Directors Report of Motor & General Finance Ltd.

Mar 31, 2024

Your Directors are pleased to present the 94^th (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:-

( '' in lakhs)
Financial Results	Yearended 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 preceding year.

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 CORPORATEGOVERNANCE

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 ANNUALRETURN

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 (KM P) of the company as on the date of this report. As per Ind AS -24, KM Ps 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, 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 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 [e-mail] 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 SECRETARIALAUDITORS

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-l) 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 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

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. [e-mail] 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:

('' 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.

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Mar 31, 2023

Your Directors are pleased to present the 93^rd (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:-

Financial Results	Yearended	Year ended
	March 31,2023	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 alongwith 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 [e-mail] 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 16^th 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. [e-mail] 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:-

	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

56. LISTING FEE

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 (RAJIV GUPTA) (ARTI GUPTA)

Dated: August 10, 2023 CHAIRMAN & MANAGING DIRECTOR JT. MANAGING DIRECTOR

& CHIEF EXECUTIVE OFFICER DIN:00023237

DIN:00022964

---

Mar 31, 2018

The Directors take pleasure in presenting their 88^th Report on the business and operations of the company and the accounts for the financial year ended March 31, 2018.

Financial Summary

The Board’s Report is prepared based on the Standalone Financial Statements of the company. Your company has adopted Indian Accounting Standards( ‘iNd-AS’) with effect from April 1,2017. Financial Statements for the year ended March 31, 2018 along with its comparative financial statement for the year ended March 31,2017 & as on April 01,2016 have been prepared in accordance with IND-AS notified under the Companies (Indian Accounting Standards)Rules, 2015, as amended, by the Companies(Indian Accounting Standards) Rules,2017 read with Section 133 and other applicable provisions of the Companies Act,2013. The company has modified the accounting and reporting system to facilitate the changes.:-

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

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

Dividend

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

Share Capital

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

IND-AS effect

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

General Reserves

The company has not transferred any amount to the General Reserves for the financial year ended March 31,2018.

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.

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.

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 issued.

Material changes and commitments, if any, affecting financial position of the company from the end of the financial year and till the date of this report

No material changes and commitments which could affect the company’s financial position and/or future operations and /or Going Concern have occurred since the close of the financial year i.e. March 31,2018 till the date of the Board’s Report.

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

Significant and Material Orders passed by the Regulators or Courts or Tribunal

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the Going Concern status of the company and its business operations in future.

Corporate Governance

As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a Compliance Certificate on Corporate Governance signed by the Statutory Auditors is enclosed forming an integral part of this Board’s Report. The company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India(SEBI).

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

Extract of Annual Return

The details forming part of the extract of Annual Return as on March 31,2018 is available in Form MGT 9 which is in accordance with Section 92 of the Companies Act,2013 read with the Companies(Management and Administration) Rules, 2014 included in this report as Annexure ‘C’ and forms an integral part of this report.

Board of Directors & Key Managerial Personnel

Necessary resolutions relating to Directors who are seeking re-appointment as required under Regulation 36 of the Listing Regulations is enclosed as part of the Notice dated August 10,2018 of the ensuing 88^th Annual General Meeting.

As per the requirements under the provisions of Section 203 of the Companies Act,2013, the Board of Directors noted that Sh. Rajiv Gupta(DIN:00022964), Chairman & Managing Director &CEO, Smt. Arti Gupta(DIN:00023237), Joint Managing Director, Sh. Arun Mitter(DIN:00022941), Executive Director and Sh. M.K. Madan, Vice President & Company Secretary &CFO are the Key Managerial Personnel of the company as on the date of this Board’s Report.

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

None of the Directors of your company is disqualified under the provisions of Section 164(2)(a) and ( b) of the Companies Act,2013.

Sh. Onkar Nath Aggarwal (DIN:00629878) was appointed from March 31, 2015 to March 30,2020 as Non Executive Independent Director by the shareholders till the conclusion of the Annual General Meeting of March 30, 2020 vide Regulation 17(1A) of SEBI(LODR) (Amendment)Regulations, 2018 vide notification dated May 9,2018 although applicable from April 1, 2019, has prescribed the maximum age limit for Non Executive Independent Director to 75(Seventy Five) years and he may continue in office by passing a Special Resolution. Since, Sh. Onkar Nath Aggarwal has attained such age and consented to continue in office, hence a resolution to that effect has been proposed.

Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act,2013 and the Articles of Association of the company, Sh. Rajiv Gupta(DIN:00022964), Chairman & Managing Director &CEO, Smt. Arti Gupta(DIN:00023237), Joint Managing Director and Sh. Arun Mitter(DIN:00022941), Executive Director shall retire by rotation at the ensuing 88^th Annual General Meeting and being eligible, offer themselves for re-appointment.

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 Board Meeting Fee in accordance with the applicable laws and with the approval of the shareholders. A declaration to this effect is also submitted by all the Directors at the beginning of each financial year.

Directorship and Membership on Committees and Shareholding of Non executive Directors

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

Secretarial Standards

The Directors state that applicable Secretarial Standards relating to Meetings of the Board of Directors and General Meeting respectively, have been duly followed by the company.

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:-

i) In the preparation of the annual accounts for the financial year ended March 31,2018, applicable Indian Accounting Standards (Ind AS) and Division II of IND-AS Schedule III of the Companies Act,2013(including any statutory modification(s) or en-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

ii) Such accounting policies have been selected and applied consistently and the Directors have 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 as at March 31, 2018 and of the Profit & Loss of the company for the year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013(including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

Board Evaluation

Schedule IV of the Companies Act,2013 and the Rules thereunder mandate that the Independent Directors of the company to hold at least one meeting in a year, without the attendance of Non Independent Directors.

Pursuant to the provisions of the Act and the Listing Regulations, the Non Independent Directors and the Executive Directors of the company were evaluated by the Independent Directors of the company in a separate meeting of Independent Directors held on March 1, 2018. The formal Annual evaluation of the Board as a whole, Chairman of the Company, Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Risk Management Committee and all the Directors were undertaken in the Board Meeting.

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

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

1. Sh. Bharat Kumar (DIN:01090141)

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

3. Sh. Abhiram Seth (DIN:00176144)

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

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

Number of Meetings of the Board

10 (ten) meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the company and its Committees convened during the financial year 2017-18 are given in the Corporate Governance Report which forms part of this Report.

Policy on Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act,2013.

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

Vigil Mechanism Policy

In compliance with the provisions of Section 177(9) of the Companies Act,2013 read with the Rules made thereunder, the Company has instituted a Whistle Blower Mechanism which, inter-alia, facilitates its employees to report genuine concerns. The mechanism provides for adequate safeguards against victimisation of persons using the mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The policy is available on the Company’s website at htt/ www.mgfltd.com

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

The details of related party disclosures with respect to loans/advances/investments during the year, as required under Part A of Schedule V of the Listing Regulations have been provided in the Financial Statements of the company.

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

Related Party Transactions

All contracts/arrangements/transactions entered by the company with Related Parties were in the ordinary course of business and on an arm’s length basis.

During the year under review, the company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the policy of the company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the company.

There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

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

Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act,2013 read with Rule 8(2) of the Companies(Accounts)Rules, 2014 is set out in the Annexure ‘B2’ to this Report.

Associate Companies

The company has two associate companies as at March 31,2018 as disclosed in the accounts. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act,2013, containing salient features of the financial statements of the Associate Companies in Form AOC-1 is enclosed as per Annexure ‘ B1’

Board

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board Meeting which invariably is intimated 7 (seven) days in advance in writing to the members prior to the meeting in order to permit adequate review. The Company Secretary records minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

Code of Conduct for Directors and Senior Management

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

Statutory Auditors

At the 87^th Annual General Meeting held on September 26, 2017, the members approved appointment of M/s. Jagdish Chand & Co, Chartered Accountants( ICAI Firm Registration No.000129N) to hold office from the conclusion of 87^th Annual General Meeting until the conclusion of 92nd Annual General Meeting(subject to ratification of the appointment by the members at every Annual General Meeting held after 87^th Annual General Meeting) on such remuneration as may be fixed by the Board on the recommendation of Audit Committee.

Further M/s Jagdish Chand & Co, Chartered Accountants( ICAI Firm Registration No.000129N) have confirmed their independence and eligibility under the provisions of the Act & SEBi Listing Regulations.

In view of the amendment to the said Section 139 through the Companies(Amendment 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 Auditors remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 for Standalone Financial Results does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act., therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

Consolidated Financial Statements

As per Regulations 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) 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 thereunder and IND-AS-110, the Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared in compliance with the applicable Indian 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 the adverse opinion given by an Independent firm of Chartered Accountants on the Audit Report on the Financial Statements of Jayabharat Credit Limited, an associate company. Comments offered by the management of an associate company are self explanatory.

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

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act,2013 and Rules made thereunder M/s PCK & Associates, Cost Accountants(Firm Regd No.00514), on the recommendations of the Audit Committee, were re-appointed as the Cost Auditors of the company for the Financial Year ending 2018-19 at a remuneration of Rs.40,000 plus GST, as applicable. As required under the Companies Act, 2013, a resolution seeking members’ approval for their appointment & the remuneration payable to the Cost Auditor forms part of the Notice.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies(Appointment and Remuneration of Managerial Personnel )Rules,2014 made thereunder, the Board has re-appointed M/s Anjali Yadav & Associates,(FCS No.6628 & CP No.7257) as the Secretarial Auditor to conduct and audit the secretarial records for the Financial Year 2017-18.

The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith as Annexure ‘D” in Form No. MR-3 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

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

Internal Auditor & Internal Control

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

Board Committees

The Board has the following committees:-Audit Committee

The Audit Committee of the Board of Directors has been reconstituted on February 13,2018 and as on the date of signing of this report comprises of 5 (Five) Directors, namely, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar, Sh. Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon , 4(Four) of them being Non Executive Independent Directors. Sh. Bharat Kumar, a Non Executive Independent Director, is the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee.

Nomination & Remuneration Committee

Nomination & Remuneration Committee has been reconstituted on February 13,2018 and as on the date of signing of this report comprises of 5(five) Directors namely, Sh. Rajiv Gupta, Chairman & Managing Director & CEO of the company, Sh. Bharat Kumar, Sh. Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon. Out of 5(five) Directors, 4 (four) Directors are Non Executive Independent Directors. Sh. Abhiram Seth, a Non Executive Independent Director, is the Chairman of the Committee.

