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Niyogin Fintech Ltd.

BSE: 538772 Sector: Financials
NSE: N.A. ISIN Code: INE480D01010
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OPEN 74.10
CLOSE 72.65
VOLUME 4450
52-Week high 74.10
52-Week low 17.09
P/E
Mkt Cap.(Rs cr) 593
Buy Price 74.10
Buy Qty 177463.00
Sell Price 0.00
Sell Qty 0.00

Niyogin Fintech Ltd. (NIYOGINFINTECH) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 29th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2017.

Financial Highlights

The highlights of the Financial Results of the Company for the Financial Year 2016-17and Financial Year 2015-16 are as under:

` in lakhs

Particulars As at As at March 31 2017 March 31 2016

Total Income 29920307 1066900 Total Expenditure 77609931 1015764

Profit before Tax -47689624 51136 Less: Provision for taxation

- Current Tax 0 14901

- Deferred Tax Asset

Net profit after Tax -47689624 36235 Transfer to Reserve Fund U/s 45-IC of the ReserveBank of India Act 1934 0 7247 Balance brought forward from previous period 395076 366088Balance carried to Balance Sheet -47294548 395076

Earnings per share (Face Value ` 10)

Basic (`) (13.25) 0.01 Diluted (`) (13.25) 0.01

Operational Performance

Your Company is in the business of lending to MSMEs across India by applying state ofthe art fintech underwriting documentation loan disbursals and repayment. It is aregistered Non-Banking Finance Act 1934 and is listed on the Bombay Stock ExchangeLimited (BSE Limited). Your Company has not

Financial Performance

During the year under review the Gross Income of the Company was 29920307 and theloss was 36235 respectively). The Company's Net Worth as on March 31 2017 was189928577 (Previous Your Company has not commenced its operations as on March 31 2017.Since the lending business to comply with the provisioning norms as part of its riskmanagement process.

Dividend

With a view to conserve resources your Directors have thought it prudent not torecommend any

Transfer of Reserve

The Company has not transferred any amount to General Reserve.

State of Affairs of the Company

The operating and financial performance of your Company has been covered in theManagement part of this Annual Report.

Debt Equity Ratio

Your Company's Debt: Equity ratio as on March 31 2017 stands at NIL.

Capital Adequacy Ratio

The provisions of Basel III norms on the Capital to Risk Assets Ratio (CRAR) prescribea maximum invested its funds in any risky capital asset the CRAR cannot be derived and itis not applicable.

Net Owned Funds

The Net Owned Funds of your Company as on March 31 2017 stood at 189928577.

Share Capital

During the year under review pursuant to receipt of the approval of Members in theAnnual General Company has increased the authorized capital from ` 4 crore (Rupees FourCrore Only) to ` 44 crore of 35000000 (Three Crore Fifty Lakhs) equity shares of ` 10(Rupees Ten Only) each and

` 10 (Rupees Ten Only) each. Further in the Extra-Ordinary General Meeting held on27th June 2017 your Company has increased the authorized capital from INR 44 Crore(Rupees Forty Four Crore Only) to INR 98 Crore (Rupees Ninety Eight Crore Only) comprisingof 89000000 (Eight Crore Ninety Lakhs) equity shares of ` 10 each and 9000000preference shares of ` 10 (Rupees Ten Only) each.

During the year your Company has issued 7232433 Compulsory Convertible PreferenceShares (2500000 CCPS to Information Interface India Private Limited and 4732433 toStrategic India Equity Fund) of INR ` 10 each one CCPS convertible into one equity shareof ` 10 each and 29500000 Warrants to Information Interface India Private Limited of `10 each one Warrant convertible into equity share of ` 10 each.

Also the Company raised funds through issue and allotment of 37113000 Equity Sharesof ` 10/- each on a preferential basis pursuant to receipt of subscription amount of `1855650000/- (Rupees One Hundred Eighty Five Crore Fifty Six Lacs and Fifty Thousandonly) issued at a price of `50/- per Equity Share (face value of ` 10/- each and premiumof ` 40/- per share) to Eligible Allottes.

However 2500000 Compulsory Convertible Preference Shares (CCSP) and 29500000Warrants issued to Information Interface India Private Limited were duly converted into32000000 Equity Shares of ` 10/- each.

