Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of the Companyand the accounts for the Financial Year ended March 31, 2025.
l.Financial summary or highlights/Performance of the Company
Particulars
(Rs. In ‘000)
31s' March. 2025
31st March, 2024
Income
2235
2145
Expenses
4639
5076
Profit /(Loss) before Exceptional Items andTax
-2404
-2931
Exceptional Items - Income
74775
1534
Profit/(Loss) before Tax
72371
-1397
Balance of Loss b/f from previous year
-527970
-526665
Net loss carried forward
-455601
The company has adopted Indian Accounting Standards (IND-AS) notified under section 133 of the Companies Act,2013 (The Act) read with the Companies (Indian Accounting Standards) Rules, 2015 (Amended from time to time)from April 1, 2019 and effective date of such transition is April 1, 2018. Such transition has been carried out fromthe erstwhile Accounting Standards notified under the Act, read with relevant rules issued there under and guidelinesissued by the Reserve Bank of India (RBI) (collectively referred to as 'the previous GAAP). The figures have beenpresented in accordance with the format prescribed for financial statements for a Non Banking Finance Company(NBFC) whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards)Rules, 2015 in division III of Notification No. GSR 1022 (E) dated October. 11, 2018, issued by the Ministry ofCorporate Affairs, Govt, of India.
2. State of Company’s affair
The present activity of the Company is restricted to recovery of dues and repayment of debts.
3. Dividend:
The Company has not declared any Dividend on equity shares, due to insufficient profit.
4^ Reserves:
During the year, the Company has not transferred any amount to General Reserve Account.
5. Share Capital:
The paid up Equity Share Capital as on 31st March, 2025 was Rs.83810 thousand and Preference Share Capital ofRs.29500 thousand. The Company has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
6. Directors and Key Managerial Personnel:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of theCompany, Sri Tonse Narayan Madhava Pai (DIN: 00101633), Managing Director, retires by rotation at the ensuingAnnual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re¬appointment for the approval of the Members at the Annual General Meeting..
Ms. Vinoda C. Sherigar, who had been serving as an Independent Director of the Company for two consecutiveterms of five years each, ceased to be an Independent Director on completion of her tenure. Thereafter, on therecommendation of the Nomination and Remuneration Committee, she was appointed by the Board as anAdditional Director (Non-Executive, Non-Independent) of the Company with effect from 12th August, 2025, inaccordance with Sections 149 and 161 of the Companies Act, 2013. She holds office up to the ensuing AnnualGeneral Meeting, and the Board has recommended her appointment as a Director liable to retire by rotation, subjectto approval of the members.
Mr. Hiriadka Mohandas, who was serving on the Board in the capacity of a Non-Executive Non-IndependentDirector, resigned from the said position during the year. Based on the recommendation of the Nomination andRemuneration Committee, the Board has proposed his appointment as an Independent Director of the Company fora term of five consecutive years, in accordance with Sections 149, 150, 152 read with Schedule IV of theCompanies Act, 2013 and applicable SEBI (LODR) Regulations, subject to approval of the members at the ensuingAnnual General Meeting.
Your Directors place on record their appreciation of the valuable contributions and guidance extended by theDirectors in their respective roles.
In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnelof the Company
Sr no. Name Designation
1. Mr. T Narayan M Pai Managing Director
2. Mr. Srikara Mallya Chief Financial Officer
3. Mr. Hari Shankar Shukla Company Secretary
7. Particulars of Employees:
During the year' under review, the Company had no employees whose remuneration exceeded the limit prescribedunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto.
Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2024-2025presented as an annexure to the Board Report during the Board Meeting is preserved separately and the same will bemade available to any shareholders on request made to the company in writing.
8. Meetings:
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetingsand four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act, 2013.
a. Board of Directors. Meetings of the Board/Committees/Annual General Meetings.
The Board comprised of four Directors, of which one is executive and three non-executives including a woman director.
