Your Directors are pleased to present the 94th (Ninety Fourth) Annual
Report on the business and operations of the company and the accounts for the financial
year ended March 31, 2024.
1. FINANCIAL SUMMARY
The Financial Statement for the year ended March 31, 2024 have been
prepared in accordance with the Indian Accounting Standard (Ind-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 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,
2024 in aggregate amounts to Rs. 877.31 Lacs (Previous Year Rs. 899.55 lacs) The
Standalone Financial Results of your company are as below:-
(Rs in lakhs)
| Financial Results |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
| Gross Profit/(loss) before depreciation, finance cost and
provisioning |
298.22 |
9.52 |
| Less: Finance Cost |
41.72 |
44.93 |
| Less: Depreciation including impairment and property
reserves |
117.25 |
127.80 |
| Profit /(Loss) before exceptional items and tax |
139.25 |
(163.21) |
| Exceptional Items |
- |
- |
| Profit /(Loss) before tax |
139.25 |
(163.21) |
| Tax expense |
- |
- |
| Profit(/Loss) for the year |
139.25 |
(163.21) |
| Other Comprehensive income |
0.70 |
13.76 |
| Total comprehensive income for the year |
139.95 |
(149.45) |
2 DIVIDEND
Your Board has not recommended any dividend for the current year.
3 TRANSFER TO RESERVES
In view of losses carried forward, your board has not transferred any
amount to General Reserves for the financial year ended March 31, 2024.
4 SHARE CAPITAL
Share Capital continues to remain at Rs. 19,36,35,950 divided into
3,87,27,190 equity shares of Rs.5/- each.
5 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.
6 OTHER 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 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 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.
7 WORKING RESULTS AND STATE OF COMPANY' AFFAIRS.
Standalone total revenue during the year amounted to Rs. 877.31 lacs as
against Rs. 899.75 Lacs in the preceding year. Profit before tax amounted to Rs.139.25
Lacs as against Loss of Rs. (163.21) Lacs in the precedingyear.
8 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 are 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.
9 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.
10 CORPORATE GOVERNANCE
In terms of the provisions of Schedule V( C) of the SEBI Listing
Regulations, a detailed Report on Corporate Governance, along with report on Management
Discussion and Analysis and General Shareholder's 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 be made in terms of the requirements of Corporate Governance specified in
SEBI Listing Regulations.
A 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 as per Annexure "A" to this report.
11 ANNUAL RETURN
Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rulesw,2014, Annual Return of the company will be uploaded
after filing with the ROC in due course and the same will be available on the website of
the company and can be seen/ assessed at www.mgfltd.com under the head "Annual
Return".
12 DIRECTORS a) Appointment
During the year Sh. Dinesh Agnani (DIN:00591448) was appointed as an
Non Executive Independent Director for a period of five years starting from December 7,
2023 to December 6, 2028(both days inclusive).
Sh. Dinesh Agnani was enrolled as an Advocate in the year 1980. He has
wide experience in Corporate Laws (including mergers & acquisition), Labour Laws,
Telecom Laws, Arbitration Law, Consumer Laws and has been appearing in Supreme Court of
India, most of the High Courts of India as well as Tribunals, Commissions, Board such,
DRT, DRAT TDSAT, National Commission, Internal Arbitration & NLCT etc. He has wide
expertise in the areas of Finance, Law, Information Technology, Human Resources, Risk
Management, Business Management and Banking. He possesses appropriate skills, expertise
and competencies required at the Board.
Sh. Dinesh Agnani has been designated as Senior Advocate by
Hon'ble High Court of Delhi on August,2011 and since then have appeared as an arguing
Council both in the Courts(Supreme Court, High Courts as well as District Courts) and
before the Arbitrator/Arbitral Tribunals, representing various Public Sector Undertakings
and Multinational Companies. b) Resignation
Sh. Onkar Nath Aggarwal (DIN:00629878) Non Executive Independent
Director on account of ill health resigned and Board accepted his resignation on December
27, 2023. Necessary returns both for the appointment of Sh. Dinesh Agnani and resignation
of Sh. Onkar Nath Aggarwal were filed with the Registrar of Companies within the
stipulated period.
The Board while accepting the resignation have placed on record its
deep appreciation of the valuable services rendered and notable contribution made,
guidance to the business clubbed with entrepreneurship which has played an important role
during his stay in the organization.