Currently your Company has a paid up share capital of ` 774454330/- comprising of72713000 equity shares of ` 10/- each and 4732433 Preference Shares of ` 10/- each.

Change of Name

During the year under review your Company has applied for a change in its name. YourCompany has changed its name to "Niyogin Fintech Limited" from its original name"M3 Global Finance Limited" to get a complete brand remake over. The term‘Niyogin' stands for ‘Empowerment' and ‘Fintech' refers to providingfinancial services using a technology based platform. Your Company is developing atechnological platform for financial lending and empowering the borrowers by meeting theirworking capital needs.The effective date of change of name is 12th May 2017.

Registered Office

During the year under review considering operational convenience your Directors hadapproved shifting of Registered Office of the Company within the city. The Company shiftedit's registered office from 152 Narayan Dhuru Street 2nd Floor Room No. 24Mumbai-400003 to 307 3rd Floor Marathon Icon Off. Ganpatrao Kadam Marg LowerParel-West Mumbai-400013 with effect from 1st March 2017. All the stakeholders andregulators have been informed about the shift in the registered office.

Reclassification of Promoters

Pursuant to the acquisition of equity shares of your Company by the existing promotersthe open offer made to public shareholders and upon satisfaction of the conditions laiddown in provisions of Regulation 31A of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (‘SEBI Listing Regulations') the promoters werere-classified and Information Interface India Private Limited (‘existing promoter')became the new promoters.

Purchase of shares by 3I & Open Offer

Information Interface India Private Limited (‘existing promoter') which is aprivate company incorporated under the Companies Act 1956 acquired equity shares of yourCompany by entering into a Share Purchase Agreement (SPA) with the exiting promoters ofyour Company. Since the shareholding of your existing promoters crossed the thresholdlimits of SEBI (Substantial Acquisition of Shares & Takeover) Regulations 2011

(Takeover Regulations) an open offer dated 18th August 2016 was given to publicshareholders to further acquire up to 9256000 equity shares of your Company.

Change in Control & Management

As per RBI notification dated July 09 2015 ("RBI Circular") Your Companyhad submitted an application to the Reserve Bank of India (RBI) for obtaining approval forchange in control and management of the Company. RBI vide its letter dated October 182016 approved that the existing promoters shall acquire the control and management of theCompany.

Material Changes in the nature of Commitments

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

Significant and material orders passed by the regulators or courts or tribunals

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future.

Management Discussion and Analysis Report

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015

("Listing Regulations") and Circular/ Notifications/Directions issued by RBIfrom time to time the Management Discussion and Analysis of the financial condition andresult of consolidated operations of the Company for the year under review is presented ina separate section forming part of the Annual Report.

Credit Rating

Since your Company is a Non-Deposit Non-Systematic NBFC it does not have any depositsor issued any debt securities and thus was not required to obtain ratings for the same.

Subsidiary Companies

During the year under review your Company did not have any subsidiary or associate andJoint Venture Company.

Performance Evaluation

During the year SEBI issued a guidance note on board evaluation to be carried bylisted companies which inter alia contained the process of evaluation including thecriteria to be adopted for evaluation action plan disclosures to stakeholders frequencyof evaluation and responsibilities. The said criteria inter alia includes effectiveness ofthe board and its committees process of decision making active participationgovernance independence quality and content of agenda papers team work frequency ofmeetings discussions at meetings role in establishing a good corporate culture cohesionin meetings role of the chairman contribution and management of conflict of interest.

The committee appointed Kapil Kapoor Independent Director as the Chairman of theNomination and Remuneration Committee to oversee the entire exercise of board evaluation.

