Your Directors are pleased to present the 93rd (Ninety Third) Annual Report
on the business and operations of the company and the accounts for the financial year
ended March 31,2023.
1. FINANCIAL SUMMARY
The Financial Statement for the year ended March 31,2023 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 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
The estimates and judgment relating to the Financial Statements are made on a prudent
basis, so as to reflect a true and fair manner. Revenue from operations on Standalone
basis is rent from properties as on March 31, 2023 amounts to Rs. 899.55 lakh. The
Standalone Financial Results of your company are as below:-
( ' in lakhs)
Financial Results |
Yearended March 31,2023 |
Year ended March 31,2022 |
Gross Profit/(loss) before depreciation, finance cost and provisioning |
9.52 |
11.74 |
Less: Finance Cost |
44.93 |
47.98 |
Less: Depreciation including impairment and property reserves |
127.80 |
141.32 |
Profit /(Loss) before exceptional items and tax |
(163.21) |
(177.56) |
Exceptional Items |
- |
- |
Profit /(Loss) before, tax |
(163.21) |
(177.56) |
Tax expense |
- |
|
Profit(/Loss) for the year |
(163.21) |
(177.56) |
Other Comprehensive income |
13.76 |
32.01 |
Total comprehensive income for the year |
(149.45) |
(145.55) |
2. DIVIDEND
In view of losses, your Board has not recommended any dividend for the current year.
3. TRANSFER TO RESERVES
Due to losses, the company has not transferred any amount to General Reserves for the
financial year ended March 31,2023
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. DISCLOSURE 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.
7. DISCLOSURE UNDER SECTION 54(1) (D) OF THE COMPANIES ACT, 2013
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.
8. DISCLOSURE 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.
9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013
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.
10. WORKING RESULTS AND STATE OF COMPANY' AFFAIRS.
Standalone total revenue during the year under review amounted to Rs.899.5 lacs as
against Rs.626.49 Lacs in the preceding year. Profit/(Loss) before tax amounted to
Rs.(149.45) Lacs as against Rs.(145.55) Lac in the preceding year.
11. 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 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.
12. 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.
13. 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.
14. ANNUAL RETURN
Annual Return (Form MGT-7) for the financial year 2022-2023 prepared in accordance with
Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies(Management and
Administration)Rules, 2014 will be uploaded after filing with the ROC in due course and
the same is available on the website of the company and can be seen/ assessed at
www.mgfltd.com under the head ‘Annual Return'.
15. DIRECTORS RETIRING BY ROTATION
a) As on the date of this report, the company on its Board has 6(six) Directors
including one Woman Director. Out of total Directors, 3(three) Directors are Non Executive
Independent Directors and 3(three) are Executive Directors.
Excepting Independent Directors, all the Executive Directors are liable to retire by
rotation in terms of Clause 60(e) of the Articles of Association. The retirement by
rotation shall not be deemed as break in service.
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. Rajiv
Gupta(DIN:00022964) Chairman & Managing Director & CEO , is retiring by rotation
who has been longest in office and is eligible for re-appointment at this Annual General
Meeting.
b) 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 declaration
in MBP-1 u/s 184 of the Companies Act,2013 .
c) Cessation of Director
During the current year ended March 31,2023, there is no cessation of Director in the
composition of Board of Directors.
16. 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.
17. 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 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), Sh. Onkar Nath Aggarwal(DIN:00629878) and
Sh. Karun Pratap Hoon (DIN:05202566) have also been included as Key Managerial personnel.
18. RE-APPOINTMENT OF CHAIRMAN & MANAGING DIRECTOR &CEO, JOINT MANAGING
DIRECTOR & EXECUTIVE DIRECTOR.
There is no fresh appointment/re-appointment of Managerial Personnel. The term of the
re-appointment of Sh. Rajiv Gupta, Chairman & CEO, Smt. Arti Gupta, Joint Managing
Director and Sh. Arun Mitter, Executive Director, expires on August 12, 2025.
19. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149 of the Act and SEBI(LODR) Regulations, 2015, Sh. Bharat Kumar
(DIN:01090141) Sh. Onkar Nath Aggarwal(DIN:00629878) and Sh. Karun Pratap Hoon
(DIN:05202566) are Independent Directors of the company.
All Independent Directors of the company have given requisite declarations under
Section 149(7) of the Act, 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 expertise
and experience 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.
20. RE-APPOINTMENT OF INDEPENDENT DIRECTOR
In terms of Section 149 of the Act and SEBI(LODR) Regulations,2015, term of Sh. Bharat
Kumar(DIN:01090141), Sh. Onkar Nath Aggarwal(DIN:00629878) and Sh. Karun Pratap Hoon
(DIN:05202566), Non Executive Independent Directors of the company shall expire on
September 17, 2024, March 30,2025 and October 17, 2027 respectively. Excepting the above,
there is no appointment/ re-appointment of Independent Director(s) during the year under
review.
21. 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.
22. 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 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.
23. 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
Loss 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.
24. 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 Chairperson) and
iii) Various Committees of the Board
The Board of Directors has carried out an annual evaluation of its own performance.
