
amended, issued by The Institute of Company Secretaries of India relating to meeting of
the Board of Directors and General Meeting respectively, have been duly complied with by
the company.
15 KEY MANAGERIAL PERSONNEL
As per the requirements under the provisions of Section 203 of the Companies
Act,2013, Sh. Rajiv Gupta(DIN:00022964), Chairman & Managing Director &CEO,
Smt.Arti Gupta(DIN:00023237), Joint Managing Director(Woman Director), Sh. Arun
Mitter(DIN:00022941), Executive Director and Sh. M.K. Madan, Vice President & Company
Secretary &CFO (ACS-2951) are the Key Managerial Personnel (KMP) of the company as on
the date of this report. As per Ind AS -24, KMPs includes Non Executive Independent
Directors as well. Accordingly, Sh. Karun Pratap Hoon (DIN:05202566), Sh. Dinesh Agnani
(DIN:00591448) and Smt. Leena Tuteja (DIN:10765107) have also been included as Key
Managerial Personnel as on March 31,2025.
16 DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Act and Regulation 25(8) of SEBI(LODR)
Regulations, 2015, Sh. Dinesh Agnani (DIN:00591448), Sh. Karun Pratap Hoon (DIN:05202566)
and Smt. Leena Tuteja (DIN:10765107) are Non Executive Independent Directors of the
company.
All Independent Directors of the company have given necessary declarations under
Section 149(7) of the Act, confirming that they meet the criteria of independence as laid
down under Section 149(6) of the Act along with Rules framed thereunder read with
Regulation 16(1)(b) of SEBI(LODR) Regulations,2015 and have complied with the Code of
Conduct of the company as applicable to the Board of Directors and Senior Managers.
In the opinion of the Board, the Independent Directors possess the requisite
experience, knowledge and capabilities and expertise in the areas of Finance, Law,
information Technology, Human Resources, Risk Management, Business Management and Banking
and possesses appropriate skills, expertise and competencies required at the Board and are
persons of high integrity and repute. They fulfill the conditions specified in the
Companies Act,2013 as well as the Rules made thereunder and are independent of the
management.
Further there has been no change in the circumstances affecting their status as Non
Executive Independent Directors of the company.
Independent Directors play a vital role in the governance process of the Board with
their expertise in various fields.
Confirmation as regards to independence of Independent Directors
Independent Directors also have complied with sub-rule (1) and sub-rule (2) of
Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019. A
formal appointment letter containing the terms and conditions of their appointment have
been issued to them and the said letters have been uploaded on the website of the Company
with web links ,viz. at https://www.mgfltd.com/AOD_30092024.pdf
17 INDEPENDENT DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY OR BUSINESS
RELATIONSHIP WITH THE COMPANY
There is no pecuniary or business relationship between Non Executive Independent
Directors and the company, except for the payment of Board Meeting fee for attending the
Board Meetings. Meeting Fee is paid in accordance with the applicable laws and with the
approval of the members. No meeting fee is paid for attending the Committee Meetings.
However, in the ensuing Annual General Meeting, Meeting fee to Non Executive Independent
Directors for attending the Committee Meetings has been taken in the Notice for the
approval of the members. The Board recommends the payment of sitting fee for Committee
Meetings also.
18 DIRECTORSHIP AND MEMBERSHIP ON COMMITTEES AND SHAREHOLDING OF NON EXECUTIVE
DIRECTORS
All the Directors at the beginning of the financial year, have periodically and
regularly declared to the company about their Directorship and Membership on the
Board/Committees of listed & other companies. As per the disclosures received, none of
the Directors of the company hold Memberships/Chairmanships of more than the limit
prescribed in Regulation 26(2) of SEBI(LODR) Regulations,2015, as amended, across all
companies in which he/she is a Director. None of the Non Executive Independent Directors
holds any shares in the company.
19 DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c)/134(5) of the Companies Act,2013(including any
statutory modification(s) or re-enactment(s) for the time being in force), the Directors
of your company confirm that:-
a) In the preparation of the annual accounts, the applicable Accounting Standards have
been followed and that there are no material departures;
b) They have selected such accounting policies and have applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
Profit of the company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a Going Concern basis; and
e) They have laid down Internal Financial Controls to be followed by the company and
that such internal financial controls are adequate and operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
20 FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
DIRECTORS
The Companies Act,2013 and SEBI(Listing Obligations and Disclosure Requirements)
Regulations,2015("SEBI LODR) contain provisions for the evaluation of the performance
of:
i) The Board as a whole; ii) The individual directors,(including Independent Directors
and Chairman) and iii) Various Committees of the Board.