Directors and Key Managerial Personnel

The composition of the Board of Directors of your Company is in compliance with thecircular(s) notification(s) direction(s) and guideline(s) issued by the RBI theapplicable provisions of the Companies Act 2013 and other applicable laws inter-alia withrespect to women director non-executive director(s) and non-executive independentdirector(s). The composition of the Board of Directors as on March 31 2017 is as follows:

Amit Rajpal – Non Executive Non-Independent Chairman

Mr. Makarand Patankar – Whole-Time Director

Mr. Kapil Kapoor - Non Executive Independent Director

Ms. Sucheta Dalal - Non Executive Independent Director

Ms. Sutapa Banerjee - Non Executive Independent Director Appointments

During the year under review in accordance with the provisions of Section 152 readwith Section 160 of the Companies Act 2013 and the Articles of Association of the Companyand pursuant to the approval of the shareholders via a postal ballot dated January 202017 the following Directors were appointed:

Mr. Amit Vijay Rajpal (DIN: 07557866) as the Non-Executive Non-Independent Chairman

Mr. Makarand patankar (DIN: 01584128) as the Whole-time Director

Mr. Kapil Kapoor (DIN: 00178966) as an Independent Director for a period of 5consecutive years.

Ms. Sutapa Banerjee (DIN: 02844650) as an Independent Director for a period of 5consecutive years.

Ms. Sucheta Dalal (DIN: 01351168) as an Independent Director for a period of 5consecutive years.

Cessation/Resignation

During the year under review the following Directors placed their resignation from theBoard of the Company and all its Committees with effect from December 5 2016:

Mr. Mitul Niranjan Shah (Director)

Ms Dhvani Hareshbhai Contractor (Director)

Mr. Manish Shah (Whole-time Director)

Mr. Ravindra Kumar Agarwal (Independent Director)

Your Directors place on record their sincere appreciation for the valuable contributionand guidance provided by the resigning Directors during their association with theCompany.

Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Makarand Patankar (DIN: 01584128) being longest in officeshall retire by rotation and being eligible offer himself for re-appointment at theensuing Annual General Meeting of the

Company.

The Board recommends his re-appointment. The brief profile of the Director is attachedin the Notice of the General Meeting

Key Managerial Personnel

Ms. Shraddha Dalvi (FCS 8907) is appointed as Company Secretary and Compliance officer(KMP) of the Company w.e.f. April 12 2014. Also Mr. Arnab Bhattacharya is appointed asChief Financial Officer (CFO) of the Company w.e.f. August 2 2017.

Director(s) Disclosures:

Based on the declarations and confirmations received in terms of provisions of theCompanies Act 2013 circular(s) / notification(s) / direction(s) issued by the RBI andother applicable laws none of the Directors on the Board of your Company are disqualifiedfrom appointment as Directors. Your Company has received declarations from the IndependentDirector(s) affirming compliance with the criteria of independence as stipulated in

Section 149(6) of the Companies Act 2013.

Also your Directors have declared to be in compliance with the Fit & ProperCriteria laid down under the various regulations.

RBI Guidelines

As a Systemically Important Non-Deposit taking Non-Banking Finance Company yourCompany always aims to operate in compliance with applicable RBI guidelines andregulations and employs its best efforts towards achieving the same.

Particulars of Deposits

Your Company being a ‘Non-Deposit Accepting or Holding Non-Banking FinancialCompany' has not accepted deposits during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the RBI.

Accordingly the disclosure requirements under Rule 8(5)(v) and (vi) of the Companies(Accounts) Rules 2014 are not applicable to the Company.

Statutory Auditors & their Report:

M/s. Jain Khetan Agarwal & Associates Chartered Accountants having ICAI FirmRegistration No. 121161W who was appointed as the Statutory

Auditor of your Company at the 28th Annual General Meeting (AGM) held on September 192016 up to the conclusion of 29th Annual General Meeting gave resignation w.e.f. 30thMay 2017 due to other professional commitments. Therefore the Board of Directorsrecommended and members in their meeting held on 27th June 2017 approved the appointmentof M/s. B S R & Co. LLP Chartered Accountants bearing Firm Registration No.101248W/W-100022 as statutory auditor of the Company to fill the Casual vacancyandtoholdofficeuntil the conclusion of ensuing Annual General Meeting.

Accordingly the Board of Directors of the Company at its Meeting held on August 292017 on the recommendation of the Audit Committee have appointed M/s. B S R & Co.LLP Chartered Accountants bearing Firm Registration No. 101248W/W-100022 as the StatutoryAuditors of the Company for a term of five years from conclusion of 29 th Annual GeneralMeeting till conclusion of 34th Annual General Meeting subject to the approval ofshareholders at the 29th Annual General Meeting in accordance with the applicableprovisions of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations and applicable law.

