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Niyogin Fintech Ltd.

BSE: 538772 Sector: Financials
NSE: N.A. ISIN Code: INE480D01010
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VOLUME 1000
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Buy Price 17.35
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OPEN 17.35
CLOSE 17.35
VOLUME 1000
52-Week high 17.35
52-Week low 6.75
P/E
Mkt Cap.(Rs cr) 6
Buy Price 17.35
Buy Qty 629500.00
Sell Price 0.00
Sell Qty 0.00

Niyogin Fintech Ltd. (NIYOGINFINTECH) - Director Report

Company director report

To The Members

Your Directors present this 28th Annual Report of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2016.

Financial Results

Particulars (in Rupees) (in Rupees)
Current Year Previous Year
2015-16 2014-15
Total Income 1066900 1359935
Profit before Finance Cost and
Depreciation 51136 51136
Less : Finance Cost 0 0
Profit before Depreciation 51136 44463
Less : Depreciation 0 0
Profit/(Loss) before Tax 51136 44463
Provision for Tax
Current Tax 14901 13340
Deferred Tax 0 0
Tax For earlier Years 0 0
Balance of Profit/(Loss) for the year 36235 31123
Balance Brought forward from the
Previous year 611413 580290
Amount available for appropriation
Proposed Dividend Nil
Tax on proposed Dividend 0
Balance Profit/(Loss) carried to Balance
Sheet 647648 611413

Performance Review

During the year under the gross total income decreased from Rs 1359 935 to Rs1066900 in comparison of last year. The net profit for the year increased from Rs.31123 in previous year to Rs. 36235.

Dividend

Your directors did not recommend payment of any dividend for the year ended 31st March2016.

Directorate

Ms. Dhvani Contractor (DIN: 07160128) Director of the Company retires by rotation atthis Annual General Meeting and being eligible offer herself for reelection.

Mr. Mitul Shah (DIN: 03432112) has been appointed as Additional Director of theCompany on 11th February 2016. His tenure of office liable to expire at the ensuingAnnual General Meeting and he is eligible to re-appoint as director liable to retire byrotation.

Transfer to Reserves

As per requirement of RBI Regulations the Company has transferred the amounts tovarious Reserves during the Financial Year ended 31st March 2016 as given in the notes ofBalance Sheet.

Number of Meetings of Board of Directors

The number of Board meetings held during the year from 1st April 2015 to 31st March2016 is the dates of meeting are given below:

1. 28th May 2015.

2. 13th August 2015.

3. 20thOctober 2015.

4. 11th February 2016.

The time gap between any two meetings did not exceed four months. The compliance reportin respect of laws applicable to the Company has been periodically reviewed by the Boardof Directors of the Company.

Directors’ Responsibility Statement:

Your directors’ confirm:

I. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departure.

II. That the director’s have selected such accounting policies & appliedthem consistently & made judgment & estimates that are reasonable & prudent soas to give a true & fair view of the state of affairs of the company at the end of thefinancial year & of the Profit of the company for the year.

III. That the director’s have taken proper & sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company & for preventing & detecting fraud& other irregularities.

IV. That the director’s have prepared the annual accounts on a going concernbasis.

Reserve Bank of India (RBI) Guidelines:

As a Non Deposit taking Non-Banking Finance Company The Company always aims to operatein compliance with applicable RBI laws and regulations and employs its best effortstowards achieving the same.

Listed on Stock Exchanges

At Present the Equity shares of the Company are listed and traded with the Bombay StockExchange Limited and the Listing Fee for the year 2016-17 has been duly paid. Scrip Codeof the Company is 538772

Corporate Governance Report

As per SEBI LODR Compliance with the provisions of regulation 17 through 27and clauses(b) to (i) of sub regulations 46 and Para CD and E of schedule V is not mandatory for thetime being in respect of the following class of Companies: a. Companies having paid upequity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 Croreas on 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 standards.

Associate & Subsidiary Companies

The company does not have any Associate or Subsidiary Companies

Deposits

The Company has not invited or accepted any fixed deposit from the public during theyear under review.

Secretarial Audit

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexureto this report. No adverse comments have been made in the said report by the PracticingCompany Secretary.

Extracts of Annual Return and other disclosures under Companies (appointment &Remuneration) Rules 2014

The Extract of Annual Return in form No MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies(Management & Administration) Rules 2014 duly certified by the PractisingCompany Secretary is annexed hereto and forms part of this report. Further the Disclosurein the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules 2014is also annexed hereto and forms part of this report.

