BOARD'S REPORT TO, MEMBERS OF VIJI FINANCE LIMITED Your directors are pleased to present the 21" Annual Report together with the Audited financial Statement for the year ended 31" March, 2015. 1.2 OPERATIONS AND FUTURE OUTLOOK: The company is engaged in afasi growing sector NBFC where the demand of finance is increasing rapidly. The Government supports the NBFC activities and enhances the Direct Investment in NBFC t hrough equity and finance. Our country is a developing country and for it, easy finance is must. The journey of global economic growth in the last few years, have witnessed a lot of ups and downs making it difficult to believe in new reforms and improvement. Hence, to gather momentum with the new government focused on implementing radical reforms across various sectors of the economy, such a policy initiative will boost the confidence of investors and consumers. Viji Finance is a medium size company and earning profit year by year. Its diverse vision, to create a difference in the sectoral landscape has helped to create a cohesive and energetic team. But vision cannot function in isolation. It has to be supported by viable action on ground. Henceforth, we begin our journey towards the next growth altitude with an aggressive expansion plan. Powered by a dynamic team, we are reviewing up operations in order to leverage emerging opportunities in the sector. We are in financing of different field and we have put our step in infrastructure finance which is a very attractive business. Mainly, we are focusing to finance on following: - Infrastructure Finance Short term finance Housing Project finance Business Loan Vehicle Finance 1.3 CHANGE IN NATURE OF BUSINESS Company is engaged in NBFC activities only and during the year there was no change in business activity of the company. 1.4 SHARE CAPITAL During the Financial Year 2014-15, the authorized share capital of the Company has been increased from Rs.8-00 crores to Rs. 11.00 crores, pursuant to special resolution passed by the members in their annual general meeting held on 9''' September. 2014. Further during the year company has not raised any paid up share capital. The Paid Up Equity Share Capital as at 31" March 2015 stood at 7.50 Crores. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31" March 2015, none of the Directors of the company hold instruments convertible into equity shares of the Company 2. EXTRACT OF ANNUAL RETURN The Extract of Annual Return as prescribed in form MOT 9 required under section 92 of the Companies Act, 2013 is included in this report as ANNEXURE-1. 3. BOARD MEETINGS AND ANNUAL GENERAL MEETING During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held five times The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on 9th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report. 4. DIVIDEND Looking at the consistent growth in performance of the company, your Directors arc pleased to recommend a final dividend of 3% on the equity shares i.e. Re. 0.30/- per Equity Share of face value Rs. 10/ - for financial year 2014-2015 subject to Approval of the members in ensuing Annual General Meeting. 5. AMOUNTS TRANSFERRED TO RESERVES Bcinga Non Banking Finance Company, 20% of the profit i.e Rs. 1194765/- has been transferred to statutory reserve of the company. Further during the year the Board of the company has carried Rs 502765/- to surplus account. 6. FIXED DEPOSITS The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules. 2014. However being a Non-Banking Financial Company, the disclosures required as per Rule 8 (5)(v) and (vi) of the Companies (Accounts} Rules, 2014 read with Sections 73 and 74 of the Companies Act. 2013, are not applicable to the Company. 7. RBI NORMS The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India (RBI) pertaining to capital adequacy, statutory liquidity ratio etc. and further company is not having non-performing assets as on 31" March. 2015. Certificate from statutory auditors for complying the prudential norms for NBFC is attached with auditors report. As on 31st March, 2015, the Capital to Risk Assets Ratio (CRAR) of your Company was 92%, which is well above 15% CRAR prescribed by the RBI 8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES The Company does not have any subsidiary, joint venture or associate company. 9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with provisions of Section 152 of the Companies Act. 2013 and the Company's article of association, Shri Vijay Kothari, Director retires by rotation at the forthcoming annual general meeting and being eligible offers himself for re-appointment The Board in its meeting held on 23"' May , 2014 has appointed Ms Roshani Maheshwari as an Additional Director as well as independent women Director of the Company, not liable to retire by rotation. Further Shri Manish Sanghavi resigned from the post of Directorship due to his pre occupation. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company. At the annual general meeting held on 9"' September, 2014 Mr. Suresh Singh Jain, Mr Hiren Kamdar and Ms Roshani Maheshwari were appointed as an independent director of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for reappointment Mr Manish Tambi whole Time Director , Mr Siddhant Sharma chief financial officer, Mr Bhushan Tambe Company secretary (w.e.f 20"' June, 2015) of the Company are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013. Further Ms Surbhi pawar has resigned from the post of the Company secretary with effect from 31" May. 2015 and on 20"'June, 2015 Mr Bhushan Tambe was appointed as Company secretary of the Company. DISQUALIFICATIONS OF DIRECTORS During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director. 10. DECLARATION BY INDEPENDENT DIRECTOR The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement: i} Shri Suresh Singh Jain ii) Shri Hiren Kamdar iii) Ms. Roshani Maheshwari 11. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section ] 34(3) (c) of the Companies Act, 2013, your Directors state that: a) in the preparation of the annual accounts for the financial year ended 31 st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any; b) 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 as at 31st March, 2015 and of the profit of the Company for year ended on that date; c) the directors have 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; d) the directors have prepared the annual accounts on a going concern basis; e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and f) the directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 12. FAMILIARIZATION OF INDEPENDENT DIRECTORS The details of familiarization programme for Independent Directors have been disclosed on website of the Companywww.vijifinancc.com 13. MEETING OF INDEPENDENT DIRECTORS The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-independent Directors and the Chief Financial Officer. 