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

Stakeholders Relationship Committee

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

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

Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility (CSR) Committee has also been reconstituted on February 13,2018 and as on the date of signing of this report comprises of 4(four) Directors, namely Sh.Arun Mitter, Executive Director, Abhiram Seth, Sh. Onkar Nath Aggarwal and Sh. Karun Pratap Hoon, Non Executive Independent Directors. Out of 4(four) Directors, 3(three) Directors are Independent Directors . Sh. Abhiram Seth, Non Executive Independent Director is the Chairman of the Committee.

Risk Management Committee

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

Policies

SEBI( LODR) Regulations,2015 mandated the formulation of certain policies for all listed companies. In compliance with the same, the company has formulated the Corporate Governance Policies viz Policy on Related Party Transactions, Policy on Disclosure of Material Event/information, Unpublished Sensitive Information(UPSI) under SEBI(Prohibition of Insider Trading) Regulations, 2015, Whistle Blower Policy, Policy on Document Preservation, Policy on Board Diversity, Policy on Familiarization Programme for Independent Directors, Policy on Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act,2013(POSH) etc are available on company’s website www.mfgltd.com

Corporate Social Responsibility(CSR)

As a part of its initiative under the Corporate Social Responsibility (CSR) drive, the company had undertaken projects in the area of promoting education, renovation of school building and running of school and libraries etc. This is in accordance with the Schedule VII of the Companies Act,2013 and the company’s CSR policy. However, As per the provisions of Section 135 of the Companies Act,2013, 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

CEO/CFO Certification

As required under Regulation 17 of the Listing Regulations, the CEO/FCFO certificate for the financial year 2017-18 signed by Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. M.K. Madan, Vice President & Company Secretary &CFO, was placed before the Board of Directors of the company at their meeting held on August 10,2018.

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.

Investor Education & Protection Fund(IEPF)

Pursuant to Section 124(5) of the Act read with the I EPF Authority(Accounting Audit, Transfer and Refund)Rules,2016(“the Rules”), all unpaid or unclaimed dividends are required to be transferred by the company to the IEPF established by the Central Government, after the completion of continuous seven years. In accordance with the aforesaid provisions, Rs.11,94,500/- was transferred to IEPF on 3-11-2017: In respect of dividend for Financial Year 2009-10.

Pursuant to Section 124(6) of Act read with the Rules, such shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years shall be transferred to Demat Account maintained by IEPF Authority. In accordance with the aforesaid provisions, 2,03,659 equity shares of the company were transferred to the Demat account maintained by IEPF Authority.

Further, the company vide letter dated June 4, 2018 & reminder on August 10,2018 has already written to such shareholders, who have not claimed dividend pertaining to Financial Year 2010-11, to claim dividend on or before September 21,2018. The company

has also published notice in the newspapers as per the IEPF Rules. The company has also on its website www.mgfltd.com uploaded the details regarding Unpaid/Unclaimed dividend. The Unclaimed/Unpaid Dividend for the above year shall be transferred to the IEPF on the due date i.e. November 4,2018 and the corresponding eligible shares shall also be transferred to demat account maintained by IEPF.

The respective due date of transfer of the unclaimed/unencashed dividend to the Investors Education & Protection Fund(“IE&P) of the Central Government is as below:

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

Dematerialization

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository(s) with whom, they have dematerialized account, to the company’s registrar and transfer agents, M/s Alankit Assignments Limited, Alankit Heights, 3E/7, Jhandewalan Extension, New Delhi-110055.

In pursuance to compliance of Notification bearing no.SEBI/LAD-NRO/GN/2018/24 dated June 8,2018 issued by SEBI(LODR) Regulations,2015, the equity shares held by shareholder in physical form after the notified date i.e. December 8,2018 shall not be processed unless the securities are held in dematerialized form with the Depository. Therefore, it has become mandatory to convert physical holding into electronic mode i.e. demat mode before placing the request for transfer of shares.

Transfer/Transmission/transposition of shares

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

- Registration of physical transfer of shares

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

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

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

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

Business Responsibility Report

As per Regulation 34(2) (f) of SEBI(LODR) Regulations,2015, the company is not falling in the criteria i.e. top 500 listed companies based on market capitalization and as such, Business Responsibility Report is not applicable.

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.

E-mail ID for Investor’s Grievances

In compliance of Regulation 2(j) of SEBI(LODR) Regulations,2015, the company has designated an e-mail address i.e. [e-mail] for the purpose of registering complaints by investors for redressal of their grievances.

Nomination Facility

Provision 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. In case, any of the members wish to avail facility, (Form SH-13), 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.

Listing Fee

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

Consolidation of Folios

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

Acknowledgements

Directors place on record their thanks for the assistance and cooperation received from banks 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.

Place: New Delhi (RAJIV GUPTA) (ARTI GUPTA)

Dated: August 10, 2018 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR

& CHIEF EXECUTIVE OFFICER DIN:00023237

DIN:00022964

---

Mar 31, 2016

The Board of Directors of The Motor & General Finance Limited take pleasure in presenting their 86th Report on the business and operations of the company and the accounts for the financial year ended March 31, 2016.

1. Financial Summary

The Board''s Report is prepared based on the standalone financial statements of the company. The company''s Standalone Financial Performance for the year under review along with previous year figures are given hereunder:-

( Rs. in lacs)

Financial Results	Year ended March 31, 2016	Year ended March 31, 2015
Gross Profit before depreciation, finance cost and provisioning	938.22	919.54
Less: Finance Cost	(550.10)	(701.47)
Less: Depreciation including impairment and property reserves	(99.74)	(90.14)
Profit /(Loss) before provisions, exceptional items and tax	288.38	127.93
Less :Provision for diminution in value of investments	(94.40)	(214.57
Profit /(Loss) before, exceptional items and tax	193.98	(86.64)
Less: Excess depreciation of earlier years written back	-	11.54
Provision for tax	(75.00)	(70.00)
Excess/(short)provision of tax of earlier years	1.50	(26.94)
Deferred tax	20.82	76.04
Net Profit(/Loss) for the year	141.30	(96.00)

Revenue from operations on Standalone basis increased to Rs. 1382.74 lacs as against Rs. 1159.59 lacs in the previous year. Profit after tax for the current year is Rs. 141.30 lacs. There are no material changes and commitments affecting the financial position of your company which have occurred between the end of the financial year 2015-16 and the date of this report.

2. Dividend

The Board of Directors have taken a conscious decision not to recommend any dividend for this year. The company has made provision as on March 31, 2016 for diminution in value of long term investments amounting to Rs. 94.40 lacs. There is no audit qualification in the financial statements by the statutory auditors for the year under review.

3. Share Capital

The Paid up Equity Share Capital as on March 31, 2016 stood at Rs. 1936.35 lacs. During the year there is no increase in the Share Capital.

4. Finance and Accounts

Your company prepared its financial statements in compliance with the requirements of the Companies Act, 2013 and have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner.

5. Consolidated Financial Statements

The Consolidated Financial Statements of your company for the financial year 2015-16 are prepared in compliance with provisions of Section 129(3) of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 issued thereunder, applicable Accounting Standards and the provisions of SEBI(LODR) Regulations, 2015 (hereunder referred to as the “Listing Regulations”).

6. Transfer to Reserves

During the year, your company has transferred a sum of Rs. Nil net of tax to General Reserves

7. Corporate Governance

In compliance with Regulation 34 of SEBI(LODR) Regulations, 2015, a separate report on Corporate Governance together with Management Discussions & Analysis Report along with a certificate from the Auditors on its compliance, forms an integral part of this report.

8. Extract of Annual Return

The details forming part of the extract of Annual Return as on March 31, 2016 is available in Form MGT-9 which is in accordance with the Section 92 of the Companies Act, 2013 read with Companies(Management and Administration)Rules, 2014 is included in this report as Annexure ‘C’ and forms an integral part of this report.

9. Policy on Directors’ Appointment and Remuneration and other details

The Board has, in terms of section 178(3) of the Companies Act, 2013, on the recommendation of the 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 company’s policy on Directors’ appointment and remuneration is stated in the Corporate Governance Report .

As at March 31, 2016, your Board comprised of following six Directors:-

i) Sh. Rajiv Gupta, Chairman & Managing Director(CMD) & CEO

Sh. Rajiv Gupta(DIN:00022964),interest, related to Smt. Arti Gupta, on the recommendations of the Nomination & Remuneration Committee, by passing a Special Resolution was reappointed by the Board at its meeting held on March 10, 2014 for a period of three years w.e.f. April 1, 2014 to March 31, 2017 which was approved by the shareholders through Postal Ballot on April 25, 2014. Variation in the terms of remuneration was approved by the members in the AGM held on September 29, 2015. Section 196 (3)(a) of the Companies Act, 2013 stipulate that if a person who has attained the age of 70 years, his appointment/ re-appointment shall be made by passing a Special Resolution along with a Explanatory Statement annexed there to the Notice for such motion indicating the justification for appointing/re-appointing such person. Sh. Rajiv Gupta will be attaining the age of 70 years on August 13, 2016. The Board on the recommendation of the Nomination & Remuneration Committee in their meeting held on August 04, 2016 have, subject to the passing of the Special Resolution by the members, reappointed Sh. Rajiv Gupta for a period of three years from August 13,2016 to August 12,2019 by cancelling & modifying the subsisting agreement. The remuneration which includes perks paid as per the terms and conditions approved by the members to Sh. Rajiv Gupta requires some modifications and accordingly, the revised terms and conditions regarding perks from April 1, 2016 to August 12, 2016 shall be the same as to be paid on renewal of the term but shall not override the total remuneration payable but shall remain within the limits specified under Schedule V of the Companies Act, 2016.

ii) Smt. Arti Gupta, Joint Managing Director

The Board of Directors at its meeting held on March 10,2014 on the recommendations of the Nomination & Remuneration Committee, considered the re-appointment of Smt. Arti Gupta(DIN:00023237), interest, related to Sh. Rajiv Gupta, Chairman & Managing Director & CEO for a period of three years from June 5, 2014 to June 4, 2017 which was approved through Postal Ballot by the shareholders on April 25, 2014. Variation in the terms of remuneration was approved by the members in the AGM held on September 29, 2015.

The Board on the recommendation of the Nomination & Remuneration Committee in their meeting held on August 04, 2016 have, subject to the passing of the Special Resolution by the members, re-appointed Smt Arti Gupta for a period of three years from August 13, 2016 to August 12, 2019 by cancelling & modifying the subsisting agreement.

In the case of Smt. Arti Gupta, Joint Managing Director, there is due compliance of section 149(1) of the Companies Act, 2013 and Regulation17(a) SEBI (LODR Regulation, 2015) of the Listing Agreement, providing for appointment of Woman Director on the Board.