Declaration on Independent Directors

The Independent Non-Executive Directors of the Company have affirmed that theycontinue to meet all the requirements specified under sub-section (6) of section 149 ofthe Companies Act 2013 in respect of their position as an

"Independent Director" of M3 Global Finance Limited.

The Board of Directors declares that the Independent Directors Miss Dhvani HareshbhaiContractor & Ravindra Kumar Agarwal are:

(a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;

(b) who were or were not a promoter of the company or its holding subsidiary orassociate company who are not related to promoters or directors in the company itsholding subsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the company its holding subsidiaryor associate company or

Their promoters or directors during the two immediately preceding financial years orduring the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover of total income or fifty Lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) Who either himself or any of his relatives

(i) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or Its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial Year in which he is proposed tobe appointed; (ii) Is or has been an employee or propriety or a partner in any of thethree financial years immediately preceding the Financial year in which he is proposed tobe appointed of

(A) A firm of auditors or company secretaries in practice or cost auditors or thecompany or its holding subsidiary or Associate company; or

(B) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or Associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) Holds together with his relative two per cent or more of the total voting powerof the company; or

(iv) Is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

Particulars of Loans guarantees or investments

The particulars of Loans Guarantees or investments as covered under provision ofsection 186 of the Companies Act 2013 made by the company during financial year 2015-16are given under the respective head and the same is furnished in the notes to thefinancial statement

Related Party Transactions

There were no materially and significant transaction with Related Parties i.e.Promoters Directors or the Management their subsidiaries or relatives conflicting withthe Companies interest. There were no transactions that took place with related partieswhich can be considered not to be in the normal course of business.

Particulars of Employees

None of the Employees of the company was in receipt of the remuneration exceeding thelimits prescribed under section 197 of the Companies Act 2013 as amended during the yearunder review.

Particulars of Conservation Of Energy Technology Absorption and Foreign ExchangeEarnings and out-go.

Since your company does not own any manufacturing facility particulars aboutConservation of Energy and Technology absorption are not applicable. The Foreign exchangeEarnings and out-go for the year under review is nil.

Risk Management Policy implementation

In today’s economic environment Risk Management is a very important part ofbusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. YourCompany’s risk management is embedded in the business processes. Your company hasidentified the following risks: Stake holder is aware that financial servicesbusiness has its own typical risks. The Company through its risk management system hasclearly identified the external and internal risk affecting its business operations. Theserisks can have a serious impact on the operations of the Company as well as itsprofitability.

Some of the common risks for finance sector - in the current environment are as under:

Risk of Bad Debts (Non-Performing Assets)

The risk of NPA is always a pertinent part of the lending business. There is always achance that accounts become bad due to fall or collapse in the value of the asset againstwhich funds have been advanced due to a variety of reasons. However in our case theCompany has put in place strong asset verification and valuation processes.

Interest Rates

The RBI had resorted to increasing the interest rates many times over the last eighteenmonths in order to control Inflation. The volatility in interest rate and high interestrate leads to default in re-payment and thus increase of interest rates would certainlyaffect the business of the Company.

Risk of Competition

With globalization and continuous flow of private as well as international institutionin the finance market the risk of competition in any business and the finance business isno different. We believe that competition spurs our team to innovate without losing sightof the customer needs the need for safety of funds deployed and the need to ensurecommensurate returns.

Global Economic Uncertainties

The international events affect all financial markets of the world and India is alsoaffected. The affect was clearly felt in the previous year as the Indian Rupee continuedto remain weak due to the crisis in Euro zone. This may results into to stay-away attitudeby foreign investors volatility in crude price inflation which may turned into furtherstress on finance market. Company therefore focusing on investing its funds in assets thatare fully secured and that will have least impact of global uncertainty.

The Company has put in place a Risk Management Policy as per the Guidelines so as toensure that the risk parameters are within the defined limits.