The Company has received the certificate(s) of eligibility in accordance with Section139 Section 141 and other applicable provisions of the Companies Act 2013 and Rulesthereunder from M/s. B S R & Co. LLP Chartered Accountants.

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31 st March 2017 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

Internal Auditors & their Report:

During the year under review M/s. CVK & Associates were appointed as InternalAuditors of the Company for the Financial Year 2016-17. M/s. CVK & AssociatesInternal Auditors in their report(s) on the Internal Audit of your Company have notsubmitted any material qualifications reservations or adverse remarks or disclaimers.

Secretarial Auditors & their Report:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company

Secretary. M/s. S. Bhattbhatt & Co. Company Secretaries had been appointed toissue Secretarial Audit Report for the financial year 2016-17. Secretarial Audit Reportissued by M/s. S. Bhattbhatt & Co. Practising Company Secretaries in Form MR-3 forthe financial year 2016-17 forms part to this report as Annexure III. The said report doesnot contain any observation or qualification requiring explanation or comments from the

Board under Section 134(3) of the Companies Act 2013.

Corporate Governance

As per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015Compliance with the provisions of regulation 17 through 27 and clauses (b) to (i) of sub– regulations 46 and Para C D and E of schedule V is not mandatory for the timebeing in respect of the following class of Companies: a. Companies having paid –upequity share capital not exceeding ` 10 crore and Net Worth not exceeding ` 25 Crore ason the last day of previous financial year; b. The listed entity which has listed itsspecified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption (a) ConsequentlyCorporate Governance does not forms part of the Annual Report for the Financial Year2015-16. However the Company is following industry best corporate governance standardsand do filling of Corporate

Governance Report with BSE on quarterly basis.

Board Committees

The Board of Directors of your Company have constituted the Audit Committee theNomination and Remuneration Committee and a Stakeholders

Relationship Committee to deal with specific matters and in compliance with the variouslaws applicable to the Company and for meeting internal requirements / operationalconvenience.

Number of Meetings of Board

The Board of Directors met 5 (Five) times during the financial year ended 31st March2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. i.e. on 30th May 2016 13th August 2016 5th December 2016 11th January2017 and 3rd February 2017.

Audit Committee

During the year under review the Audit Committee of Directors was constituted pursuantto the provisions of Section 177 of the Companies Act 2013 and rule made thereunder. Thecomposition of the Audit Committee is in conformity with the provisions of the saidsection.

In the beginning of the financial year committee comprises of three members namelyMr. Ravindra Kumar Agrarwal (Chairman) Ms. Dhwani

Contractor (Member) and Mr. Manish Shah (Member). However due to change in themanagement of the company the Committee was reconstituted as on 5 December 2016.

Currently this Committee comprises the following:Ms. Sutapa Banerjee ChairmanMs.Sucheta Pandurang Dalal MemberMr. Makarand Ram Patankar Member

During the financial year 2015-16 Three (3) meetings of the Audit Committee were held30 th May 2016 13th August 2016 and 3rd February 2017. The scope and terms of referenceof the Audit Committee have been amended in accordance with the Act and the ListingAgreement entered into with the Stock Exchanges.

All the members are financially literate and bring in expertise in the fields offinance economics development strategy and management.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

Nomination and Remuneration Committee

During the year under review the Audit Committee of Directors was constituted pursuantto the provisions of Section 178 of the Companies Act 2013 and rule made thereunder. Thecomposition of the Nomination and Remuneration Committee is in conformity with theprovisions of the said section.

In the beginning of the financial year committee comprises of three members namelyMr. Ravindra Kumar Agarwal (Chairman) Ms. Manish Shah

(Member) and Mr. Dhvani Contractor (Member). However due to change in the managementof the company the Committee was reconstituted as on 5 December 2016.

Currently this Committee comprises the following:Ms. Kapil Kapoor ChairmanMs. SutapaBanerjee MemberMr. Amit Rajpal Member

There was no meeting of the committee held during the year.