The remuneration which includes perks paid as per the terms and conditions approved by the members to Smt. Arti Gupta requires some modifications and accordingly, the revised terms and conditions regarding perks from April 1, 2016 to August 12, 2016 shall be the same as to be paid on renewal of the term but shall not override the total remuneration payable but shall remain within the limits specified under Schedule V of the Companies Act, 2016.

iii) Sh. Arun Mitter, Whole Time Director designated as Executive Director

The Board of Directors at its meeting held on March 10, 2014 on the recommendations of the Nomination and Remuneration Committee, considered the reappointment of Sh. Arun Mitter (DIN:00022941), Chartered Accountant, for a period of three years from July 11, 2014 to July 10, 2017 which was approved through Postal Ballot by the shareholders on April 25, 2014. Variation in the terms of remuneration was approved by the members in the AGM held on September 29, 015.

The Board on the recommendation of the Nomination & Remuneration Committee in their meeting held on August 04, 2016 have, subject to the passing of the Special Resolution by the members, re-appointed Sh. Arun Mitter for a period of three years from August 13,2016 to August 12,2019 by cancelling & modifying the subsisting agreement.

Sh. Arun Mitter, is not, interse, or otherwise, related to any of the Directors.

iv) Sh. Bharat Kumar, Independent Director

Sh. Bharat Kumar(DIN:00990117), graduate in commerce, was appointed by the Board in their meeting held on March 19, 2002. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and rules made there under, he has been appointed an Independent Director to hold office for a period of five consecutive years w.e.f. September 18, 2014 to September 17, 2019. His term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the Act.

Sh. Bharat Kumar, is not, interest, or otherwise, related to any of the Directors

v) Sh. Abhiram Seth, Independent Director

Sh.Abhiram Seth(DIN:00176144) graduate in Economics and Master in Management Studies was appointed by the Board in their meeting held on April 29, 2006. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act,2013 and rules made there under he has been appointed an Independent Director to hold office for a period of five consecutive years w.e.f. September 18, 2014 to September 17, 2019. His term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the said Act.

Sh. Abhiram Seth is not, interse, or otherwise, related to any of the Directors

vi) Sh. Onkar Nath Aggarwal, Independent Director

Sh. Onkar Nath Aggarwal(DIN:00629878), a qualified Mechanical Engineer and DLCT(Hons)degree from UK was appointed by the Board in their meeting held on December 31, 2005. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and rules made there under, he has been appointed an Independent Director to hold office for a period of five consecutive years w.e.f. March 31, 2015 to March 30, 2020. His term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the said Act.

Sh. Onkar Nath Aggarwal, is not, interest, or otherwise, related to any of the Directors.

10. Director’s Responsibility Statement

Pursuant to Section 134(3)(c ) 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:

i) in the preparation of the annual accounts for the financial year ended March 31,2016, applicable Accounting Standards and Schedule III of the Companies Act,2013(including any statutory modification(s) or en-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

ii) the Directors have selected accounting policies and 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 your company as at March 31, 2016 and of the profit of the company for the financial year ended March 31, 2016;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a ‘going concern ‘ basis;

v) proper internal financial controls laid down by the Directors were followed by your company and that such internal financial controls are adequate and operating effectively; and

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

11 Audit Observations

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2015-16.

12. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Clause 60(e) of company’s Articles of Association, Sh. Rajiv Gupta, Chairman & Managing Director &CEO and Sh. Arun Mitter, Executive Director retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

13. Key Managerial Personnel

During the year under review, the company has identified following persons as Key Managerial Personnel..

Sl. No.	Name of the Person	Designation
1.	Sh Rajiv Gupta	Chairman & Managing Director & CEO
2.	Smt. Arti Gupta	Joint Managing Director
3.	Sh. Arun Mitter	Whole Time Director
4.	Sh. M.K. Madan	Vice President & Company Secretary & CFO

14. Board Evaluation

a) Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulations,2015, the Board has carried out annual evaluation of its performance, the directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committees. It has also evaluated the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

b) The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. Number of Meetings of the Board

Details of the number of meeting s of the Board and the Committees held during the financial year 2015-16,forms part of the Corporate Governance Report.

Further, a separate meeting of the Independent Directors was also held, where at the prescribed items enumerated under Schedule IV to the Companies Act,2013 and the SEBI(LODR) Regulations,2015, were discussed.

16. Particulars of Loans, Guarantees or Investments by the company

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 read with the Companies(Meetings of Board and its Powers)Rules,2014, as on March 31,2016, are set out in Note No. 25(a)(ii) to the Standalone Financial Statements forming an integral part of this report.

17. Disclosures

There was no material changes or commitments, if any, effecting the financial position of the company from the end of the financial year till the date of this report.

18. Vigil Mechanism Policy

The company has established a Whistle Blower /Vigil Mechanism in terms of the Listing Agreement/SEBI(LODR) Regulations,2015 through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The said mechanism provided for adequate safeguards against victimization and also direct access to the higher levels of supervisors. In appropriate and exceptional cases, concerns may be raised directly to the Chairperson of the Audit Committee. The Vigil Mechanism Policy which incorporates Whistle Blower Policy may be accessed on the company’s website at the link: http://www.mgfltd.com

19. Listing Agreement

The Securities and Exchange Board of India(SEBI), on September 2, 2015, issued SEBI(LODR) Regulations,2015 with the aim to consolidate and streamline the provisions of the Listing Agreement to ensure better enforceability. The said regulations were effective December 1, 2015. The Company entered into a fresh Listing Agreement with BSE Limited and the National Stock Exchange of India Limited on February 24, 2016.

The listing fee for the year 2016-17 has already been paid to the credit of both the stock exchanges.

20. Related Party Transactions

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the company.

During the financial year 2015-16, your company has entered into transactions with related parities as defined under Section 2(76) of the Companies Act,2013 read with the Companies(Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act,2013, read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the SEBI Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm’s length basis in accordance with the provisions of Companies Act,2013 read with the Rules issued there under and the SEBI(LODR) Regulations, 2015.

Further, there were no materiality significance of RPT during the year with any of the related party viz, Promoters, Directors and Key Managerial Personnel and other related entities which may have a potential conflict with the interest of the company at large. The details of the related parties transactions as per Accounting Standard 18 are set out in Note No. 25(b) to the Standalone Financial Statements forming part of this report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act,2013 read with Rule 8(2) of the Companies (Accounts)Rules, 2014 is set out as Annexure ‘Bl’.

21. Board

The Company Secretary, in consultation with the Chairman, prepares the agenda of the Board Meeting which is distributed 7 (seven) days in advance in writing to the members prior to the meeting in order to permit adequate review. The Company Secretary records minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

22. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,2013 and the Rules made there under the current auditors of the company M/s S.N.Dhawan & Co, Chartered Accountants ( Firm Regd No.000050N) are eligible to hold office for the last consecutive year( in the term of three consecutive years approved at the last Annual General Meeting and as such, on the recommendation of the Audit Committee are recommended for re-appointment to audit the accounts of the company for the financial year ending 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained written confirmation from M/s S.N. Dhawan & Co, Chartered Accountants that their appointment, if made, would be in conformity within the limits specified in the said section.

The members are requested to appoint M/s. S.N. Dhawan & Co, Chartered Accountants, as auditors for the year 2016-17 and authorize the Board, on the recommendations of the Audit Committee, to fix their remuneration.

23. Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under, M/s PCK & Associates, Cost Accountants(Firm Regn, No.00514) on the recommendations of the Audit Committee, were appointed as the Cost Auditors of the company for the financial year ending 2016-17 at a remuneration of Rs. 40,000 plus service tax, as applicable. As required under the Companies Act, 2013, a resolution seeking member’s Approval for the remuneration payable to the Cost Auditor forms part of the Notice.

24. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made there under, the company has re-appointed M/s Anjali Yadav & Associates, (FCS No.6628 & CP No.7257) as the Secretarial Auditor to conduct and audit the secretarial records for the financial year 2016-17.

Your company has received consent from her. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure ‘D’ in Form No. MR-3 and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. M/s Anjali Yadav and Associates, Secretarial Auditor have also been appointed as scrutinizer to scrutinize the e-voting process.

25. Internal Auditor & Internal Control

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

26. The Company does not have any Employee Stock Option Scheme.

27. Risk Management

The Board of Directors has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussions and analysis, which forms an integral part of this report.

28. Board Committees

The Board has the following committees:-

i) Audit Committee

The Audit Committee of the Board of the Directors has been reconstituted and as on the date of signing of this report comprises of four (4) Directors namely, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar, Sh. Abhiram Seth and Sh. Onkar Nath Aggarwal, three of them being Independent Directors. Sh.Bharat Kumar, an Independent Director, is the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee.

ii) Nomination & Remuneration Committee

Nomination & Remuneration Committee was re-constituted on May 28, 2016 and the present constitution of the committee comprises of four (4) Directors namely, Sh. Rajiv Gupta, Chairman & Managing Director &CEO of the company, Sh. Bharat Kumar, Sh.Abhiram Seth and Sh.Onkar Nath Aggarwal. Out of four Directors, three Directors are Independent Directors. Sh. Abhiram Seth, an Independent Director, is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy on the Directors’ appointment and other details as is required under Section 178(4) of the Act in the matter of appointment/re-appointment of the Directors, Senior Managers and fixation of remuneration etc.

(iii) Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of five (5) Directors, namely Sh. Rajiv Gupta, Chairman & Managing Director &CEO, Smt. Arti Gupta, Joint Managing Director, Sh. Arun Mitter, Executive Director, Sh. Bharat Kumar and Sh. Abhiram Seth. Out of five Directors, two Directors are Independent Directors. Sh. Abhiram Seth, an Independent Director, is the Chairman of the Committee.

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

(iv) Corporate Social Responsibility (CSR) Committee

In accordance with the requirements of Section 135 of Companies Act,2013, your company had constituted a Corporate Social Responsibility Committee (CSR) on February 13, 2015. The composition of the Committee is given hereunder. However, terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. The Committee comprises of Sh. Abhiram Seth, Non Executive Independent Director, Sh. Arun Mitter, Executive Director, Sh. Onkar Nath Aggarwal, Non Executive Independent Director.

Sh. Abhiram Seth, Non Executive Independent Director is the Chairman of the Committee.

(v) Risk Management Committee

Risk Management Committee comprises of three(3) Directors, namely, Sh. Bharat Kumar, Sh. Arun Mitter, Executive Director and Sh. Abhiram Seth, an Independent Director. Out of three directors, two directors are Independent Directors. Sh. Bharat Kumar, an Independent Director, is the Chairman of the Committee.