14. COMMITTEES OF THE BOARD OF DIRECTORS The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Shri Suresh Singh Jain (chairman), Ms. Roshani Maheshwari and Shri Hiren Kamdar. as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review. The other Committees of the Board are : (ij Nomination and Remuneration Committee (ii) Stakeholders Relationship Committee The details with respect to the composition, powers. roles, terms of reference. Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report. 15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committee and the Independent Directors was carried out time to time. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report. 16. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 Pursuant to section 186 (11) of the Companies Act. 2013 ('the Act'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of Section 186 (4) of the Act. the details of investments made by the Company are given in the Notes to the Financial Statement. 17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All transactions entered with related parties for the year under review were on Arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters, directors. 18. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act. 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under: (A) Conservation of Energy The steps taken or impact on conservation of energy : (i) The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption. (ii) The capital investment on energy conservation equipments: Nil (B) Technology Absorption: (i) The efforts made towards technology absorption : Not Applicable. (ii) The benefits derived like product improvement, cost reduction, product development or import substitution : Not Applicable. (iii) in case of imported technology (imported during the last three years reckoned from the beginningof the Financial Year): Not Applicable. (iv) Company has not incurred any expenditure on Research and Development during the year under review. Further there was neither inflow nor outflow of foreign exchange during the year. 19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to M/s. Shyam Nagori & Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism. The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management arc presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee. 20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY Provisions of section 135 of the Companies Act. 2013 does not apply to the Company. therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act. 21. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: In accordance with Section 178 and other applicable provisions if any. of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report. Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as "ANNEXURE 2". None of the employee of the company is drawing more than Rs.60.00,000/- per annum or Rs.5,00,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (31 of Companies (appointment and remuneration) Rules 2014 arc not applicable, during the year under review. Further Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under section 197 (14) of Companies Act. 2013 is not applicable. 22. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSTS Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled ¦ Report on Corporate governance and Management discussion and Analysis forms part of this Annual Report. Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report. 23. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.vijifinance.coml No Person has been denied access to the Audit Committee. 24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY. There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company. 25. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act. 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Ramesh Chandra Bagdi & Associates . Practicing Company Secretary, to undertake as the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE-3 and forms an integral part of this Report. There is no Secretarial Audit qualification for the year under review. 26. STATUTORY AUDITORS Pursuant to the provisions of section 139 of the Companies Act. 2013 M/s. Spark & Associates, Chartered Accountants (Firm Registration No.005313C) statutory auditors of the company were appointed as auditor to hold office up to the conclusion of forthcoming annual general meeting of the company and are recommended for reappointment to audit the accounts of the company up to the 241" AGM of the Company to be held in year 2018 subject to ratification of their appointment by members at every AGM held thereafter. A resolution for appointment of M/s. Spark & Associates. Chartered Accountants, as auditors for the period from the conclusion of the ensuing 21" AGM till the conclusion of the 24" AGM and for fixation of their remuneration for the year 2015-16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from M/s. Spark & Associates, Chartered Accountant a written consent for ratification of thrirappointment from the conclusion of the 21" AGM till the conclusion of the 24"' AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013. EXPLANATION TO AUDITORS REMARKS The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer. Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act. 2013. 27. CODE OF CONDUCT The Company has laid down a code of conduct for all Board members and senior management and independeni directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate governance Report. 28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. 29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this boards report. 30. ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. 31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review. 32. LISTING OF SHARES Company shares listed on Bombay Stock Exchange Limited & Kolkata Stock Exchange. The company has paid annual listing fee for financial year 2015-16 for both the stock exchanges. Company was originally listed on M P Stock Exchange but due to derecognition of M. P. stock exchange, equity shares has been listed at Kolkata Stock Exchange. 33. BUSINESS RESPONSIBILITY REPORT: Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31" March 2015. 34. DEPOSITORY SYSTEM Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dcmaterialization of the Company's shares on either of the Depositories mentioned as aforesaid. 35. INDUSTRIAL RELATIONS: Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review. 36. ACKNOWLEDGMENT The Board of Directors wish to place on record its appreciation for the extended cooperation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, stakeholders. Reserve Bank of India. Banks and other regulatory authorities. For and on behalf of the Board of Directors VIJI FINANCE LIMITED Vijay Kothari Director Din No.00172878 Manish Tambi Whole Time Director Din No.00172883 Place Indore Date 8'" August. 2015 |