The Board of Directors have carried out an annual evaluation of its own performance of
Board, Committees and Individual Directors pursuant to the provisions of the Companies
Act,2013 and Regulation 17 (10) of the SEBI(Listing Obligations and Disclosure
Requirements) Regulations,2015.
In compliance with the Companies Act, 2013, and Listing Regulations, the Board of
Directors have carried out an Annual Evaluation of performance of Chairman, each Director
and its Committees for the year under review.
The Board of Directors and its functioning Committees were reviewed and evaluated on
the basis of response from Directors, Committee Members, on various aspects of composition
and functioning of Board of Directors and its Committees.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of Board of Directors as a whole, including performance of
Chairman, was also evaluated.
Evaluation Outcome
The evaluation brought to the notice that there is adequate flow of information
from company to the Board and the suggestions and recommendations given by the Board are
considered for follow up action. The Board/Committee are well managed and functioning
excellently. The committee meetings are held timely and with thorough discussions on
agenda items.
The assessment brought out that all the Directors are contributing in the functioning
of the Board. The Chairman well balances the functioning of the Board demonstrating
effective leadership. The Board is functioning well.
The Board and the Nomination & Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the individual
Director to the Board and Committee Meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
The Board of Directors expressed its satisfaction with evaluation Results, which
reflects high degree of engagement of Board of Directors and its Committees with the
Company and its Management.
21 SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Companies Act,2013 and Regulation
25(3) of SEBI(LODR) Regulations,2015, separate meeting of the Independent Directors was
held on December 4,2024 without the attendance of Non- Independent Directors and members
of management. The Independent Directors at the meeting, inter-alia, reviewed the
following:-
a) To discuss the financials of the Company.
b) To review the performance of Non-Independent Directors and the Board as a whole.
c) To review the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors.
d) To assess the quality, quantity and timeliness of flow of information between the
Company's management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
e) Other related matters.
The Appointment / Re-appointment of Independent Directors is carried out in a
structured manner in accordance with the Provisions of the Companies Act, 2013 and the
SEBI Listing Regulations.
Independent Directors play a vital role in the governance process of the Board. With
their expertise in various fields, they enrich the decision making process at the Board.
22 BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on business policies and
strategy apart from regular Board's business. During the financial year 10 (Ten) Board
Meeting(s) and 10(Ten) Audit Committee Meeting(s) were convened and held. Details of
Committee Meetings are given in the Corporate Governance Report which forms part of this
Annual Report. It is ensured that the time gap between the two Board Meetings is not more
than 120 days as is prescribed under the Companies Act,2013 and SEBI(LODR)
Regulations,2015.
23 BOARD COMMITTEES
Pursuant to requirements under the Companies Act,2013 and SEBI Listing Regulations,
the Board of Directors have constituted Committees, viz. Audit Committee, Nomination&
Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and
Corporate Social Responsibility Committee. Details of each Committee pursuant to LODR
Regulations has been explained in the report on Corporate Governance which forms part of
Annual Report.
24 POLICIES
SEBI(LODR) Regulations,2015 mandated the formulation of certain policies for the
listed Companies which are available on company's website with web links viz at https://www.mgfltd.com/code2.html
25 WHISTLE BLOWER /VIGIL MECHANISM POLICY
The Company has established a formal Whistle Blower Policy for reporting improper
or unethical practices or actions which are violative of the code of conduct of the
company. The policy which is also available on the website of the company provides
adequate safeguard against victimization and has provided direct access to the Chairman of
the Audit Committee by the employees to state and redress their complaints/grievances.
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules,2014 read
with Section 177(9) of the Act and as per Regulation 22 of the SEBI(LODR)Regulations,2015,
the Company has formulated Vigil Mechanism Policy to enable Directors and employees to
report genuine concerns or grievances, significant deviations from key management policies
and report any non compliance and wrong practices, e.g. unethical behavior, fraud,
violation of law, inappropriate behavior/conduct etc.
Functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to
time. None of the Directors or employees have been denied access to the vigil mechanism
Audit Committee of the Board.
Details of the policy are explained in this Report and also posted on the website of
the company with web links viz. at https://www.mgfltd.com/5 WhistleBlower.pdf
The Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations.