29. Policies

SEBI(listing Obligations and Disclosure Requirements)Regulations, 2015 mandated the formulation of certain policies for all listed companies. In compliance with the same, the company has formulated the policies. The corporate governance policies v.z. Policy on Related Party Transactions, Policy on Disclosure of Material Event/information , Code of Fair disclosure, UPSI under sEbI (Prohibition of Insider Trading) Regulations,2015, Whistle Blower Policy, Policy on Document Preservation, Policy on Board Diversity, Policy on Familiarization Programme for Independent Directors, etc are available on our company’s website www.mgfltd.com.

30. Corporate Social Responsibility (CSR) Policy

As a part of its initiative under the “Corporate Social Responsibility”(CSR) drive, the company has undertaken projects in the area of promoting education, renovation of school building and running of school and libraries etc. This is in accordance with Schedule VII of the Companies Act, 2013 and the company’s CSR policy. As per the provisions of Section 135 of the Companies Act,2013, 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. However, in continuing with the plan, as per last year, the company has incurred Rs. 14.02 lacs on promoting education.

CSR Policy of the company is available on company’s website www.mgfltd.com.

31. Business Responsibility Report

As per Regulation 34(2)(f) of SEBI(LODR) Regulations,2015, the company is not falling in the criteria i.e. top 500 listed companies based on market capitalization and as such, Business Responsibility Report is not applicable.

32. CEO/CFO Certification

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of Regulation 17(8) of SEBI(LODR) Regulations, 2015.

33. 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.

34. Unpaid/Unclaimed Dividend

The respective due dates of transfer of the unclaimed un-encashed dividend to the Investors Education & Protection Fund(“IE&P) of the Central Government are as below

Financial Year to which dividend relates	Date of Declaration	Due date for transfer to IE&P Fund
2009-2010	29-09-2010	04-11-2017
2010-2011	29-09-2011	04-11-2018

As provided under the Companies Act,2013, dividend remaining unclaimed for a period of seven years shall be transferred by the company to the IE&P Fund. In the interest of the investors, the company is in the practice of sending reminders to the investors concerned, before transfer of unclaimed dividend to the IE & P Fund. Unclaimed/un-encashed dividends up to the year 2008-09 have been transferred to the IE&P Fund.

35. Dematerialization

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the company’s registrar and transfer agents, M/s Alankit Assignments Limited, Alankit Heights,1E/13, Jhandewalan Extension, New Delhi-110055.

Further The SEBI has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

36. Transfer/Transmission/Transposition of Shares

The Securities and Exchange Board of India(SEBI), vide its Circular No.MRD/DOP/Cir-05/2009 dated 20^th May, 2009 and Circular No.MRD/DoP/SE/RTA/Cir-03/2010 dated 7^th January, 2010 made it mandatory that a copy of the PAN Card is to be furnished to the company in the following cases:- Registration of physical transfer of shares;

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

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

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

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

37. Consolidation of Multiple Folios

Member(s) of the company who have multiple accounts in identical name(s) or holding more than one Share Certificate in the same name under different Ledger Folio(s) are requested to apply for consolidation of such Folio(s) and send the relevant Share Certificates to the company.

38. Compliance of the Statutory Authorities

The company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

39. Code of Conduct for Directors and Senior Management

The Board of Directors of the company has adopted a Code of Conduct for directors and senior management and the same is available on the website of the company i.e. http// www.mgfltd.com.

40. Insider Trading Code

The Board of Directors in their meeting held on May 14,2015 has adopted a Code of Conduct under SEBI( Prohibition of Insider Trading) Regulations,2015 superseding the 1992 Code. The code is applicable to all designated and connected persons of the company and their immediate relatives, promoters, promoter’s group, all directors who are expected to have access to Unpublished Price Sensitive Information(UPSI) relating to the company. The company has appointed Sh. M.K. Madan, Vice President & Company Secretary & CFO of the company as Compliance Officer under the said regulations.

41. 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.

42. 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:-

Amount ( in Lacs)

a)	Technology -	It is not applicable
b)	Conservation of Energy	-do-
c)	Transactions in Foreign Currency:	This Year	Previous Year
	a) Expenditure in Foreign Currency	-	-
	i ) Repayment of Foreign Currency Loan	-	-
	ii) Interest on Foreign Currency Loan	-	-
	iii) Travelling Expenses	1.26 lacs	2.04 lacs
b)	Shares held by Non Resident Shareholders	125088	187081
	No. of Shareholders	30	31

The company had no earnings in foreign exchange.

43. E-mail ID for Investor’s Grievances

In compliance of Regulation 2(j) of SEBI (LODR) Regulations, 2015, the company has designated an e-mail address i.e. mgfcomplaints @yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

44. Nomination Facility

Provision of Section 72 of the Companies Act, 2013 read with rule 19(1) of the rules made there under 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. In case, any of the members wish to avail facility of Nomination, (Form SH -13), 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 Dps.

45. Consolidation of Folios

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

46. Acknowledgements

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

Yours 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 (RAJIV GUPTA) (ARTI GUPTA)

Dated: August 4, 2016 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR

& CHIEF EXECUTIVE OFFICER DIN:00023237 DIN:00022964

---

Mar 31, 2015

Dear Members,

The Board of Directors of The Motor & General Finance Limited take pleasure in presenting their 85th Report on the business and operations of the company and the accounts for the financial year ended March 31,2015.

1. Financial Summary

The Board's Report is prepared based on the stand alone financial statements of the company. The company's financial performance for the year under review along with previous year figures are given hereunder:-

( Rs. in lacs)

Financial Results Year ended Year ended March 31, March 31, 2015 2014

Gross Profit before depreciation, finance cost and provisioning 919.54 943.93

Less: Finance Cost (701.47) (545.41)

Less: Depreciation including impairment and property reserves (90.14) (66.07)

Profit /(Loss) before provisions, exceptional items and tax 127.93 332.45

Add: Provision for doubtful debts written back - 73.94

Add : Provision for diminution in value of investments (214.57) (7.91)

Profit /(Loss) before, exceptional items and tax (86.64) 398.48

Less : Amount written off - (61.59)

Less: Excess Depreciation of earlier years written back 11.54 -

Provision for tax (70.00) (65.00)

Excess/(short)provision of tax of earlier years (26.94) 4.39

Deferred Tax 76.04 50.23

Net Profit(/Loss) for the year (96.00) 326.51

Total Profit/(Loss) (1489.21) (1393.21)

Losses carried forward to Balance Sheet (1489.21) (1393.21)

Profitability of the company has been materially affected on account of provision for diminution in the value of long term investments amounting to Rs. 214.57 lacs and write off of irrecoverable sum of Rs. 101.13 lacs. The above provisions and write off has mainly resulted into loss of Rs. 96 lacs for the year ended March 31,2015.

2. Dividend & Reserves

On account of loss reported by the company during the current year, the Board of Directors have not recommended any dividend. Reserves and Surplus as on March 31,2015 stood at Rs. 6858.16 lacs.

Keeping in view the decision of the FRRB with respect to the rectification and /or restatement of the financial statement, in compliance, the company has made provision as on March31,2015 for diminution in value of long term investments amounting to Rs. 214.57 lacs . There is, as such, no audit qualification in the financial statements by the statutory auditors for the year under review.

3. Share Capital

The Paid up Equity Share Capital as on March 31,2015 stood at Rs.1936.35 lacs. During the year there is no increase in the Share Capital.

4. Finance and Accounts

Your company prepared its financial statements in compliance with the requirements of the Companies Act, 2013 and have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner.

5. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, Auditor's Certificate regarding the compliance of conditions of Corporate Governance (Annexure'A') and Management Discussion and Analysis Report(Annexure 'B') forms part of this report. A separate section on Corporate Governance practices followed by the company from the company's auditors confirming compliance forms an integral part of this report.

6. Extract of Annual Return

Details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure- C and forms an integral part of the report.

7. Policy on Directors' Appointment and Remuneration and other details

The Board has, in terms of section 178(3) of the Companies Act,2013, on the recommendation of the 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 company's policy on Directors' appointment and remuneration is stated in the Corporate Governance Report.

As at March 31,2015, your Board comprised of following six Directors:-

i) Sh. Rajiv Gupta, Chairman & Managing Director

The Board of Directors, upon the recommendations of the Remuneration Committee consequent to the demise of Sh. Ved Prakash Gupa, Chairman Emeritus, designated Sh. Rajiv Gupta(DIN:00022964), the Managing Director, as the Chairman & Managing Director of the company with effect from September 1,2005. Further, on the recommendation of Nomination & Remuneration Committee, he was re-appointed by the Board at its meeting held on March 10,2014 for a period of three years with effect from April 1,2014 to March 31,2017 which was approved by the shareholders through Postal Ballot on April 25,2014. Also, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on October 20,2014, considered the variation in the terms of remuneration with effect from December 1,2014 and the same was approved by the shareholders through Postal Ballot on December 12, 2014. The Board of Directors in their meeting held on August 13,2015, on the recommendation of the Nomination & Remuneration Committee, have also considered the variation in the terms of remuneration viz increase in the salary with effect from October 1, 2015 upto March 31,2017 as set out in the resolution to be passed by the shareholders in the ensuing Annual General Meeting.

ii) Smt. Arti Gupta, Joint Managing Director

Smt. Arti Gupta(DIN:00023237), on the recommendations of the Remuneration Committee was appointed by the members in their meeting held on August 29,2008 as Joint Managing Director of the company for a period of three years from June 5,2008 to June 4,2011. Smt. Arti Gupta is related to Sh. Rajiv Gupta, Chairman & Managing Director and on the recommendation of Nomination & Remuneration Committee, she was re-appointed by the Board at its meeting held on March 10,2014 for a period of three years from June 5,2014 to June 4,2017 which was approved through Postal Ballot by the shareholders on April 25,2014. Also, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on October 20,2014, considered the variation in the terms of remuneration with effect from December 1,2014 and the same was approved by the shareholders through Postal Ballot on December 12,2014. The Board of Directors in their meeting held on August 13,2015, on the recommendation of the Nomination & Remuneration Committee, have also considered the variation in the terms of remuneration viz increase in the salary with effect from October 1, 2015 upto June 4,2017 as set out in the resolution to be passed by the shareholders in the ensuing Annual General Meeting.