As on 31st March,2024, the total strength of the Board is six directors
consisting of three Non Executive Independent Directors and three Executive Directors
including one Woman Director. 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. Sh. Arun Mitter (DIN:00022941) Executive Director, in terms of rotation, is
retiring by rotation who has been longest in office as per initial appointment and is
eligible for reappointment at this Annual General Meeting. Further, retirement by rotation
of Sh. Arun Mitter shall not be deemed as break in the service. d) Re-appointment of
Chairman & Managing Director & CEO, Joint Managing Director and Executive
Directors
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 shall be considered at an
appropriate time. e) 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. f) Cessation of
Director
During the current year ended March 31, 2024, Sh. Onkar Nath Aggarwal
(DIN: 00629878) Non Executive Independent Director on account of ill health resigned and
his resignation was accepted on December 27, 2023. During the financial year under review,
Sh. Bharart Kumar (DIN:01090141) ceased to be Independent Director of the company with
effect from September 17,2024 upon completion of his second term as an Independent
Director.
13 SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards(SS-1 and
SS-2) 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.
14 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. Bharat Kumar (DIN:01090141) upto September 17, 2024,
Sh. Karun Pratap Hoon (DIN:05202566) and Sh. Dinesh Agnani (DIN:00591448) have also been
included as Key Managerial Personnel as on March 31,2024.
15 DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Act and Regulation 25(8) of
SEBI(LODR) Regulations, 2015, Sh. Bharat Kumar (DIN:01090141), Sh. Dinesh Agnani
(DIN:00591448), and Sh. Karun Pratap Hoon (DIN:05202566) are Non Executive Independent
Directors of the company.
Sh. Onkar Nath Aggarwal (DIN:00629878), Non Executive Independent
Director on account of ill health resigned and his resignation was accepted on December
27, 2023.
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 Act 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 an Non Executive Independent
Directors of the company.
16 APPOINTMENT OF INDEPENDENT DIRECTOR
In terms of Section 149 of the Act and SEBI(LODR) Regulations,2015, Sh.
Dinesh Agnani(DIN:00591448) appointed by the Board on December 7, 2023 for a period of
five years from December 7,2023 to December 6,2028(both days inclusive), terms of
appointment as an Non Executive Independent Directors was approved by the shareholders
through Postal Ballot on January 22,2024.
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.
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 Independent Directors holds any
shares in the company. During the year, Sh. Onkar Nath Aggarwal, Non Executive Independent
Director on account of his ill health, resigned on December 27, 2023 from the following
Committees in which he held the position as Member and Chairmanship respectively.
| (i) Audit Committee |
- Member |
| (ii) Nomination & Remuneration Committee |
- Member |
| (iii) Stakeholder Relationship Committee |
- Chairman |
| (iv) CSR Committee |
- Chairman |
Sh. Dinesh Agnani (DIN:00591448), Non Executive Director has been
appointed on 27th December, 2023 as Member/ Chairman of the following Committees.
| (i) Audit Committee |
- Member |
| (ii) Nomination & Remuneration Committee |
- Member |
| (iii) Stakeholder Relationship Committee |
- Chairman |
| (iv) CSR Committee |
- Chairman |
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 Non Executive 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. Performance evaluation of the Board and
Committees
The performance of the Board was evaluated by the Board Members after
considering inputs from all the Directors primarily on:- - Board composition and quality
with emphasis on its size, diversity & skill - Periodic review of company's
management and internal control system for appropriateness and relevance.
- Board process and procedure with emphasis on the frequency of
Meetings, Attendance thereof, flowof information. The Board evaluated the performance of
the Committee on the following parameters:-
- Appropriateness of size and composition
- Reporting to the Board on the Committee's activities.
- Availability of appropriate internal and external support or
resources to the Committee. 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 and excellent follow up.
The assessment brought out that all the Directors are excellently
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.
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, two separate meetings of the
Independent Directors were held on November 24,2023 and January 18,2024. The Independent
Directors at the meeting, inter-alia, reviewed the following:-
- Assessed 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.
- In separate meetings of Independent Directors, performance of
Non-Independent Directors and the Board as a whole was also evaluated. Additionally, they
also evaluated the Chairman of the Board, taking into account the views of Executive and
Non-Executive Directors in the aforesaid meeting. On its review, the performance of
Executive Directors including Chairman and Non Executive Directors was found satisfactory.
22 MEETING OF THE BOARD OF DIRECTORS
The Company Secretary, as per the directions of the Chairman, prepares
the agenda of the Board/Committee Meetings which is sent either in person or by electronic
mode/ email, to the members well in advance in order to carry out the business outlined in
this regard. The Company Secretary records the minutes of each meeting and draft minutes
are circulated to all members of the Board well in advance.
During the financial year 9 (Nine) Board Meeting(s) and 10(Ten) Audit
Committee Meeting(s) were convened and held. Details are given in the Corporate Governance
Report which forms part of this Annual Report. It is ensured that the time gap between the
two meetings is not more than 120 days as is prescribed under the Companies Act,2013 and
SEBI(LODR) Regulations,2015.