26 POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has in place a Policy for Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace which is in line with the provisions of the Sexual
Harassment of Women at Work Place(Prevention, Prohibition and Redressal) Act,2013 and
Rules framed thereunder. Appropriate reporting mechanisms are in place for ensuring
protection against Sexual Harassment and the right to work with dignity. During the year
under review, the company has not received any complaint.
27 REMUNERATION POLICY
The Board, has on the recommendation of Nomination& Remuneration Committee,
laid down a Nomination & Remuneration Policy for selection and appointment of the
Directors, Key Managerial Personnel and Senior Management Personnel and to fix their
remuneration. The extract of the Nomination and Remuneration Policy is provided in the
Corporate Governance Report which forms part of Annual Report.
In accordance with the principles of transparency and consistency, your company has
adopted governance policies for Board of Directors, Key Managerial Personnel (KMP) and
Senior Management Personnel for appointments, remuneration & evaluation. These
governance policies, inter alia, outline Succession Planning for the Board, Key Managerial
Personnel and Senior Management Personnel.
There is marginal percentage increase in the median remuneration of the
Directors/employees in the year 2024 and 2025 respectively. The company affirms that the
remuneration is as per the Remuneration Policy of the company.
28 SUCCESSION PLAN
The Board has approved the Succession Policy as is required under Regulation 17(4)
of SEBI(LODR) Regulations,2015.
29 FRAUD REPORTING
During the year under review, there was no fraud and accordingly the Statutory
Auditors had not noticed any matter pertaining to fraud under section 143(12) of the
Companies Act,2013. Therefore, there is no such disclosure in terms of Section 134(3)(ca)
of the Companies Act,2013.
30 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT INTERNAL AUDITOR
In adherence to company's policy for safeguarding its assets, prevention of errors,
accuracy, the company's internal control systems are commensurate and adequate with the
nature of its business, the size and complexity of its operations.
The company has an internal control system commensurate with the size, scale and
complexity of its operations and documented procedures for various processes which are
periodically reviewed by the Internal Auditor. Internal Audit is conducted at regular
intervals. The scope and authority of the Internal Audit is defined by Audit Committee.
This system of Internal Control facilities effective compliance of Section 138 of the Act
and the Listing Regulations.
To maintain its objectivity and independence, the Internal Auditor submits its report
to the Chairman of the Audit Committee of the Board. Audit Committee evaluates the
efficiency and adequacy of Internal Control Systems in the company. Based on the report of
internal auditor, the company undertake corrective actions to strengthen the controls
where required. Significant audit observations and corrective actions thereon, if any, are
presented to the Audit Committee.
The company has adequate Internal financial control with reference to financial
statement. During the year, the Internal Auditor has not given any adverse remarks.
31 AUDITORS COMMENTS
Statutory and Secretarial Auditors have not given any qualification, reservation or
adverse remarks or disclaimer and have given unmodified report.
32 PARTICULARS OF LOANS/ADVANCES/INVESTMENTS AS REQUIRED UNDER THE COMPANIES
ACT,2013
Details of loans, guarantees and investments covered under Section 186 of the
Companies Act,2013 are stated in the notes to accounts of Financial Statements forming
part of this Annual Report.
33 RELATED PARTY DISCLOSURES
During the financial year under review, your company had transactions/
contracts/agreements that were classified as "Related Party Transactions" under
provisions of the Act and the Rules framed thereunder as well as the Listing Regulations.
These contracts/arrangements/agreements have been in the ordinary course of business, to
facilitate the business of the company. The Audit Committee has granted omnibus approval
for related party transactions which were on an arm's length basis and in the ordinary
course of business and reviewed the same on a quarterly basis specifying the nature, value
and terms and conditions of the transaction.
The company has not entered into any materially significant related party transactions.
The policy on related party transaction as approved by the Board of Directors from time to
time is available on the company's website, viz www.mgfltd.com.
Further the Directors, Promoters Directors, Key Managerial Personnel or other
Designated Persons have not entered into any contract with the company nor with any
subsidiary (the company has no subsidiary) which will be in material conflict with the
interest of the company.
None of the Directors or Key Managerial Personnel or Senior Management Personnel has
any material, financial and commercial transactions except payment of remuneration as
applicable to Executive Directors and Meeting Fee to the Independent Directors for
attending the Board Meeting(s). All Related Party Transactions are placed before the Audit
Committee and the Board.