In the case of Smt. Arti Gupta, Joint Managing Director, there is due compliance of section 149(1) of the Companies Act,2013 and clause 49 of the Listing Agreement, providing for appointment of Woman Director on the Board.

iii) Sh. Arun Mitter, Executive Director

Sh. Arun Mitter(DIN:00022941), a Chartered Accountant, was appointed as Whole Time Director in the company in the year 2002 and since then, his appointment has been renewed from time to time. On the recommendation of Nomination & Remuneration Committee, he was re-appointed by the Board at its meeting held on March 10,2014 for a period of three years with effect from July 11,2014 to July 10,2017 which was approved through Postal Ballot by the shareholders on April 25,2014. Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on October 20,2014, considered the variation in the terms of remuneration with effect from December 1,2014 and the same was approved by the shareholders through Postal Ballot on December 12,2014. The Board of Directors in their meeting held on August 13,2015, on the recommendation of the Nomination & Remuneration Committee, have also considered the variation in the terms of remuneration viz increase in the salary with effect from October 1,2015 upto July 10,2017 as set out in the resolution to be passed by the shareholders in the ensuing Annual General Meeting.

iv) Sh. Bharat Kumar, Independent Director

Sh. Bharat Kumar(DIN:00990117) was appointed by the Board in their meeting held on March 19,2002, He is a graduate in Commerce and holds a rich business experience. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act,2013 and rules made thereunder, Sh.Bharat Kumar has been appointed as an Independent Director whose term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the Act. He holds the office for five consecutive years with effect from September 18,2014 upto September 17, 2019.

v) Sh. Abhiram Seth, Independent Director

Sh.Abhiram Seth(DIN:00176144) was appointed by the Board in their meeting held on April 29,2006. He is graduate in Economics and Master in Management Studies and holds extensive experience in diverse fields. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act,2013 and rules made thereunder, Sh. Abhiram Seth has been appointed as an Independent Director whose term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the said Act. He holds the office for five consecutive years with effect from September 18,2014 upto September 17, 2019.

vi) Sh. Onkar Nath Aggarwal, Independent Director

Sh. Onkar Nath Aggarwal(DIN:00629878) was appointed by the Board in their meeting held on December 31,2005. He is a qualified Mechanical Engineer and holds DLCT(Hons) degree from UK. Pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act,2013 and rules made thereunder, Sh.Onkar Nath Aggarwal has been appointed as an Independent Director w.e.f. March 31,2015 whose term of office shall not be liable to retirement by rotation in terms of section 149(13) of the said Act. Declaration has been received to the effect that he meets the criteria of independence as provided in section 149(6) of the said Act. His appointment as an Independent Director shall be placed before the shareholders in the ensuing AGM. He holds the office for five consecutive years with effect from March 31,2015 to March 30, 2020.

Resignation of Director Sh. Sharad Aggarwal,

During the year, Sh. Sharad Aggarwal, an Independent Director, resigned from the Board. The Board of Directors wish to place on record their deep appreciation for the valuable contributions made by Sh. Sharad Aggawal during his tenure as an Independent Director on the Board.

8. Director's Responsibility Statement

The Directors confirm that to the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134(3)(c) of the Companies Act, 2013.

i) That in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and 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.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That annual accounts have been prepared on 'going concern ' basis.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii(a) Audit Observation

The audit observations on the financial statements are suitably explained as and where necessary in the notes on accounts.

9. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the company's Articles of Association, Sh. Rajiv Gupta, Chairman and Managing Director and Smt. Arti Gupta, Joint Managing Director retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

10. Key Managerial Personnel

During the year under review, the company has identified following persons as Key Managerial Personnel..

Sl No. Name of the Person Designation

1. Sh Rajiv Gupta Chairman & Managing Director & CEO

2. Smt. Arti Gupta Joint Managing Director

3. Sh. Arun Mitter Whole Time Director

4. Sh. M.K. Madan Vice President & Company Secretary & CFO

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual evaluation of its performance, the directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committees. It has also evaluated the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The Chairman and the Non-Independent Directors performance evaluation was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

12. Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2014-2015 forms part of the Corporate Governance Report.

13. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Refer Note No.26(ii) & 26(xii).

14. Whistle Blower Policy

The company has a Whistle Blower Policy to report genuine concerns of grievances. The Whistle Blower Policy is also available on the website of the company www.mgfltd.com

15. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Further, there was no transaction with related parties that may have potential conflict with the interest of the company. Details of related party transactions entered into by the company in the ordinary course of business and at arm's length price are included in the notes forming part of the Financial Statements. Refer Note No. 26(vii)(b). There are no material related party transactions between the company and the related parties as defined under clause 49 of the Listing Agreement. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the company.

16. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,2013 and the Rules made thereunder the current auditors of the company M/s S.N.Dhawan & Co, Chartered Accountants ( Firm Regd No.000050N) are eligible to hold office for the second consecutive year (in the term of three consecutive years approved at the last Annual General Meeting) and as such, are recommended for reappointment to audit the accounts of the company for the financial year ending 2015-16. As required under the provisions of section 139 of the Companies Act,2013, the company has obtained written confirmation from M/s S.N. Dhawan & Co, Chartered Accountants that their appointment, if made, would be in conformity within the limits specified in the said section.

The members are requested to appoint M/s. S.N. Dhawan & Co, Chartered Accountants, as auditors for the year 2015-16 and authorize the Board to fix their remuneration.

17. Cost Auditors

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s PSK & Associates, Cost Accountants,(Firm Regd No. 000514) as Cost Auditors to audit the cost accounts of the company for the financial year ending 2015-16 at a remuneration of Rs. 40,000 plus service tax, as applicable. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice. As required under the Act and rules made thereunder, the remuneration payable to the Cost Auditors is required to be placed before the members in general meeting for approval. Accordingly, resolution seeking approval by members for the remuneration payable to M/s PSK & Associates, Cost Accountants, is included in the notice.

18. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the company has appointed M/s Anjali Yadav & Associates, a firm of Company Secretaries in Practice, (FCS No.6628 & CP No.7257) to undertake the Secretarial Audit of the company. The Secretarial Audit Report is included as Annexure-D in Form No.MR-3 and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

19. Internal Auditor & Internal Control

The internal audit has been entrusted to Mr. S.K. Aggarwal, a Chartered Accountant.

The company has in place adequate internal financial controls with reference to the financial statement and is in commensurate with its size, scale and complexities of its operations.

The Audit Committee periodically reviews the internal control systems with the management, internal auditors and statutory auditors and the adequacy of internal audit function, significant internal audit findings and follow ups thereon.

20. Risk Management

The Board of Directors has formed a risk management committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has been covered in the management discussions and analysis, which forms part of this report.

21. Board Committees

The Board has the following committees:-

(i) Audit Committee

The audit committee of the Board of the Directors comprises of three (3) directors namely Sh. Bharat Kumar, Sh. Abhiram Seth and Sh. Onkar Nath Aggarwal, all of them being independent directors. Sh. Bharat Kumar is the Chairman of the Audit Committee.

The Board accepts recommendations of the Audit Committee whenever made by the committee.

(ii) Nomination & Remuneration Committee

Nomination & Remuneration Committee comprises of five(5) directors namely, Sh. Rajiv Gupta, Sh. Arun Mitter, Sh. Bharat Kumar, Sh. Abhiram Seth and Sh. Onkar Nath Aggarwal. Out of five Directors, three directors are Independent Directors. Sh. Abhiram Seth, Independent Director, is the Chairman of the Committee.

The Board accepts recommendations of the committee based on the policy on the Directors' appointment and other details as is required under Section 178(4) of the Act in the matter of appointment/reappointments of the Directors, Senior Managers and fixation of remuneration etc.

(iii) Stakeholders Relationship Committee

Stakeholders Relationship Committee comprises of five (5) Directors, namely Sh. Rajiv Gupta, Smt. Arti Gupta, Sh. Arun Mitter, Sh. Bharat Kumar and Sh. Abhiram Seth. Out of five Directors, two directors are Independent Directors. Sh. Abhiram Seth, Independent Director, is the Chairman of the Committee.

The Committee looks into and resolves the grievances of the stakeholders.

(iv) Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility (CSR) Committee comprises of three Directors, namely, Sh. Abhiram Seth, Sh. Arun Mitter and Sh. Onkar Nath Aggarwal( appointed as an Independent Director on March 31,2015). Out of three directors, two directors are Independent Directors. Sh. Abhiram Seth, Independent Director is the Chairman of the Corporate Social Responsibility Committee.

Corporate Social Responsibility (CSR) Policy

As a part of its initiative under the "Corporate Social Responsibility"(CSR) drive, the company has undertaken projects

in the area of promoting education, renovation of school building and running of school and libraries etc. This is in accordance with Schedule VII of the Companies Act, 2013 and the company's CSR policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure-'E' forming part of this report.

The Board of Directors on the recommendation of Corporate Social Responsibility Committee, has approved the CSR Policy of the company which is also available on company's website www.mafltd.com.

(v) Risk Management Committee

Risk Management Committee comprises of three(3) Directors, namely, Sh. Bharat Kumar, Sh. Arun Mitter and Sh. Abhiram Seth. Out of three directors, two directors are Independent Directors. Sh. Bharat Kumar, Independent Director, is the Chairman of the Committee.

22. CEO/CFO Certification

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of clause 49(V) of the listing agreement.

23. 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.

24. Unpaid/Unclaimed Dividend

The respective due dates of transfer of the unclaimed/un-encashed dividend to the Investor Education & Protection Fund("IE&P) of the Central Government are as below

Financial Year to Date of Declaration Due date for transfer which dividend to IE&P Fund relates

2008-2009 25-09-2008 31-10-2015

2009-2010 29-09-2010 04-11-2017

2010-2011 29-09-2011 04-11-2018

As provided under the Companies Act,2013, dividend remaining unclaimed for a period of seven years shall be transferred by the company to the IE&P Fund. In the interest of the investors, the company is in the practice of sending reminders to the investors concerned, before transfer of unclaimed dividend to the IE & P Fund. Unclaimed/un-encashed dividends upto the year 2006-07 have been transferred to the IE&P Fund.

25. Listing of Shares & Listing Fee

The shares of the company are listed on the BSE Limited(BSE) and National Stock Exchange of India Limited(NSE). The listing fee for the year 2015-16 has already been paid to the credit of both the stock exchanges.

26. Dematerialization

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the company's registrar and transfer agents, M/s Alankit Assignments Limited, Alankit Heights,1E/13, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

27. Compliance of the Statutory Authorities

The company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

28. Code of Conduct for Directors and Senior Management

The Board of Directors of the company has adopted a Code of Conduct for directors and senior management and the same is available on the website of the company i.e. http// www.mgfltd.com.