Stake Holder Relationship Committee / Investor Grievance Committee

The terms of reference of the Stakeholders Relationship Committee are in compliancewith the provisions of Companies Act 2013 and Listing Regulations as amended from time totime which inter alia includes carrying out such functions for redressal of grievances ofshareholders debenture holders and other security holders including but not limited totransfer of shares non-receipt of annual report non-receipt of dividend and any othergrievance that a shareholder or investor of the Company may have against the Company. TheCommittee also oversees and approves

Transfer /Transmission /Dematerialisation of shares issue of Duplicate / Consolidated/ Split Share Certificate(s) etc.

In the beginning of the financial year committee comprises of three members namelyMr. Manish Shah (Chairman) Mr. Ravindra Kumar Agarwal

(Member) and Mr. Dhvani Contractor (Member). However due to change in the managementof the company the Committee was reconstituted as on 5 December 2017 Currently thisCommittee comprises the following:Ms. Sucheta Pandurang Dalal (Chairman)Mr. Kapil Kapoor(Member)Mr. Makarand Ram Patankar (Member) During the year under review the Committee met2 times. The Committee met on 30th May 2016 and 13th August 2016.

Nomination and Remuneration Policy

The Board has in accordance with the provision of sub-section (3) of Section 178 of theCompanies Act 2013 formulate the policy setting out the criteria for determiningqualification positive attributes independence of a director any policy relating toremuneration for Directors key managerial personnel and other employees. Also accordingto Non-Banking Financial Companies – Corporate Governance (Reserve Bank) Directions2015 as amended your Directors have adopted ‘Policy on Selection Criteria/"Fit & Proper" Person Criteria' for appointment of Directors and Senior

Management Personnel of the Company. The policies of which has been uploaded on theCompany's website.

The Remuneration Policy Disclosure of Remuneration & Particulars of Employees

In terms of Section 178 of the Companies Act 2013 your Directors have constituted aNomination and Remuneration Committee which shall appoint evaluate and effectivelyremunerate the Board and Senior Managerial Personnel including Key Managerial Personnel.

The Committee also ensures that there is an effectively combination of a fixed andvariable pay and a proper effort-reward relationship is maintained.

It is also in the process of drafting and implementing a ‘Remuneration Policy' forthe employees of the Company.

In terms of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the disclosures withrespect to the remuneration of Directors Key Managerial Personnel and the Employees ofthe Company have been provided as an Annexure to this Director's Report.

Your Directors hereby confirm that the remuneration paid to the Directors is as per theRemuneration Policy of the Company.

Risk Management Framework

Your Company has not yet commenced its operations and is in process to put in place amechanism to identify assess monitor and mitigate various risks associated with thebusiness of the Company.Majorrisksidentifiedby the businesses and functions if any aresystematically addressed through mitigating actions on a continuing basis. A "RiskFramework and Policy" for risk management is also being deliberated upon by theBoard.

The Board of Directors of the Company have however not identifiedany elements of riskwhich in their opinion may threaten the existence of the

Company and the Company's internal control systems are commensurate with the nature ofits business size and complexity of its operations.

Internal Control / Internal Financial Control Systems and their Adequacy

The Company has established its internal control system commensurate with therequirement of its size. A detailed note on the Internal Financial Controls forms part ofManagement Discussion and Analysis Report.

Whistle Blower Policy / Vigil Mechanism

In terms of Section 177(9) and (10) of the Companies Act 2013 and rules madethereunder and Listing Regulations Your Company has established a ‘Vigil Mechanism/Whistle Blower Policy' for Directors and employees to report to the appropriateauthorities concerns about unethical behaviour actual or suspected fraud or violation ofthe Company's code of conduct policy and provides safeguards against victimization ofemployees who avail the mechanism and also provide for direct access to the Chairman ofthe Audit Committee.

The said policy has been uploaded on the website of the Company.

Contracts / Arrangements with Related Parties and Related Party Transaction Policy

All Contracts/ arrangements/ transactions entered into by the Company during thefinancial year under review with related parties were on an arm length basis and in theordinary course business. There were no materially significant related party transactionsmade by the Company with promoter directors key managerial personnel's or otherdesignated person which may have a potential conflict with the interest of the Company atlarge Your Director drawn attention of the members to note no. 16(e) to the financialstatements which set out related party disclosures.

The policy on related party transactions as approved by the Board is uploaded on theCompany's website.