Further the details of the transactions with Related Party(ies) are provided in the
Company's financial statements in accordance with the Accounting Standards, and a report
in compliance with Regulation 23(9) of SEBI(LODR) Regulations, 2015 was also submitted to
the Stock Exchanges. The policy on Related Party Transactions is hosted on the company's
website with web link at https://www.mgfltd.com/7_Related%20Party.pdf
Draft revised policy on Related Party Transactions effective from 1st July,2025 was
placed before the Board and for sake of identification, signed by the Company Secretary.
In terms of Section 134(3) and (4) read with Section 188(2) of the Act, no material
contract or arrangement with any related party was entered into by your company during the
year under report. Therefore, there is no requirements to report any transaction in Form
No. AOC-2 in terms of Section 134 of the Act, read with Rules 8 of the Companies(Accounts)
Rules, 2014.
34 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT a) The Company has a strong
legacy of fair, transparent and ethical governance practice
The company has revised on March 28,2025 MGF Code of Conduct for Executive & Non
Executive Directors, Key Managerial (KMP) and Senior Management Personnel which is
available on the website of the company with web link at https://www.mgfltd.com/FINAL_CODE_CONDUCT_2025.pdf
b) MGF'S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING CODE
As required by the provisions of the Securities and Exchange Board of
India(Prohibition of Insider Trading) Regulations, 2015, the company has adopted a Code of
Conduct for the Prevention of Insider Trading which was revised on March 28,2025. The Code
of Conduct is applicable to all Directors, KMPs and identified employees of the company
who are expected to have access to unpublished price sensitive information relating to the
company.
As per SEBI(Prohibition of Insider Trading) Regulations,2015, the company is
maintaining Structural Digital Database containing the names of such persons for entity as
the case may be with whom the information is shared under this Regulation. A separate
e-mail ID viz mgf.pit1930@gmail.com has been created which exclusively is being
used for the information of Unpublished Sensitive Information (UPSI).
Mr. M.K. Madan, Vice President & Company Secretary of the company is
"Compliance Officer" and Mr. Sunit Sharma is the concerned Officer for its
execution & monitoring for its day to day transactions.
35 AUDIT & AUDITORS
Statutory Auditors- Appointment, Remuneration & their Report
M/s. Jagdish Chand & Co., Chartered Accountants (Firm Registration No.000129N),the
Statutory Auditors have audited the books of accounts of the company for the financial
year ended March 31,2025 and have submitted their Auditors Report thereon. The Statutory
Auditors have not given any qualification, reservation or adverse remarks or disclaimer in
their Audit Report for the year under review.
In view of the amendment to Section 139 through the Companies(Amendments Act,2017)
notified on May 7,2018, ratification of auditor's appointment is no longer required.
However, as required under Section 142 of the Companies Act,2013, an item is included in
the Notice for approval of members for authorizing the Board of Directors of the company
to fix Auditor's remuneration for the year 2025-26. The members are, therefore, requested
to approve the same being an item of notice of the Annual General Meeting.
36 REPORT OF SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment
and Remuneration of Managerial Personnel) Rules,2014, as amended, from time to time, the
company had re-appointed M/s Anjali Yadav & Associates,(FCS
No.6628 & CP No.7257) Company Secretaries, to undertake the Secretarial Audit of
the Company for the Financial Year ended March 31,2025.
Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith
as per Annexure ‘C' and ‘C1' in Form No.MR-3 and forms an integral
part of this report.
The Secretarial Compliance Report for the financial year ended March 31,2025 pursuant
to requirements of Regulation 24A of Listing Regulations was also carried out by M/s
Anjali Yadav & Associates, Company Secretaries, in relation to compliance of all
applicable SEBI Regulations/Circulars/Guidelines issued thereunder.
There is no adverse remark, qualifications or reservations in the Secretarial Audit
Report and Secretarial Compliance Report and have given unmodified report.
M/s Anjali Yadav & Associates, Secretarial Auditor were also re-appointed as
scrutinizer to electronically submit the Consolidated Scrutinizer Report i.e. votes cast
through remote e-voting and e-voting during AGM.
As on the date of this report, M/s Anjali Yadav & Associates, Company Secretaries,
was appointed to conduct as Scrutinizer for Postal Ballots.