29. Insider Trading Code

The Board of Directors in their meeting held on May 14,2015 has adopted a Code of Conduct under SEBI( Prohibition of Insider Trading) Regulations,2015 superseding the 1992 Code. The code is applicable to all designated and connected persons of the company and their immediate relatives, promoters, promoter's group, all directors who are expected to have access to unpublished price sensitive information relating to the company. The company has appointed Mr. M.K. Madan, Vice President & Company Secretary of the company as Compliance Officer under the said regulations.

30. Public Deposits

The company has not taken or invited any fixed deposits from the public during the year under review within the meaning of Section 73 to 76 of the Companies Act, 2013 or rules made thereunder. There are no unclaimed deposits.

31. 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:-

a) Technology - It is not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency: This Year Previous Year

a) Expenditure in Foreign Currency - -

i ) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses 2.04 lacs 13.37 lacs

b) Shares held by Non Resident 187081 191286 Shareholders

No. of Shareholders 31 30

The company had no earnings in foreign exchange.

32. E-mail ID for Investor's Grievances

In compliance of sub clause (f) of Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. [e-mail] for the purpose of registering complaints by investors for redressal of their grievances.

33. Nomination Facility

In case, any of the members wish to avail facility of Nomination,(Form 2B), they are requested to send the duly completed form to the Registrars and/or at the Registered Office of the company.

34. Consolidation of folios

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

35. Acknowledgements

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

Yours 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 (RAJIV GUPTA) Dated: August 13, 2015 CHAIRMAN & MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER DIN:00022964

(ARTI GUPTA) JOINT MANAGING DIRECTOR DIN:00023237

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Mar 31, 2014

Dear Members,

The Board of Directors of The Motor & General Finance Limited take pleasure in presenting their 84th Report for the financial year ended March 31,2014.

(Rs. In lacs)

Financial Results Year ended Year ended 31.3.2014 31.3.2013

Gross Profit before depreciation, 907.10 747.50 finance cost and provisioning

Less: Finance Cost (545.41) (304.22) Add: Provisions against doubtful/ irrecoverable assets/loss in value of

investments written back 7.91 -

Less: Depreciation including (32.71) (32.88) impairment and property reserves Provision of tax (65.00) (70.00)

Excess/(short)provision of tax of 4.39 - earlier years

Deferred Tax (Assets) 50.23 -

Net Profit(/Loss) for the year 326.51 329.58

Profit/Loss) brought forward (1719.72) (1983.48)

Total Profit/(Loss) (1393.21) (1653.80) Appropriations

Amount transferred to Reserve - (65.92) Fund u/s 45-IC of the RBI Act,1934 Losses carried forward to Balance Sheet (1393.21) (1719.72)

RESULTS OF OPERATIONS

During the financial year ended March 31,2014, the gross profit before depreciation, finance cost and provisioning was Rs. 907.10 lacs as compared to Rs. 747.50 lacs during the previous year. Reserves and Surplus have increased to Rs. 69.36 crores from Rs. 65.85 crores in the previous year. Further, as the company is no longer a NBFC, Statutory Reserve Fund created u/s 45-1C of the Reserve Bank of India Act, lying credit in the said account amounting to Rs. 16,64,36,883 has been transferred to General Reserves.

The company has already received the completion certificate in respect of project at Shalimar Place, Shalimar Bagh, New Delhi. Efforts are being made to achieve maximum return on the investment. Besides ,the company is exploring options to reduce the over head cost and pursuing all growth opportunities so as to improve its results.

DIVIDEND

To conserve the cash resources, your Directors have not recommended any dividend for the financial year ended March 31,2014.

DIRECTOR''S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956

The Director confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards have been followed and that there are no material departures;

ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for that period;

iii) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That they have prepared the accounts for the financial year ended March 31,2014 on ''going concern'' basis.

RELATED PARTY TRANSACTIONS

All related party transactions are strictly done on arm''s length basis. Transactions with related parties as per requirements of Accounting Standard AS18 ''Related Party Information'' are disclosed in Note No. 26(XI)( a) to the Financial Statements.

DIRECTORS

Sh. Arun Mitter and Sh. O.N. Aggarwal retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act,1956. Under Section 149(10) of the Companies Act,2013 and Rules made thereunder, and as per Clause 49 of the Listing Agreement, an Independent Director now shall hold office for a term of 5 (five) consecutive years on the Board of the company and is not liable to determination by retirement of Directors by rotation. In terms of Section 149 and other applicable provisions of the Companies Act,2013, and Rules made thereunder. Sh. Bharat Kumar, Sh. Sharad Aggarwal and Sh. Abhiram Seth are Independent Directors of the Company, whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act,1956. The company has received declarations from all the Independent Directors of the company confirming that they meet with the criteria of independence as prescribed under sub- Section (6) of Section 149 of the Companies Act,2013. In terms of Section 149 and other applicable provisions of the Companies Act,2013, and Rules made thereunder, the appointments of Sh. Bharat Kumar, Sh. Sharad Aggarwal and Sh. Abhiram Seth as Independent Directors have been approved by the Remuneration Committee and the Board also ensured that their appointments as Independent Directors are in compliance with the requirements under the relevant statutes and that there are appropriate balance of skills, experience and knowledge in the board, so as to enable the Board to discharge its functions and duties effectively.

Notices in writing signifying the intention to offer their candidatures as Independent Directors of the company alongwith the requisite deposit have been received from members of the company in terms of Section 160 of the Companies Act, 2013. Independent Directors being eligible and offering themselves for such appointment, are proposed to be appointed as Independent Directors of the company for a term of 5 (five) consecutive years, with effect from September 18, 2014 upto September 17, 2019.

Sh. O.N. Aggarwal is not meeting the criteria of independence as is provided under Section 149(6) of the Act, as such, he is considered Non Executive Non Independent Director subject to retirement by rotation.

Sh. Rajiv Gupta, Smt. Arti Gupta and Sh. Arun Mitter were reappointed as the Chairman & Managing Director, Joint Managing Director &CEO and Whole Time Director respectively for a period of 3 (three) years w,e.f. April 1, 2014, June 5, 2014 and July 11, 2014 respectively. The said appointments were approved by the members through Postal Ballot dated April 25, 2014.

Sh. Rajiv Gupta and Smt. Arti Gupta were not subject to retirement by rotation as per clause 60 of the Articles of Association of the company under the erstwhile Companies Act,1956. Since none of the Independent Directors are subject to retirement by rotation, Sh. Rajiv Gupta and Smt. Arti Gupta will retire by rotation in terms of Section 152 of the Companies Act,2013. As per the clarification issued by Department of Company Affairs (Circular No.3(No.8/16(1)/61-PR, dated 9th May,1961), Managing Directors'' office does not suffer any break if he retires as a Director under Section 255 of the Companies Act,1956 and is re-elected as a Director in the same meeting.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting for seeking the approval for aforesaid appointments.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act,2013 and the Rules made thereunder the current auditors of the company M/s S.N.Dhawan & Co, Chartered Accountants are eligible to hold office for a further period of three years from the conclusion of the ensuing AGM, subject to ratification by the members of the company at each AGM and are recommended for reappointment to audit the accounts of the company for the financial year 2014-15 and to fix their remuneration. As required under the provisions of Section 139 of the Companies Act,2013, the company has obtained written confirmation from M/s S.N. Dhawan & Co, Chartered Accountants that their appointment, if made, would be in conformity with the limits specified in the said section.

The members are requested to appoint M/s.S.N. Dhawan & Co, Chartered Accountants, as auditors of the company

COMPLIANCE OF CLAUSE 31(A) OF THE LISTING AGREEMENT

In terms of Clause 31(a) of the Listing Agreement, the covering letter of the Report in Form B duly signed by the Chairman & Managing Director & CEO, Chief Financial Officer, Chairman of the Audit Committee and countersigned by the Auditors of the company would be filed with the Stock Exchanges alongwith the copy of the Annual Report.

QUALIFIED OPINION IN INDEPENDENT AUDITOR''S REPORT

FORM B

Shortfall in value of Long Term Investments

MANAGEMENT''S REPLY ON THE NOTE

Diminution in value till last financial year was not consistently the same but was showing declining trend given as under:-

Financial Year Rs. In lacs

2010-11 382.24

2011-12 305.98

2012-13 280.42

In the year 2013-14, it has increased to Rs. 511.26 lacs. Based on the market value of the shares held in the group companies, as on the date of audit report i.e. May 30,2014, it has improved marginally and diminution in value is only Rs. 384.03 lacs. The management is actively considering to provide for the shortfall if it continues in the next financial year. Further, at an opportune time, the company may liquidate the investments.

OTHER OBSERVATIONS

The audit observations on the financial statements are suitably explained as and where necessary in the notes on accounts.

UNPAID/UNCLAIMED DIVIDEND

In view of compliance of Section 205C of the Companies Act,1956 read with Investors Education and Protection Fund(Awareness and Protection of the Investors) Rules,2003, the dividend which remains unclaimed and unpaid , if any, for a period of seven years from the date they became due for payment will be transferred to the above fund.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchanges, Auditor''s Certificate regarding the compliance of conditions of Corporate Governance(Annexure"A") and Management Discussion and Analysis Report(Annexure ''B'') forms part of this report.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Company''s Registrar and Transfer Agents, M/s Alankit Assignments Limited, Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

SECRETARIAL AUDIT

A secretarial audit for the year 2013-14 was carried out by Practising Company Secretary. The said unqualified secretarial audit report forms part of this Annual Report.

The secretarial audit report confirms that the company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act,1996, Listing Agreements with the Stock Exchanges, Securities Contracts(Regulation)Act,1956 and all the regulations of SEBI as applicable to the company, including the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations,1997 and the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992.

COMPLIANCE OF THE STATUTORY AUTHORITIES

The Company has complied with the requirements of the Stock Exchanges, SEBI and Other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. http// www.mgfltd.com.

E-mail ID FOR INVESTOR''S GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. mgfcomplaints @yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination Form(SH-13) alongwith instructions, they are requested to send the duly completed form to the Registrars of the company and/or at the Registered Office of the company.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

INTERNAL CONTROL SYSTEM

The company has a system of well established policies and procedures for Internal Control of operations and activities.

COST AUDITORS

The Board on the recommendation of the Audit Committee has as approved M/s PCK and Associates, Cost Accountants to carry out the cost audit for the year 2014-15. Necessary resolution is placed before the shareholders for their appointment.

PUBLIC DEPOSITS

The company has not invited fixed deposits during the year. There are no unclaimed deposits.