Formation and adoption of Different Policies:

a) Policy Determination of Materiality: In Accordance with Regulation 30 of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 the Company has adopt apolicy determination of Materiality containing Disclosure of Events or Informationrelating to specified securities.

b) Policy for Preservation of Documents: Regulation 9 of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 requires every listed entity should formulate apolicy for preservation of documents and accordingly the Company has adopted the same andupload the same on the website. c) Policy on Materiality of Related Party Transactions:The Company has adopted a policy of Related Party Transactions with a view to set out themateriality thresholds for the related party transactions and the manner of dealing withthe transactions between the Company and its related parties based on the Companies Act2013 SEBI (LODR) Regulations and any other laws and regulations as may be applicable tothe Company.

d) Whistle Blower Policy: The Company has adopted the Whistle Blower Policy for theiremployees and directors to report the concerns about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policy as per Section 177(9) of theCompanies Act 2013 and as per Regulation 22 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

Appointment of Directors /KMP/Senior Officials

a. Enhancing the Competencies of the Board and attracting as well as retaining talentedemployees for role of KMP/ a level below KMP are the basis for Nomination and remunerationcommittee to select candidate for appointment to the Board. When recommending a candidatefor appointment the Nomination and Remuneration Committee has regard to:

• Assessing the appointee against a range of criteria which includes but not to belimited to qualification skill regional & industry experience background and otherqualities required to operate successfully in position with due regard for the benefitsfrom diversifying the board

• The extent to which appointee is likely to contribute to overall effectivenessof the Board work constructively with the existing directors and enhance theeffectiveness of the company.

• The skills and experience that appointee brings to role of KMP/senior officialand how an appointee will enhance the skill sets and experience of the board as whole

• The nature of existing positions held by the appointee including directorshipsor other relationships and the impact they may have on the appointee’s ability toexercise independent judgment.

b. Personal Specifications

• Degree holder in relevant disciplines

• Experience of management in diverse organization

• Excellent interpersonal communications and representation skills

• Demonstrable leadership skills

• Commitment to high standards of ethics personal integrity and probity

• Commitment to the promotion of equal opportunities community cohesion andhealth and safety in the workplace.

• Having continuous professional development to refresh knowledge and skills.

Letter of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment withthe company containing the terms of appointment and the role assigned in the company.

Remuneration of Directors Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall bereasonable and sufficient to attract retain and motivate Directors Key ManagementPersonnel and other senior officials.

The Directors Key Management Personnel and other Senior Official’s salary shallbe based & determined on the individual person’s responsibilities and performanceand in accordance with the limits as prescribed statutorily if any.

The Nominations & Remuneration Committee determines individual remunerationpackages for Directors KMPs and senior officials of the Company taking into accountfactors it deems relevant including but not limited to market business performance andpractices in comparable companies having due regard to financial and commercial health ofthe company as well as prevailing laws and government/other guidelines. The committeeconsults with the chairman is recommended by the committee to the board of the Company. a.Remuneration :

Base Compensation (fixed salaries):

Must be competitive and reflective of individual’s role responsibility andexperience in relation to performance of day to day activities usually reviewed on annualbasis; (includes salary allowances and other statutory/non-statutory benefits which arenormal part of remuneration package in line with market practices)

Variable Salary:

The Committee may in its direction structure any portion of remuneration to linkrewards to corporate and individual performance fulfillment of specified improvementtargets or the attainment of certain financial or other objectives set by the Board. Theamount payable is determined by the committee based on performance against pre-determinedfinancial and non financial metrics. b. Statutory Requirements.

• Section 197(5) provides for remuneration by way of a fee to a director forattending meetings of the Board of Directors and Committee meetings or for any otherpurpose as may be decided by the Board.

• Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the company to its directors including Managing Director andWhole time Director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in manner as laid down inSection 198 in the manner prescribed under the act.

• The Company with the approval of shareholders and central Government mayauthorize the payment of remuneration exceeding eleven percent of the net profits of theCompany subject to the provisions of Schedule V.

• The Company may with the approval of the shareholders authorize the payment ofremuneration upto five percent of the net profits of the Company to its anyone ManagingDirector/Whole Time Director/ Manager and ten percent in case of more than one suchofficial.

• The Company may pay remuneration to its Directors other than Managing Directoror Whole Time Director upto one percent of net profits of the Company if there isManaging Director or Whole Time Director or Manager and three percent of net profits inany other case.