23 MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
Management Discussions and Analysis Report is given as per Annexure
"B", pursuant to the SEBI(LODR) Regulations,2015. It provides an overview of the
affairs of the company, business environment, mission & objectives, strengths,
opportunities and internal control systems which forms a part of this Annual Report.
24 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. Detail of each
committee has been explained in the report on Corporate Governance which forms part of
this Annual Report.
AUDIT COMMITTEE
As required under Section 177(8) of the Act, the details pertaining to
the composition, terms of reference and number of meetings of the Audit Committee are
included in the Report on Corporate Governance, which forms part of this Report. During
the year under review, there was no instance wherein the Board had not accepted any
recommendation of the Audit Committee.
25 POLICIES
SEBI(LODR) Regulations,2015 mandated the formulation of certain
policies for the listed Companies which are available on company's website
www.mgfltd.com.
26 WHISTLE BLOWER 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.
The details of the policy are explained in this Report and also posted
on the website of the company i.e. www.mgfltd.com.
27 VIGIL MECHANISM POLICY
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.
The Policy framed by the company is in compliance with the requirements
of the Act and SEBI(LODR) Regulations,2015 and is available on the website of the company
at http://mgfltd.com
28 FRAUD REPORTING
During the year, no fraud has been reported by the Auditors under
sub-section (12) of Section143 of the Companies Act,2013.
29 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.
30 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 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.
There is percentage increase/ decrease in the median remuneration of
the Directors/employees in the year 2023 and 2024 respectively. The company affirms that
the remuneration is as per the Remuneration Policy of the company.
31 SUCCESSION PLAN
The Board has approved the Succession Policy as is required under
Regulation 17(4) of SEBI(LODR) Regulations,2015. 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 for appointments,
remuneration & evaluation. These governance policies, inter alia, outline Succession
Planning for the Board, Key Managerial Personnel and Senior Management.
32 ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
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.
During the financial year under report, the internal controls were
tested and found effective, as a part of the Management's control testing initiative.
Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors, is
of the opinion that the company's Internal Financial Controls were adequate and
operating effectively for the financial year ended 2023-2024.
33. AUDITORS COMMENTS
Statutory and Secretarial Auditors have not given any qualification,
reservation or adverse remarks or disclaimer.
34 PARTICULARS OF LOANS/ADVANCES/INVESTMENTS AS REQUIRED UNDER
THE LISTING REGULATIONS
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.
35 RELATED PARTY DISCLOSURES
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. Further, omnibus approval has been obtained for transactions which are
repetitive in nature. Also these transactions entered into pursuant to omnibus approval
were placed before the Audit Committee for its review. Although, there are no material
related party transactions yet the company has obtained necessary shareholder's
approval. Further, there are no materially significant related party transactions made by
the company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the company at large.
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 Non
Executive 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 at www.mgfltd.com
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
the company.
None of the transactions entered into with related parties during the
financial year 2023-24 falls under the purview of Section 188(1) of the Act and Rules
framed thereunder. All contracts or arrangements entered into with related parties during
the year, were at arm's length basis and in the ordinary course of the company
‘s business and with prior approval of the Audit Committee/Board, as applicable.
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. A policy, governing the related party transactions, which
is in line with the requirements of the Act and the Listing Regulations, and duly approved
by the Board of the Company, has been adopted and the same has been uploaded on the
company's website at https://www.mgfltd.com.
36 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 adopted 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 www.mgfltd.com.The company has received
confirmations from Non Executive Directors/Independent Directors as well as Senior
Management Personnel regarding compliance of the Code during the financial year under
review. b) MGF'S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING CODE
In accordance with the SEBI(Prohibition of Insider Trading)
Regulations,2015), as amended, from time to time, the Board of Directors of the company
has adopted, MGF Code of Conduct for Prevention of Insider Trading and the Code of
Corporate Disclosure Practices "Insider Trading Code".
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.
37 AUDIT & AUDITORS
Statutory Auditors- Appointment & 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 31,2024 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, a proposal is put up for approval of members for authorizing the Board of
Directors of the company to fix Auditor's remuneration for the year 2024-25. The
members are, therefore, requested to approve the same being an item of notice of the AGM.
38 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 31,2024.
Secretarial Audit Report for the financial year ended March 31,2024 is
annexed herewith as per Annexure ‘C' and ‘C1' in Form No.MR-3 and
forms an integral part of this report. Further, the Secretarial Compliance Report for the
financial year ended March 31,2024 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. M/s Anjali Yadav &
Associates, Secretarial Auditor have also been 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 two Postal Ballots.