CEO/CFO CERTIFICATION

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

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 by Section 217(2A) of the Companies Act,1956, read with the Companies(Particulars of Employees), Rules,1975

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

In terms of the requirements of clause (e) of sub section(1) of Section 217 of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, the particulars are given as under:-

a) Technology - It is not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency: This Year Previous Year

a) Expenditure in Foreign Currency - -

i ) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses 0.55 lacs 13.37 lacs

b) Shares held by Non Resident Shareholders 191286 189287

No.of Shareholders 30 30

The company had no earnings in foreign exchange.

ACKNOWLEDGEMENTS

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

Yours 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 (RAJIV GUPTA) (ARTI GUPTA) Dated: August 1, 2014 CHAIRMAN & MANAGING JOINT MANAGING DIRECTOR DIRECTOR & CHIEF EXECUTIVE DIN : 00023237 OFFICER DIN : 00022964

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their Eighty Third (83rd) Annual Report and Audited Accounts for the year ended March 31, 2013.

(Rs. In lacs)

Financial Results Year ended Year ended 31.3.2013 31.3.2012

Gross Profit before depreciation, finance cost and provisioning 747.50 1356.04

Less: Finance Cost (304.22) (59.64)

Add: Provisions against doubtful/ irrecoverable assets/loss in value of investments written back 32.88 16.73

Less: Depreciation including impairment and property reserves (76.56) (142.59)

Provision of Tax (70.00) (215.00)

Excess/(short)provision of tax of earlier years - (2.46)

Net Profit/(Loss) for the year 329.58 953.08

Profit/(Loss) brought forward (1983.38) (2745.08)

Total Profit/(Loss) (1653.80) (1792.76)

Appropriations

Amount transferred to Reserve Fund u/s 45-IC of the RBI Act,1934 (65.92) (190.61)

Losses carried forward to Balance Sheet (1719.72) (1983.37)

FINANCIAL OPERATIONS

Your company has recorded total income of Rs. 399.57 lacs. Basic earnings per share worked out to Rs. 1.70.

Net Worth of the company continues to be positive. Reserves have increased to Rs. 65.85Crores from Rs. 62.30 Crores in the previous year. We are hopeful to present a better picture by realigning our strategies and resources in order to ensure the best returns for our shareholders in the current year and sustain those returns in the long term. We shall explore every opportunity to streamline the operations focusing more in reducing the overhead cost and thus improve performance.

Project at Shalimar Place is nearing completion and the Board of Directors are confident that this project will bring a handsome return on the investments.

DIVIDEND

In view of utilization of the funds in the project and considering that more funds may be required in the future for expansion and growth and at the same time retaining capital to maintain a healthy capital adequacy ratio, Board of Directors have consciously taken a decision to plough back the profits of the company for the year ended March 31,2013 and have accordingly not recommended any dividend for the year.

The company has not been carrying on NBFC activities for quite some time nor it intends to carry on any such activity in the future. Accordingly, Certificate of Registration (COR) held in Category "B" as Non Accepting Deposits Non Banking Finance Company has been surrendered to RBI. It is, as such, no longer a NBFC Company. Formal communication of the cancellation of COR from RBI as on the date of signing of this report is awaited.

DIRECTOR''S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

The Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures from the applicable accounting standards;

ii) The Directors have selected such accounting policies and 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 for the company at the end of financial year ended March 31, 2013 and of the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The statement of accounts for the year ended March 31,2013 have been prepared on a Going Concern Basis.

COMPLIANCE OF CLAUSE 31(a) OF THE LISTING AGREEMENT

In terms of Clause 31(a) of the Listing Agreement, Form A &B, duly signed by the Chairman & Managing Director & CEO, CFO, Chairman Audit Committee and the Statutory Auditors of the company would be filed with the Stock Exchanges alongwith the copies of the Annual Report.

INFORMATION AND EXPLANATIONS/OBSERVATIONS IN THE AUDITORS'' REPORT( Form A & B)

a) EMPHASIS OF MATTER IN THE INDEPENDENT AUDIT REPORT FORM A

Non Compliance of RBI''s Prudential Norms in respect of lending to one company

Management''s reply to the Note

The company has surrendered the Certificate of Registration to RBI and ceases to be a NBFC. In view of the above, Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions,1998 have become not applicable.

b) QUALIFIED OPINION IN INDEPENDENT AUDITORS'' REPORT FORM B

Shortfall in value of Long Term Investments

Management''s reply on the Note

Diminution in value is not consistently the same but it shows a declining trend given as under:-

Financial Year Rs. In lacs

2010-11 - 382.24

2011-12 - 305.98

2012-13 - 280.42

Investments in shares is in the group companies which are listed. Market capitalization is negligible as major holding is with the promoters. In view of lesser trading, the quoted value remains more or less the same. At an opportune time, the company may off load the investments. There will be no tax impact.

In terms of RBI Directions, the Auditors have submitted a separate report to the Board of Directors.

AS REGARDS OTHER OBSERVATIONS

The Auditor''s Report and Notes on Accounts for the financial year 2012-13 are self explanatory and therefore do not call for any further comments.

UNPAID/UNCLAIMED DIVIDEND

In view of compliance of Section 205C of the Companies Act,1956 read with Investors Education and Protection Fund(Awareness and Protection of the Investors)Rules,2003, the dividend which remains unclaimed and unpaid , if any, for a period of seven years from the date of its lying unclaimed will be transferred to the above Fund.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchanges, Auditor''s Certificate regarding the compliance of conditions of Corporate Governance(Annexure"A") and Management Discussion and Analysis Report(Annexure ''B'') forms part of this report.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Company''s Registrar and Transfer Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

SECRETARIAL AUDIT

Secretarial Audit for the year 2012-13 was carried out by Practising Company Secretary. The said secretarial unqualified audit report forms part of this Annual Report.

The secretarial audit report confirms that the company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act,1996, Listing Agreements with the Stock Exchanges, Securities Contracts(Regulation)Act,1956 and all the regulations of SEBI as applicable to the company, including the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations,1997 and the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992.

COMPLIANCE OF THE STATUTORY AUTHORITIES

The Company has complied with the requirements of the Stock Exchanges, SEBI and Other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e.http// www.mgfltd.com.

E-mail ID FOR INVESTOR''S GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. mgfcomplaints @yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination Form(Form 2B ) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Office of the Company.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

MCA''S GREEN INITATIVE

The Ministry of Corporate Affairs(MCA), Govt of India, has taken a "Green Initiative in Corporate Goverance" by allowing paperless compliance by companies through electronic mode, vide its circulars dated April 21,2011 and April 29,2011. To take part in the above ''Green Initiative'', your company proposes to send communications/documents including Notice for General Meeting(s) and Annual Report from time to time in electronic mode to those members who have registered their email address with the Company/Depository Participants(DP).

The members who have not yet registered their email address are requested to register/update their email address in respect of equity shares held by them in demat form with their respective DP''s and in the case of physical form with the company or log on to http://[e-mail] to register yourself. You can also download the registration form from company''s website http://www.mgfltd.com

PUBLIC DEPOSITS

The company has not accepted any fixed deposits during the year. There are no unclaimed deposits.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act,1956 and Article 49 of the company''s Articles of Association, Shri. Arun Mitter, Sh.Bharat Kumar and Sh. Abhiram Seth, Directors of the company retire by rotation and being eligible offer themselves for reappointment.

Directors seeking reappointment, their brief resume, nature of their expertise in specific functional areas, name of the companies in which they hold directorship and the memberships of the committees of the Board and shares held in the company, etc are given in the annexure to the Notice and in a section on Corporate Governance elsewhere in the Annual Report.

CEO/CFO CERTIFICATION

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

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 by Section 217(2A) of the Companies Act,1956, read with the Companies(Particulars of Employees), Rules,1975

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

In terms of the requirements of clause (e) of sub section(1) of Section 217 of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars are given as under:-

a) Technology - It is not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency:

This Year Previous Year

a) Expenditure in Foreign Currency - -

i ) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses 1337326 -

b) Shares held by Non Resident Shareholders 189287 193227

No. of Shareholders 30 30

The Company had no earnings in foreign exchange.

AUDITORS M/s S.N. Dhawan & Co, Chartered Accountants, Statutory Auditors, retire and are eligible for reappointment. A certificate under Section 224(1B) of the Companies Act,1956, has been obtained from them.

ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and co-operation received from Banks and all other customers for their continued support and patronage.

Yours 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 (RAJIV GUPTA) (ARTI GUPTA)

Dated: June 3, 2013 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER

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Mar 31, 2012

The Directors have pleasure in presenting their Eighty Second (82nd) Annual Report and Audited Accounts for the year ended 31st March, 2012.

(Rs. In lacs)

Financial Results Year ended Year ended 31.3.2012 31.3.2011

Gross Profit before depreciation, finance cost and provisioning 1356.04 1273.34

Less: Finance Cost (59.64) (3.13) Add: Provisions against doubtful/irrecoverable assets/loss in

value of investments written back 16.73 146.10

Less: Depreciation including impairment and property reserves (142.59) (115.90)

Provision of Tax (215.00) (232.00)

Excess/(short)provision of tax of earlier years (2.46) -

Net Profit/(loss) for the year 953.08 1068.41

Profit /( Loss) brought forward (2745.84) (3208.45)

Total Profit/(Loss) (1792.76) (2140.04) Appropriations

Amount transferred to Reserve Fund u/s 45-IC of the RBI Act,1934 (190.61) (213.68)

Proposed Dividend and Corporate Tax thereon - (338.70)

Transferred to General Reserves - (53.42)

Losses carried forward to Balance Sheet (1983.37) (2745.84)



FINANCIAL OPERATIONS

Your company has recorded total income of Rs.11.70 Crores (previous year Rs.13 Crores). Basic earnings per share worked out to Rs.4.92 (previous year Rs.5.52). As earlier informed, the net worth of the company remains positive. Reserves have increased to Rs.62.30 Crores (previous year Rs.52.53 Crores)

Every opportunity has been explored to streamline the operations and focussed to reduce the over head cost and improve performance.

As reported last year project at Shalimar Place is nearing completion. Your Directors are confident that the project when completed will yield substantial revenue.

DIVIDEND

Considering the future needs of the company for expansion and growth and plough back the profits of the company for the year ended 31st March, 2012, your Board does not recommend any dividend.

COMPANY'S CATEGORY

The company continues to hold the certificate issued by Reserve Bank of India in Category "B" as Non Accepting Deposits Non Banking Finance Company.

DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

The Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the applicable accounting standards;

ii) The Directors have selected such accounting policies and 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 for the company at the end of financial year ended 31st March,2012 and of the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The statement of accounts for the year ended 31st March,2012 have been prepared on a Going Concern Basis.