The non-executive Directors are eminent personalities with experience in Management and Finance. The Board oversees as to howthe management serves and protects the long-term interest of all the stakeholders.
i) Number of Board Meeting and Attendance of Directors:
The Board met four times during financial year 2024-2025. The details are as follows:
Date of Meeting
Board Strength
No. of Directors present
30.05.2024
4
13.08.2024
14.11.2024
12.02.2025
The last AGM was held on 10th September, 2024 and 3 out of 4 Directors are attended the AGM.
ii) The Composition of Board of Directors, their directorships in other companies and memberships in committees and thedetails of their attendance at the Board Meetings are given below:
SI
No.
Name of theDirectors
Category ofDirectorships
No.of
Meetings
attended
Attendance atlast AGM
No. of otherdirectorship
No.of Boardcommittees inwhich
Chairman(C)
Member(M)
1
Sri T Narayan MPai
Promoter
Executive
Yes
Nil
3(C)
2.
Sri BasthiAshok Pai
Non-Executive
Independent
2(M)
3.
Smt Vinoda CSherigar
No
Sri HiriadkaMohandas
b. Audit Committee:
The Audit Committee comprised of the following members of the Board:
Sri T Narayan M Pai, Managing DirectorSri Basthi Ashok Pai, MemberSmt Vinoda C Sherigar, MemberSri Hiriadka Mohandas, Member
The role and terms of reference of Audit Committee cover the areas mentioned under Regulation 72 of the SEBI (ListingObligation & Disclosure Requirements) Regulations, 2015 and Section 179 of the Companies Act, 2013, besides other termsreferred to by the Board of Directors from time to time. During the year, the Committee met on 30.05.2024, 13.08.2024,14.11.2024 and 12.02.2025. Sri T Narayan M Pai, Managing Director is the Compliance Officer.
Attendance of the Directors at the Audit Committee Meeting:
Meeting held on
No. of Members present
c. Nomination and Remuneration Committee:
This Committee will attend to the function relating to review of remuneration policy, changes to be effected in the policy fromtime to time and other aspects of remuneration to the Directors and Key Managerial Personnel from time to time.
Sri T Narayan M Pai, Managing Director is the only whole-time Director of the Company and he does not draw any remuneration.
Details of remuneration for the year ended 31st March, 2025:
i) Whole-Time Director: Nil
ii) Non-Executive Independent Directors: Smt. Vinoda C Sherigar, Non-Executive Independent Director is paid remuneration byway of sitting fees for attending Board Meetings.
iii) Key Managerial Personnel: details of remuneration paid to Chief Financial Officer of the Company has been furnished in theAnnual Return (Form MGT-9).
d. Stakeholders Relationship Committee :
The Committee approves transfer, transmission, issue of duplicate Share, Debenture Certificates and Sub - Ordinated Debts,review and redress shareholders grievances/complaints on matters relating to transfer of shares, debentures, sub-ordinated debts,non-receipt of Balance Sheet etc.
Mr. T Narayan M Pai, Managing Director is the Compliance Officer.
Number of Shareholders Complaints received : Nil
Number of Shareholders Complaints settled : Nil
Number not solved to the satisfaction of the shareholders : Nil
Number of pending Share transfers : Nil
e. Annual General Meetings:
The last three Annual General Meetings were held in Regd. Office: 'Manipal House”,- Manipal 576 104.
AGM
Date
Time
Special Resolution required
39
21/09/2022
3.00 p.rn.
40
29/09/2023
11.00 a.m.
41
10.09.2024
All the resolutions as set out in the respective notices were passed by the shareholders.
9. Board Evaluation:
Pursuant to provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its ownperformance, performance of the Directors as well as the evaluation of the working of its Committees. TheNomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for thePerformance Evaluation process for the Board, its Committees and Directors.
The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of keyresponsibilities, Board structure and composition, establishment and delineation of responsibilities to variousCommittees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, includingsetting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating andproviding guidance to the Managing Director. Areas on which the Committees of the Board were assessed includeddegree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directorbeing evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out bythe Independent Directors who also reviewed the performance of the Board as a whole. The Nomination andRemuneration Committee also reviewed the performance of the Board, its Committees and of the Directors
10. CORPORATE GOVERNANCE:
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does notapply to your Company, as your Company’s equity share Capital and net worth is below the threshold limitprescribed under the said Regulation. Hence, the Report on Corporate Governance is not provided. Part C ,D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable since the company was having paid up equity share capital not exceeding rupees ten crores andnet worth not exceeding rupees twenty five crores, as on the last day of the previous financial year.
Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 -Disclosures with respect to demat suspense account/ unclaimed suspense Account - there are no sharesoutstanding in demat suspense account or unclaimed suspense account.
1L MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Review of Operations:
The Company is engaged in the business of Hire Purchase and Lease finance and has completed 42 yearsof operation in this field. During the year 2024-2025, the Company has earned a net profit of Rs.72371thousands as against the net loss of Rs. 1397 thousands in the previous year 2023-2024.
Hire Purchase and Lease finance business is facing severe competition and margins are under greatpressure. In the aftermath of stringent Prudential Norms promulgated by the RBI, the NBFCs all across thecountry suffered a severe setback. Their borrowing capacity is drastically curtailed. With no avenues forfurther growth, together with ever increasing defaulters in the list of corporate clients, triggered thedownfall in the performance of the NBFCs. The situation that has arisen in your Company is in no waydifferent. In spite of these hurdles, the Company has tried its best to salvage the situation by reducing itsoperational cost on all fronts.
The Company is putting in serious efforts to recover NPA accounts. Criminal complaints under Section138 of Negotiable Instrument Act are also lodged simultaneously against such defaulters whose chequeswere dishonoured. The Company is making good progress on the Recovery Front.
The Company has appointed M/s. N P Pai & Co. Chartered Accountants. Udupi (Firm Regn No.115271W) as its Internal Auditor.
The discussion on financial performance of the Company is covered in the Director's Report. There hasbeen no material development on the human resource front during the year. The number of employeesemployed as on 31s' March 2025 was 2.
The Company has already transferred amounts of unclaimed Debentures, unclaimed subordinated debtsand deposits with interest up to maturity to the Investor Education and Protection Fund.
YL CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015] a certificate received from a CompanySecretary in practice is enclosed as Annexure- 111.
13. Remuneration Policy & Managerial Remuneration:
None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company’s, havereceived any remuneration, including commission from the Company during the year.
None of the Directors of the Company have received any remuneration or commission from any Holding Companyor Subsidiary Company, service contracts, notice period, severance fees, fixed component and performance linkedincentives etc.
14. Details of Subsidiarv/Joint Ventures/Associate CompaniesThe Company does not have any Subsidiary/Joint Ventures/Associate Companies
15. Auditors:
Pursuant to the provisions of the Companies Act, 2013, the Company at its 39th AGM held on 21st September,2022 had appointed M/s Sriramulu Naidu & Co., Chartered Accountants, Mangalore (Firm RegistrationNo.008975S) as the Statutory Auditors of the Company for period of five years till the conclusion of the44th annual general meeting to be held in the year 2027.
a. In respect of the Qualification / Observation made by the Auditors vide “Basis for Qualified Opinion” ,“Emphasis of the Matter”, and “other matters” Para 3, 4(e), 4(f), 4(g), 4 (j) (i) and 4(j)(iii) of the “Report onother Legal and Regulatory Requirements” of “Report on Financial Statements” and Clause Nos.(i), (v), (xvi)and (xix) of Annexure “A” to the Auditors Report and Qualification given under Basis for Issues ofQualified Opinion under Annexure “B” for the Auditors Report and the qualifications given in report inrelation to matters specified in Para 3 (A) and (B) as per master direction DNBS.PPD.03/66.15.001/2016-17issued by RBI dated 29th September, 2016. the clarifications given vide Note Nos.14.01, 18.01, 28.01, 28.08,28.11, 28.14, 28.15 28.16, 28.23, 28.27 and 28.28 and Significant Accounting Policies, Key AccountingEstimates and Judgments I, II (m) to the financial statement are self explanatory.
b. In respect of observations made by the Auditors with regard to the audit trial (edit log) facility as detailed inPara 4 (j)(vi) of Report on the other Legal and Regulatory Requirements of Standalone Financial Statementas detailed in Note No.28.27 of Standalone Financial Statement, the Board reiterate that the work is inprogress and the Management will ensure that the audit trial (edit log) facility will be maintained within areasonable time.
Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, Sri S Ramachandra Bhat, Practicing CompanySecretary (Membership No.04441, C P No.542l) from Bangalore has been appointed as Secretarial Auditorof the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. As per Section134 (3f) of the Companies Act 2013 Company is required to make comments on the adverse remarks /comments on the Secretarial Auditor’s Report.
As per the Secretarial Auditor’s Report placed before the Board, the Secretarial Auditor have opined that thecompany is a defaulter for non-payment of deposits/Debts accepted from the public as per the terms ofapproval in compliance of the provisions of section 58A of the erstwhile Companies Act 1956 and theCompanies (Acceptance of Deposits) Rules 1975.
The company has fully settled unclaimed debentures, subordinated debts and deposits except for disputed atappropriate legal forums. The unclaimed amounts pertaining debentures, subordinated debts and deposits withinterest up to maturity have been transferred to IEPF on 29lh March, 2022.
Your Directors reiterate that the company during the year 2021-22 has transferred unclaimed Debts/Depositsand Debentures including Interest thereon amounting to Rs.2,55,25,779.00 to the INVESTOR EDUCATIONAND PROTECTION FUND of the Central Government pursuant to the provisions of Section 125(2) of thecompanies Act 2013 during the year under report.
Further, as observed from the records, the company has fully repaid all its old dues payable towardsDebts/Deposits and Debentures as at 31.03.2025.
Internal Audit & Controls:
The Company has established and maintained adequate internal controls over the financial reporting. Internalcontrols have been designed to provide reasonable assurance regarding the reliability of financial reporting andpreparation of financial statements in accordance with accounting principles generally accepted in India. TheCompany has internal control system commensurate with the size and nature of the business. The Companyengages M/s. N P Pai & Co., Chartered Accountants, Udupi ,(Finn Registration No.l 15271W / MembershipNo.039351) as its Internal Auditor. During the year, the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company, review of operational efficiency,effectiveness of systems and processes, and assessing the internal control strengths in all areas.Internal Auditors findings are discussed and acted upon and suitable corrective actions taken as perthe directions of Audit Committee on an ongoing basis to improve efficiency in operations.
16. Vigil Mechanism :
The Company has adopted a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.
17. Details of Fraud Report by Auditors:
As per auditors' report, no fraud u/s 143(12] reported by the auditor.
18. Risk management policy
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and in pursuantto provisions of SEBI (LODR) Regulations, 2015. It establishes various levels of accountability and overview withinthe Company, while vesting identified managers with responsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areasof risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function andUnit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board of Directors about riskassessment and management procedures and status. Sustainability is embedded in the Corporate Enterprise RiskManagement programme, which gives an opportunity to increase the effectiveness of risk management practices andfor improving business efficiency. The Company’s social and environmental policies correlate strongly with the riskmanagement strategy and ultimately the financial performance. This risk management process, which is facilitatedby internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlights risks associated with chosenstrategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. Themajor risks forming part of the Enterprise Risk Management process are linked to the audit universe and are coveredas part of the annual risk based audit plan.
19. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an copy of annual return in MGT-7 is available on the Company’s websitewww.mfgioupco.eom (link: www.mfgroupeo.com/Finaneials/Annual Return2025). As per provisions of Section134(3)(a) of the Companies Act, 2013 the Annual return for financial year 2024-25 is placed on website of thecompany i.e. www.mfgroupco.com.
20. Material changes and commitments, if any, affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which the financial statements relate and thedate of the report and changes in nature of business, if any:
There are no such material changes to be reported in this regard and there are no change in nature of business.
21. Details of significant and material orders passed hv the regulators or courts or tribunals impacting the goingconcern status and Company’s operations in future:
Your Directors wish to state that there have been no significant or material orders that were passed by theRegulators or Courts or Tribunals which may impact the going concern status and operations of the Company infuture.
22. Particulars of loans, guarantees or investments under Section 186:
Details of Loans: Not applicable to NBF Companies since same are given in the ordinary course of business. Further,no loans are given to any party.
Details of Guarantee / Security Provided: : Not applicable to NBF Companies. However no such guarantee orsecurity provided.