The company has complied with the Secretarial Standards for the Board
Meeting(SS-1) and General Meetings(SS-2) during the year 2023-24.
39 INTERNAL AUDITOR & INTERNAL CONTROL
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 undertakes 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 Auditors have not given any adverse remarks.
40 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'.
41 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
2023-24 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.
42 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 www.mgfltd.com
43 CEO/CFO CERTIFICATION
As required under Regulation 17 of SEBI(LODR) Regulations,2015, the
CEO/CFO certificate for the financial year 2023-24 signed by Sh. Rajiv Gupta, Chairman
& Managing Director &CEO and Sh. M.K. Madan, VP, CS & Compliance Officer
&CFO, was considered and approved by the Board of Directors of the company at their
meeting held on May 28,2024.
44 PARTICULARS OF EMPLOYEES
There are no employee in receipt of remuneration which, inter-alia,
requires the company to furnish the particulars of Employees as required under Rule 5(2)
& 5(3) of 6the Companies (Appointment and Remuneration of Managerial
Personnel)Rules,2014.
45 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. The company has sent
Circular to the shareholders to update Permanent Account Number("PAN") linked
with Aadhaar, KYC details and Nomination in respect of shares held in physical form in The
Motor and General Finance Limited ("the Company") and dematerialize the same.
46 HOLDING SHARES IN PHYSICAL FORM
The Company's shares are traded in the Stock Exchanges
compulsorily in DEMAT mode, except in case of request received for transmission or
transposition of securities. In view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management, members holding shares in physical
form are requested to consider converting their holdings in dematerialized form. Members
can contact the company or company's Registrar and Share TransferAgent, M/s Alankit
Assignments Limited for assistance in this regard. SEBI vide its latest Circular dated
16th March,2023, in supersession of earlier Circulars in this regard, has reiterated that
it is mandatory for all holders of physical securities to furnish their PAN as well as
other KYC documents to the RTA (Registrar and Share
47 NOMINATION FACILITY
Provisions of Section 72 of the Companies Act,2013 read with the rule
19(1) of the rules made thereunder extends nomination facility to individuals holding
shares in the physical form. To help the legal heirs/successors get the shares transmitted
in their favour, shareholder(s) are requested to furnish the particulars of their
nomination in the prescribed Nomination Form No.SH-13 and SH-14 are available on the
website of the company at www.mgfltd.com. In case, any of the members 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.
48 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.
49 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, MCR Code, IFSC code, etc to their Depository
Participants with whom they are maintaining their demat accounts in case the shares are
held by them in electronic form/demat form and to Alankit Assignments Limited in case the
shares are held by them in physical form.
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 the
Registrar and Share Transfer Agents indicating the folio number for consolidation of
similar holding under one folio and also dematerialization of their securities.
50 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.
51 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.
52 PUBLIC DEPOSITS
During the year under review, your company has not 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.
53 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:
(Rs in Lacs)
|
As on March 31, 2024 |
As on March 31, 2023 |
| 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 |
- |
1.04 |
| b) Shares held by Non Resident Shareholders |
91236 |
83995 |
| No. of Shareholders |
41 |
45 |
The company had no earnings in foreign exchange
56 LISTING FEE
The listing fee for the year 2024-25 has already been paid to the
credit of both the Stock Exchanges . namely BSE Limited and NSE Limited. The company has
also paid fee to NSDL and CDSL for the year 2024-25.
55 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 votes using electronic voting system (‘remote
e-Voting).
56 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, like agreement with the Directors for their re-appointments 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 at
www. mgfltd.com.
d) The Director's Responsibility Statement as required by section
134(5) of the Act appears at point No.19 of this report.
e) Cash Flow Statement for Financial Year ended March 31,2024 is
attached to the Balance Sheet.
57 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 31,2024 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.
58 CORPORATE INSOLVENCY REGULATION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC) Further 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 31,2024, no application has been made or any proceedings
is pending under the insolvency and Bankruptcy Code, 2016 against the company.
59 ONE TIME SETTLEMENT
During the year under review there was no instance of one time
settlement with banks or financial institutions.
60 CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company
during the financial year 2023-2024.
61 RISK MANAGEMENT
The Board of Directors of the company has 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 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 AND GENERAL
FINANCE LIMITED |
| Place: New Delhi |
(RAJIV GUPTA) |
(ARTI GUPTA) |
| Dated: August 12, 2024 |
CHAIRMAN & MANAGING DIRECTOR & CEO |
JT. MANAGING DIRECTOR |
|
DIN:00022964 |
DIN:00023237 |
|