• The Net profits for the Purpose of the above remuneration shall be computed inthe manner referred to in Section 198 of the Companies Act 2013.

c. The Independent Directors shall not be entitled to any stock option and may receiveremuneration by way of fee for attending meetings of the Board or Committee thereof or anyother purpose as may be decided by the board. The Sitting fee to the Independent Directorshould not be less than the sitting fees payable to other Directors.

d. The Remuneration payable to the Directors Shall be as per Company’s policy andshall be valued as per income tax rules.

e. The Remuneration payable to the Key Managerial Personnel and the Senior Managementshall be as may be decided by the Board regarding their experience leadership abilitiesinitiative taking abilities and knowledge base.

Formal Annual Evaluation

The Evaluation/Assessment of Directors KMPs and the senior officials of the Company isto be conducted on annual basis and to satisfy the requirements of the Companies act2013.

The following criteria assist in determining how effective the performances ofDirectors/KMP/Senior officials have been:

• Leadership & Steward abilities;

• Contributing to clearly define corporate objectives & plans

• Communication of expectation & concerns clearly with subordinates

• Obtain adequate relevant & timely information from external sources

• Review & approval achievement of strategic and operational plansobjectives budgets

• Regular monitoring of corporate results against projections’

• Identify monitor & mitigate significant corporate risks

• Assess policies structures & procedures

• Direct monitor & evaluate KMPs senior officials

• Review management’s succession plans

• Effective meetings

• Assuring appropriate board size composition independence structure

• Clearly defining roles & monitoring activities of committees;

• Review of Corporation’s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors foreach of the Executive/ Non- Independent Directors in separate meeting of IndependentDirectors.

The Board evaluated/assessed each of the Directors along with its own performance andthat of Committees on the aforesaid parameters.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2015-16 the Company has not received any complaint on sexual harassment.

Auditors

M/s. Jain Khetan Agarwal & Associates (Now JKJS & Co) Chartered Accountantsretire at the ensuing Annual General meeting. Financial Auditors of the Company willretire at the forthcoming Annual General Meeting and are eligible for reappointment. Inaccordance with the Companies Act 2013 it is proposed to re-appoint them as Auditors forthe financial year 2016-17 from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting subject to the approval of shareholders.

Audit Committee

The Audit Committee comprises of Mr. Ravindra Kumar Agarwal (Independent Director) andMiss. Dhvani Contractor (Independent Women Director) and Mr. Manish Shah (Whole TimeDirector) of the Company and are financially literate and having accounting and relatedAdministrative Expertise. The Independent Auditors and the Secretarial Auditors of theCompany was also invited to the Audit Committee meetings. The Chairman of the AuditCommittee Mr. Ravindra Kumar Agarwal was present at the Annual General Meeting of theCompany held on 29th September 2015.

During the financial year 2015-16 Four (4) meetings of the Audit Committee were held:(1) 28th May 2015. (2) 13th August 2015. (3) 20th October 2015. (4) 11th February 2016&the details of the meetings attended by members during the year 2015-16 are asfollows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
Mr. Ravindra Kumar Agarwal Chairman &Member 4 4
Miss Dhvani Contractor Member 4 4
Mr. Manish Shah Member 4 4

Stakeholders Relationship Committee/ Investor Grievance Committee

During the financial year 2015-16 Four (4) meetings of the Shareholders’/Investors’ Grievance Committee was held: (1) 28th May 2015. (2) 13th August 2015.(3) 20th October 2015. (4) 11th February 2016

As on March 31 2016 the Shareholders’/ Investors’ Grievance Committeecomprised of the following members & the details of the meetings attended by membersduring the year 2015-16 are as follows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
1.Mr. Manish Shah Chairman 4 4
2. Miss Dhvani Contractor Member 4 4
3.Mr.RavindraKumar Agarwal Member 4 4

Remuneration Committee

As on March 31 2016 the Remuneration Committee comprised of the following members& the details of the meetings attended by members during the year 2015-16 are asfollows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
1.Mr. Ravindra Kumar Agarwal Chairman 1 1
2.Miss. Dhvani Contractor Member 1 1
3. Mr. Mitul Shah Member 1 1

Disclosures

The Company has fully complied with all the mandatory requirements prescribed underSEBI LODR (Listing Obligations and Disclosure Requirements) Regulations 2015

Acknowledgement

Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its banker Union Bank of India andvarious Government agencies. Your Directors also wish to thank all the employees for theirco-operation.

Place: Mumbai For M3 Global Finance Limited
SD/-
Manish Shah
Date: 18th August 2016 (Whole Time Director)