37. APPOINTMENT OF SECRETARIAL AUDITOR
On the recommendation of the Audit Committee, the Board at its meeting held on 11th
August,2025 recommended the appointment of M/s Anjali Yadav & Associates, Company
Secretaries(FCS No.6628 and CP No.7257), a Peer Reviewed Firm (Certificate no. 6384/2025),
as the Secretarial Auditor for a period of 5(five) consecutive financial years i.e. from
April 1,2025 to March 31, 2030, to undertake secretarial audit and issue the necessary
Secretarial Audit Report for the aforesaid period. The matter regarding appointment of
Secretarial Auditor has been included the Notice of AGM.
38 CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
A certificate from M/s Anjali Yadav & Associate, Company Secretaries regarding Non
Disqualification of Directors is annexed as per Annexure ‘D'.
39 CORPORATE SOCIAL RESPONSIBILITY(CSR)
As per the provisions of Section 135 of the Companies Act,2013, as amended, the
company is not falling in the criteria as is prescribed in the said section and as such,
CSR is not applicable during this year. CSR Policy of the company, however, is available
on company's website at https//: www.mgfltd.com
40 CEO/CFO CERTIFICATION
As required under Regulation 17 of SEBI(LODR) Regulations,2015, the CEO/CFO
certificate for the financial year 2024-25 signed by Sh. Rajiv Gupta, Chairman &
Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer &CFO ,
was approved for & on behalf of the Board of Directors of the company at their meeting
held on May 28,2025.
41 PARTICULAR OF EMPLOYEES
No employee's remuneration is applicable which requires the company to disclose in
terms of Particulars of Employees under section 197(12), Rules 5 of the Companies
(Appointment and Remuneration of Managerial Personnel ) Rules,2014.
42 MEMBERS HOLDING SHARES IN ELECTRONIC FORM
SEBI has mandated the submission of Permanent Account Number(PAN) by every
participant in the securities market. Members are requested to submit/update their PAN to
the Depository Participants (DP) with whom they are maintaining their demat account. The
company in pursuance to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 Dated
7th May, 2024 as amended, has mandated that shareholder(s) holding share(s) in physical
form shall furnish a self attested copy of PAN linked with Aadhaar, KYC details, choice of
Nomination to the Company/Registrar and Share Transfer Agent("RTA") to process
investor's service requests.
43 MEMBERS HOLDING SHARES IN PHYSICAL FORM
The Company's shares are traded in the Stock Exchanges compulsorily in DEMAT mode.
Members holding shares in physical form are requested to consider converting their
holdings in dematerialized form.
44 NOMINATION FACILITY
Nomination Form No.SH-13 and SH-14 are available on the website of the
company at https:// www.mgfltd.com. In case, any of the member wish to avail
facility, they are requested to send the duly completed form to the Registrars and/or at
the Registered Office of the company. Member(s) holding shares in dematerialized form are
requested to register their nominations directly with their respective depository.
45 E-MAIL ID FOR INVESTOR'S GRIEVANCES
In terms of SEBI Listing Regulations, the company has a designated e-mail address
i.e. mgfcomplaints@yahoo.co.in for the purpose of registering complaints by
investors for redressal of their grievances.
46 CONSOLIDATION AND DEMATERIALIZATION OF SECURITIES
Members are requested to register or intimate changes, if any, pertaining to their
name, postal address, e-mail address, telephone/mobile numbers, Permanent Account
Number(PAN), nominations, power of attorney, bank details such as, name of the bank and
branch details, bank account, MICR Code, IFSC code, etc to their Depository Participant
with whom they are maintaining their demat accounts.
Members, who may have more than one folio in their individual name or jointly with
other persons mentioned in the same order, are requested to write to M/s Alankit
Assignments Limited, Registrar and Share Transfer Agents indicating the folio number for
consolidation of similar holding under one folio and also dematerialization of their
securities.
47 INVESTOR EDUCATION & PROTECTION FUND(IEPF)
The Members, whose unclaimed dividends/shares have been transferred to IEPF, may
claim the same by making an online application to the IEPF Authority in Form No.IEPF-5
(as prescribed by MCA) available on the website of IEPF at www.iepf.gov.in and send the
physical copy of the same duly signed (as per the specimen signature recorded with the
Company) along with the requisite documents to the company for verification of the claim.
48 BUSINESS RESPONSIBILITY AND SUSTAINTABILITY REPORT
As per Regulation 34(2) (f) of SEBI(LODR) Regulations,2015, the company is not
falling in the criteria based on market capitalization and as such, Business
Responsibility and Sustainability Report is not applicable.