AUDITOR'S REPORT INFORMATION AND EXPLANATIONS/OBSERVATIONS IN THE AUDITORS' REPORT. A. ATTENTION/OBSERVATIONS IN THE MAIN AUDITORS' REPORT

a) Para 2 Intercorporate deposits

The attention of the auditors in their report are self explanatory and/or explained suitably in note no. 29 in the notes forming part of the financial statement.

b) Para 3(i)

Shortfall in value of Long Term Investments

In regard to shortfall, management is of the view that these investments are in associate companies which are running satisfactorily on Going Concern basis, the diminitution in value is not of permanent nature and as such no provision for the shortfall has been considered necessary.

c) Para 3(ii)

Non Compliance of RBI's Prudential Norms in respect of lending to one company

Appropriate steps in this direction are being initiated.

Observations in Annexure referred in paragraph 1 of the Auditor's Report(CARO)

d) Para(i)(a) & (b)

Quantitative details of assets on lease

The management carried out physical verification of assets on lease and few confirmations from lessees have since been received.

In terms of RBI Directions, the Auditors have submitted a separate report to the Board of Directors. UNPAID/UNCLAIMED DIVIDEND

In pursuance to compliance of Section 205C of the Companies Act,1956 read with Investors Education and Protection Fund(Awareness and Protection of the Investors)Rules, 2003, the dividend which remains unclaimed and unpaid , if any, for a period of seven years from the date they became due for payment will be transferred to the above Fund.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchanges, Auditor's Certificate regarding the compliance of conditions of Corporate Governance(Annexure"A") and Management Discussion and Analysis Report(Annexure 'B') forms part of this report.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Company's Registrar and Transfer Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

SECRETARIAL AUDIT REPORT

Secretarial audit for the year 2011-12 was carried out by Ms. Anjali Yadav, Practicing Company Secretary. The said secretarial unqualified audit report forms part of this Annual Report.

The secretarial audit report confirms that the company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act,1996, Listing Agreements with the Stock Exchanges, Securities Contracts(Regulation)Act,1956 and all the regulations of SEBI as applicable to the company, including the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations,1997 and the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,1992.

COMPLIANCE BY THE COMPANY

The Company has complied with the requirements of the Stock Exchanges, SEBI and Other statutory authorities on all matters relating to the Capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. http// www.mgfltd.com.

E-mail ID FOR INVESTOR'S GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. mgfcomplaints @yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination Form(Form 2B ) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Office of the Company.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

MCA'S GREEN INITIATIVE

In light of the above, those members, who desires to receive notice/documents including Annual Reports through e-mail, are requested to communicate their e-mail ID and changes thereto to the company at their Registered Office or log on to [e-mail] to register yourself. You can also download the registration form from company's website http://www.mgfltd.com

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act,1956 and Article 49 of the Company's Articles of

Association, Shri. O.N. Aggarwal, Sh. Bharat Kumar and Shri Sharad Aggarwal, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

Directors seeking reappointment, their brief resume, nature of their expertise in specific functional areas, name of the companies in which they hold directorship and the memberships of the Committees of the Board and shares held in the company, etc are given in the Explanatory Statement in the Notice and in a section on Corporate Governance elsewhere in the Annual Report.

CEO/CFO CERTIFICATION

The CEO and the CFO of the Company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

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 by Section 217(2A) of the Companies Act,1956, read with the Companies(Particulars of Employees), Rules,1975

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

In terms of the requirements of Clause (e) of sub section(1) of Section 217 of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, the particulars are given as under:-

a) Technology - Being a finance company, the same is not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency: This Year Previous Year

a) Expenditure in Foreign Currency - - i) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses - Rs.17.13 lacs

b) Shares held by Non Resident Shareholders 193227 190674 No. of Shareholders 30 30

The Company had no earnings in foreign exchange.

AUDITORS

M/s S.N. Dhawan & Co, Chartered Accountants, Statutory Auditors, retire and are eligible for reappointment. A certificate under Section 224(1B) of the Companies Act,1956, has been obtained from them.

ACKNOWLEDGEMENTS

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

Yours 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 (RAJIV GUPTA) (ARTI GUPTA)

Dated: August 23, 2012 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR &CHIEF EXECUTIVE OFFICER

---

Mar 31, 2010

The Directors have pleasure in presenting their Eightieth (80th) Annual Report and Audited Accounts for the year ended 31st March,2010.

Financial Results

(Rs. In lacs)

Year ended Year ended

31-3-2010 31-3-2009

Gross Profit before Depreciation,

Interest And Provisioning 1246.62 3331.04

Less:Interest (10.09) (127.36)

Add: Provisions against doubtful

/Irrecoverable

Assets/Loss in value of investments

written Back 372.03 965.82

Less Depreciation including Impairment (46.63) (70.36)

Less: Property Reserve (42.79) (45.10)

Add/Less income tax/interest on Income

Tax (net) - 22.00

Fringe Benefit Tax - (11.39)

Provision for Tax (205.00) (325.00)

Net Proft/(Loss) 1314.14 3739.65

Appropriations

Amount transferred to Reserve Funds u/s

45(1)( C) of the RBI Act,1934 (262.83) (747.93)

Interim Dividend @ Rs.2/- per share

(i.e. 20%) & corporate tax thereon - (453.08)

Proposed Dividend @ Rs.2/- per share

(i.e. 20%) & corporate tax thereon (449.57) -

Transferred to General Reserves A/c (98.56) (280.47)

B/F Losses of erstwhile amalgamated Companies - (159.98)

Net Profit after appropriations 503.18 2098.18

Losses B/F from Previous Year (3711.63) (5809.81)

Total (3208.45) (3711.63)

Adjustments of General Reserves as

per Contra 2524.45 2425.89

Losses carried forward to Balance Sheet (684.00) (1285.74)

REVIEW OF OPERATIONS

It has been possible to sustain its pace of growth and with the positive net worth, the accumulated losses have been further brought down to Rs. 684 lacs as against Rs.1285.74 lacs in the previous year. The companys main focus is to consolidate the existing operations and is mainly concentrating in the recovery of overdues.

DIVIDEND

Your Board has recommended a dividend @ 20% (previous year 20%) i.e. Rs.2/- per Equity Share of Rs.10/- each . This dividend will be paid to those shareholders whose name will appear as on the date of the closure of Register of Members.

CHANGE OF CATEGORY

Reserve Bank of India vide their letter No. DNBS:ND No.MSB/05.20.070//2009-10 dated 22nd December,2009 have issued a certificate confirming the change of category from “A” i.e. Deposit Accepting Non Banking Finance Company to category “B” i.e. Non Accepting Deposits Non Banking Finance Company.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

The Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the applicable accounting standards;

ii) The Directors have selected such accounting policies and 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 financial year ended 31st March,2010 and of the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The statement of accounts for the year ended 31st March,2010 have been prepared on a Going Concern Basis.

AUDITORS REPORT

INFORMATION AND EXPLANATIONS/OBSERVATIONS IN THE AUDITORS REPORT.

A. OBSERVATIONS IN THE MAIN AUDITORS REPORT

a) Para 2

Shortfall in value of Long Term Investments

In regard to shortfall, management is of the view that these investments are in associate companies which are running satisfactorily on Going Concern Basis, the diminitution in value is not of permanent nature and as such no provision for the shortfall has been considered necessary.

Observations in Annexure referred in paragraph 1 of the Auditors Report(CARO)

c) Para (i)(a) & (b)

Quantitative details of assets on lease

The management carried out physical verification of assets on lease and few confirmations from lessees have since been received.

d) Para 8 of Schedule 15 of Notes on Accounts

Where the balances debit/credit are appearing, the same in the ordinary course of business, are at least equal to the amount at which they are stated and as such, no further comments are required.

In terms of RBI Directions, the Auditors have submitted a separate report to the Board of Directors.

UNPAID/UNCLAIMED DIVIDEND

Interim Dividend was declared last year and in view of compliance of Section 205C of the Companies Act,1956 read with Investors Education and Protection Fund(Awareness and Protection of the Investors)Rules,2003, the dividend which remains unclaimed and unpaid , if any, for a period of seven years from the date they became due for payment will be transferred to the above fund.

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchanges, Auditors Certificate regarding the compliance of conditions of Corporate Governance(Annexure"A") and Management Discussion and Analysis Report(Annexure B) forms part of this report.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Companys Registrar and Transfer Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension,New Delhi-110055. Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company/Registrars & Transfer Agents.

SECRETARIAL AUDIT

In compliance of SEBI guidelines, Secretarial Audit is being carried out at the specified period. There were no adverse remarks in the Secretarial Audit Report and the Report submitted by Practising Company Secretary is annexed separately.

COMPLIANCE BY THE COMPANY

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to the Capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company have adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. www.mgftd.com.

E-mail ID FOR INVESTORS GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. mgfcomplaints @yahoo.co.in for the purpose of registering complaints by investors for redressal of their grievances.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination Form(Form 2B ) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Office of the Company.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

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 Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act,1956 and Article 49 of the Companys Articles of Association, Shri Rajiv Gupta, Smt. Arti Gupta and Shri O.N. Aggarwal Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Directors seeking re-appointment, their brief resume, nature of their expertise in specific functional areas, name of the companies in which they hold directorship and the memberships of the Committees of the Board and shares held in the company, etc are given in the explanatory statement in the notice and in a section on Corporate Governance elsewhere in the Annual Report..

CEO/CFO CERTIFICATION

The CEO and the CFO of the Company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

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 by Section 217(2A) of the Companies Act,1956, read with the Companies(Particulars of Employees),Rules,1975

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

In terms of the requirements of Clause (e) of sub section(1) of Section 217 of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, the particulars are given as under:-

a) Technology - Being a finance company, the same is

not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency: This Year Previous Year

a) Expenditure in Foreign Currency - -

i) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses Rs.19.23 lacs Rs.10.7 lacs

b) Shares held by Non Resident

Shareholders 184131 187188

No.of Shareholders 33 31

The Company had no earnings in foreign exchange.

AUDITORS

M/s S.N. Dhawan & Co, Chartered Accountants, Statutory Auditors, retire and are eligible for reappointment. A certificate under Section 224(1B) of the Companies Act,1956, has been obtained from them.

ACKNOWLEDGEMENTS

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

Yours 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 (RAJIV GUPTA) (ARTI GUPTA)

Dated: August 19,2010 CHAIRMAN & MANAGING

DIRECTOR JOINT MANAGING DIRECTOR

CHIEF EXECUTIVE OFFICER