Investments made are of the nature quoted /unquoted equity shares. Particulars of such investments are provided inthe financial statements vide note No. 5.
23. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The Company did not have any activity in relation to conservation of energy or technology absorption. TheCompany had no foreign exchange earnings or outgoings during the year under report.
24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:
The Company has in place adequate internal financial controls with reference to financial statements. During theyear, such controls were tested and no reportable material weakness in the design or operation were observed.
25. Deposits:
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year; Nil
(b) remained unpaid at the end of the year; Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and ifso, number of such cases and the total amount involved:
(i) at the beginning of the year; Nil
(ii) maximum during the year; Nil
(iii) at the end of the year; Nil
The details of deposits which are not in compliance with the requirements of Chapter V of the Act;
26. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into were on an arm’s length basis, in the ordinary course ofbusiness and were in compliance with the applicable provisions of Companies Act, 2013 (“the Act”). There wereno materially significant Related Party Transactions made by the Company during the year that would haverequired shareholders approval under the provisions of the Act. Details of the transactions with related parties areprovided in the Note No.28.09 of accompanying financial statements. Form AOC-2 pursuant to clause (h) of sub¬section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewithmarked as Annexure I.
21. Compliance with the Sexual Harassment of Women at Workplace (Prevention. Prohibition andRedressal) Act. 2013
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During thefinancial year ended March 31, 2025:
• Number of complaints of sexual harassment received: Nil
• Number of complaints disposed of during the year: Nil
• Number of complaints pending for more than 90 days: Nil
The Company remains committed to providing a safe and respectful work environment for all its employees.
28. Compliance with the Maternity Benefit Act, 1961
The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, including those relating tomaternity leave, nursing breaks, and related benefits for eligible women employees. Awareness sessions and policyguidelines have been communicated across the organization.
29. Corporate Social Responsibility (CSR) : Not applicable
30. Human Resources
Your Company treats its “human resources” as one of its most important assets.
Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A numberof programs that provide focused people attention are currently underway. Your Company thrust is on the promotionof talent internally through job rotation and job enlargement.
31 .Directors’ Responsibility Statement
The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the CompaniesAct, 2013, shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
32. Transfer of Amounts to Investor Education and Protection Fund
The Company has during the financial year 2021-22, transferred all the unclaimed Debentures, SubordinatedDebts and Deposits with interest till maturity to Investor Education and Protection Fund.
33. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to Bombay Stock Exchange,Mumbai where the Company’s Shares are listed.
34. Secretarial Standards
Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all theprovisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notifiedby the Ministry of Corporate Affairs.
That is as follows: 1) Secretarial Standards - I for Board Meeting.
2) Secretarial Standards - II for General Meeting.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITHTHEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no instance of onetime settlement with any Bank or Financial Institution.
37. GENERAL SHAREHOLDER INFORMATION:
The 42nd Annual General Meeting (AGM) of the Company is being conducted in compliance withthe applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The Notice of the 42nd AGM and the Annual Report for the financial year 2024-25, including theAudited Financial Statements, are being sent electronically to the Members at their registered e¬mail addresses. The Annual Report will also be available on the website of the Company atwww.mfgrounco.com and on the website of BSE Limited at www.bseindia.com.
The Company is providing to all Members the facility of remote e-voting to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This facility is being providedpursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014. The instructions for remote e-voting are provided in the Notice ofAGM. Members are requested to carefully read the instructions relating to participation in the 42ndAGM and voting through electronic means, including remote e-voting.
The Board of Directors has appointed CS Ramachandra Bhat S, Practicing Company Secretary,
as the Scrutinizer to conduct the remote e-voting and voting at the AGM in a fair and transparentmanner.
38. Acknowledgements
Your Directors wish to place on record their appreciation of the services and co-operation extended by ourBankers and Members of Staff of the Company, during the year under report. Your directors also wish tothank the shareholders for their support.
For and on behalf of the Board of Directors
Sd/- sd/-
Basthi Ashok Pai T Narayan M Pai
Director Managing Director
(D1N:08136975) (DIN: (XH01633)
Place: ManipalDate: 12.08.2025