The disclosures pursuant to Regulation 53(f) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as on March 31 2017in enclosed at Annexure

Particulars of Loans Guarantees or Investments

Full particulars of investments loans guarantees and securities covered under Section186 of the Companies Act 2013 provided during the financial year under review has beenfurnished in Notes to Accounts which forms part of the financials of the Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder the Companydid not receive any complaint of sexual harassment during the year under review.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.

However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. Also your Company does not have any foreign exchangeearnings or outgoing during the year.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review no orders have been passed against your Company by anyregulator(s) or court(s) or tribunal(s) which would impact the going concern status and /or the future operations of your Company.

Corporate Social Responsibility

Provision of Section 135 of the Companies Act 2013 read with rule made thereunder andCompanies (Corporate Social Responsibility Policy) Rules 2014 is not applicable to yourCompany for the Financial Year 2016-17.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us pursuant to the provisions of Section

134(3)(c) read with Section 134(5) of the Companies Act 2013 your Directors herebyconfirm that: a. in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b. such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2017and of the profit/loss of the Company for that year; c. proper and sufficientcarewas taken for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. the annual accounts of the Companyhave been prepared on a going concern basis; e. The Director had laid down propersystem of internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and f. propersystems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively;

Extract of Annual Return

In terms of Section 134(3)(a) and Section 92(3) read with the Companies (Management andAdministration) Rules 2014 of the Companies Act 2013 the extract of Annual Return as atFinancial Year ended March 31 2017 in the prescribed Form MGT-9 has been providedas Annexure to this Director's Report.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review andhence 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 is furnished.

The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

During the financial year 2016-17 the Company has not borrowed any amount (s) fromDirectors of the Company or relatives of the Director of the Private Company under rule 2(1) (c) (viii) of the Companies (Acceptance of Deposits) Rules 2014.

Appreciations

We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchanges Ministry of Corporate Affairs and otherregulatory authorities for their valuable guidance and support and wish to express oursincere appreciation for their continued co-operation and assistance. We look forward totheir continued support in future.

We wish to thank our bankers investors customers and all other business associatesfor their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the employees whosecommitment co-operation active participation dedication and professionalism has madethe organization's growth possible.

Finally the Directors thank you for your continued trust and support.

For and on behalf of the Board of Directors
Niyogin Fintech Limited
(Erstwhile M3 Global Finance Limited)
Sd/-
Mr. Makarand Ram Patankar
Whole Time Director
DIN: 01584128
Date : August 29 2017
Place : Mumbai

Disclosures pursuant to Regulation 53(f) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as on March 31 2017Related Party Disclosure:

In the accounts of Disclosures of amounts at the year end and the maximum amount of loans / advances / investments outstanding during the year Details
1 Holding Company: Loans and advances in the nature of loans to subsidiaries by name and amount   Loans and advances in the nature of loans to associates by name and amount   Loansandadvancesinthenatureofloanstofirms/ companies in which Directors are interested by name and amount NA
2 Subsidiary Company(ies): Loans and advances in the nature of loans to parent by name and amount  Loans and advances in the nature of loans to associates by name and amount  Loans and advances in the nature of loans to firms / companies in which Directors are interested by name and amount NA
3 Holding Company: Investment by the loanee in the shares of parent company and subsidiary company when the company has made a loan or advance in the nature of loan NA

Disclosures in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 for the Financial Year ended March 31 2017

Requirement Disclosure
1. The ratio of the remuneration of each Director to the median Name of Director Ratio
remuneration of the employees of the company for the financial
Mr. Makarand Patankar 1:0.46
year
Mr. Amit Rajpal NA
Mr. Kapil Kapoor NA
Ms. Sutapa Banerjee NA
Ms. Sucheta Dalal NA
2. The percentage increase in remuneration of each Director Name of Director / CEO Percentage Increase in their
Chief Financial Officer Chief Executive Officer and Company / CFO/ CS remuneration during
Secretary in the financial year the Financial Year ended 2017
Mr. Makarand Patankar NA
Mr. Amit Rajpal NA
Mr. Kapil Kapoor NA
Ms. Sutapa Banerjee NA
Ms. Sucheta Dalal NA
3. The percentage increase in the median remuneration of employees in the financial year Nil

Note: Sitting fees paid to Non-Executive Independent Directors during the FY 2016-17has not been included for calculation of remuneration paid to them.