49 PUBLIC DEPOSITS
During the year under review, your company has not invited/accepted any deposit
within the meaning of Section 73 and 74 of the Companies Act,2013 read with the
Companies(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force). There are no unclaimed deposits.
50 CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
In terms of the requirements of clause (m) of Sub section (3) of Section 134 of the
Companies Act,2013, read with the Companies(Accounts)Rules,2014, the particulars are given
as under:-
( in Lacs)
|
As on March 31, 2025 |
As on March 31, 2024 |
| a) Technology |
- |
- |
| b) Conservation of Energy |
- |
- |
| c) Transactions in Foreign Currency |
- |
- |
| a) Expenditure in Foreign Currency |
|
|
| i) Repayment of Foreign Currency loan |
- |
- |
| ii) Interest on Foreign Currency Loan |
- |
- |
| iii) Travelling Expenses |
- |
- |
| b) Shares held by Non Resident Shareholders |
129288 |
91236 |
| No. of Shareholders |
48 |
41 |
The company had no earnings in foreign exchange
51 LISTING FEE
The listing fee for the year 2025-26 has already been paid to the credit of both
the Stock Exchanges namely BSE Limited and NSE Limited. The company has also paid Annual
Custody Fee to NSDL and CDSL for the year 2025-26.
52 VOTING
The business as set out in the Notice will be transacted through electronic voting
system and the company is providing facility for voting by electronic means. The members
may cast their vote using electronic voting system (‘remote e-Voting).
53 OTHER STATUTORY DISCLOSURES.
a) Electronic copy of the Annual Report and the Notice of the AGM, inter-alia,
indicating the process and manner of voting through Remote e-voting and e-voting are being
sent to those members whose e-mail IDs are registered with the company/DPs for
communication purposes.
b) The audited financial statements of the associate companies and/or other documents
or agreement with the Directors for their re-appointments & remuneration will be kept
for inspection by any member of the company at its Registered Office every day from 10.00
a.m. to 12.30 p.m. except Saturdays, Sundays & Holidays upto the date of AGM.
c) The financial results are placed on the company's website with web link at:- https://www.mgfltd.com/Audited%20Results.html
d) The Director's Responsibility Statement as required by section 134(5) of the Act
appears at S.No.19 of this report.
e) Cash Flow Statement for Financial Year ended March 31,2025 is attached to the
Balance Sheet.
54 ADDITIONAL DISCLOSURES
The company had adopted effective from April 1,2016, the notified Indian Accounting
Standards("Ind-AS") and accordingly the Financial Statements(both Standalone and
Consolidated) for the year ended March 31,2025 have been prepared under Ind-AS. In line
with requirements of applicable provisions of Law, the company has made necessary
disclosures in respect of Consolidated Financial Statements, Related Party Transactions
and Segmental Reporting.
55. CORPORATE INSOLVENCY REGULATION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE, 2016(IBC)
In accordance with the amendments made in Rule 8(5)(xi) of Companies(Accounts)
Rules, 2014 this is to confirm that during the year under review and as on March 31,2025,
no application has been made or any proceedings is pending under the Insolvency and
Bankruptcy Code, 2016 against the company.
56 ONE TIME SETTLEMENT
During the year under review there was no instance of one time settlement with banks or
financial institutions.
57 CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company during the financial
year 2024-2025.
58 RISK MANAGEMENT
The Board of Directors of the company have constituted Risk Management
Committee(RMC) to implement and monitor the risk management plan of the company. The
details pertaining to composition, terms of reference and the number of meetings held for
the RMC are included in the Report on Corporate Governance, which forms part of this
Report;.
The company has a well documented and robust risk management framework in place. Under
this framework, risks are identified across all business processes of the company on a
continuous basis.
ACKNOWLEDGEMENT
Directors place on record their thanks for the assistance and cooperation received from
Banks, stakeholders, BSE & NSE, CDSL, NSDL and all other customers for their continued
support and patronage.
Your Directors also wish to place on record the dedicated and devoted services rendered
by all personnel of the company.
| For and on behalf of the Board |
For THE MOTOR & GENERAL FINANCE LIMITED |
(RAJIV GUPTA) |
(ARTI GUPTA) |
CHAIRMAN & MANAGING DIRECTOR & CEO |
JT. MANAGING DIRECTOR |
| DIN:00022964 |
DIN:00023237 |
Place: New Delhi |
Dated: August 11, 2025 |
|