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. Consequently, the Company is required to disclose the
manner of format annual evaluation.
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 set of
members:
- 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, flow of 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 has functioned 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.
25. 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, a separate meeting of the Independent Directors was
held on March 15, 2023. 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 a separate meeting 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.
26. 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 invariably sent either by hand or by electronic
mode/ email, to the members well in advance in order to permit adequate review. 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, Six(6) Board Meeting(s) and Six(6) Audit Committee
Meeting(s) were convened and held, the details of which are given in the Corporate
Governance Report which forms part of this Annual Report. The intervening gap between the
meetings was within the period prescribed under the Companies Act,2013 and SEBI Listing
Regulations. It is ensured that the time gap between the two meetings is not more than 120
days.
27. 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.
28. 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 have been explained
in the report on Corporate Governance which forms part of this Annual Report.
29. POLICIES
SEBI(LODR) Regulations,2015 mandated the formulation of certain policies for all listed
Companies which are available on company's website www.mgfltd.com.
30. 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
31. 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
https://mgfltd.com
32. 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.
33. 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 their remuneration. The
extract of the Nomination and Remuneration Policy is provided in the Corporate Governance
Report which forms part of Board's Report.
34. 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 and
Senior Management for appointments, remuneration & evaluation. These governance
policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel
and Senior Management.
35. ADEQUACY OF INTERNAL FINANCIAL CONTROLS 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 with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate and operating effectively.
36. 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.
37. RELATED PARTY TRANSACTIONS
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. 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). All Related Party Transactions are placed before the Audit Committee and the
Board.
Further the details of the transactions with Related Partylies) 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 RPTs 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.
38. 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 Non Executive Directors, Senior
Management Personnel and other Executives and employees, 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 maf.pit1930@amail.com has been created which exclusively is being
used for the information of 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.
39. 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 31,2023 and have submitted the 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.
The Board of Directors of the Company on the recommendation of the Audit Committee have
re-appointed M/s. Jagdish Chand & Co, Chartered Accountants as the Statutory Auditors
of the Company pursuant to Section 139 of the Act for second term of consecutive 5 (five)
years to hold office till the conclusion of 97th AGM of the Company to be held in the year
2027.
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 2023-24. The members are, therefore, requested to
approve the same being an item of notice of the AGM.
40. 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 31,2023.
The Secretarial Audit Report for the financial year ended March 31,2023 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 31,2023
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.
The company has complied with the Secretarial Standards for the Board Meeting(SS-1) and
General Meetings(SS-2) during the year 2022-23.
41. 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. Any changes warranted due to business needs
are undertaken. 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. During the year under review, no adverse remarks and
reportable material weakness in the operation was observed.
42. 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'.
43. 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 2022-23 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 the above matter. There was no audit qualification in the
financial statements by the Statutory Auditors for the year under review. In view of no
audit qualifications and unmodified auditor's opinion, no further comments are being
offered.
44. 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 is available on
company's website www.mgfltd.com
45. CEO/CFO CERTIFICATION
As required under Regulation 17 of SEBI(LODR) Regulations, 2015, the CEO/CFO
certificate for the financial year 2022-23 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 29, 2023.
46. PARTICULARS OF EMPLOYEES
There are no employees 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
the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014.
47. MEMBERS HOLDING SHARES IN ELECTRONIC FORM
SEBI has mandated the submission of a 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.
48. 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 for dematerialized form. Members can contact the company or
company's Registrar and Share Transfer Agent, 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 Transfer Agent) of the company in respect of all concerned Folios.
49. 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
i.e. www.mfgltd.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.
50. 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.
51. 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.
52. 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.
53. BUSINESS RESPONSIBILITY AND SUSTAINTABILITY REPORT
As per Regulation 34(2) (f) of SEBI(LODR) Regulations,2015, the company is not falling
in the criteria i.e. top 1000 listed companies based on market capitalization and as such,
Business Responsibility and Sustainability Report is not applicable.
54. 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.
55. 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 31,2023 |
As on March 31,2022 |
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 |
83995 |
54652 |
No. of Shareholders |
45 |
31 |
The company had no earnings in foreign exchange
The listing fee for the year 2023-24 has already been paid to the credit of both the
stock exchanges.
57. 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).
58. 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 in a preceding paragraph.
e) Cash Flow Statement for Financial Year ended March 31,2023 is attached to the
Balance Sheet.
59. 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 31,2023 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.
60. CORPORATE INSOLVENCY REGULATION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016(IBC)
Further in accordance with the recent 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 31,2023, no application has been made or any proceeding is pending under the
insolvency and Bankruptcy Code, 2016 against the company.
61. ONE TIME SETTLEMENT
During the year under review there was no instance of one time settlement with banks or
financial institutions.
62. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the company during the financial
year 2022-2023.
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 & GENERAL FINANCE LIMITED
Place: New Delhi Dated: August 10, 2023 |
(RAJIV GUPTA) CHAIRMAN & MANAGING DIRECTOR &
CHIEF EXECUTIVE OFFICER DIN:00022964 |
(ARTI GUPTA) JT. MANAGING DIRECTOR DIN:00023237 |
|