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Niyogin Fintech Ltd.

BSE: 538772 Sector: Financials
NSE: N.A. ISIN Code: INE480D01010
BSE 00:00 | 23 Sep 78.05 -4.05
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OPEN 80.10
CLOSE 82.10
VOLUME 31534
52-Week high 112.90
52-Week low 57.20
P/E
Mkt Cap.(Rs cr) 730
Buy Price 0.00
Buy Qty 0.00
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 their 32nd Annual Report togetherwith the audited accounts of the Company for the year ended March 31 2020.

1. FINANCIAL PERFORMANCE:

(Rs. In Lacs)

Particulars

2019-20

2018-19

Total Income

2762.55

2285.23

Total Expenditure

5079.91

3102.63

Profit/(Loss) before Tax

(2317.36)

(817.40)

Less: Provision for taxation
Current Tax

-

-

Deferred Tax Asset

-

-

Net Profit/(Loss) after Tax

(2317.36)

(817.40)

Transfer to Reserve under Section 45IC of the RBI Act 1934

-

-

Balance brought forward from previous period

(1564.73)

(747.33)

Balance carried to Balance Sheet

(3882.09)

(1564.73)

Earning Per Share
- Basic

(2.72)

(0.97)

- Diluted

(2.72)

(0.97)

2. COVID-19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers. To effectivelyrespond to and manage our operations through this crisis the Company triggered itsbusiness continuity management plan. Our teams reacted with speed and efficiency andquickly leveraged technology to shift the workforce to an entirely new‘work-from-home' model. Several initiatives were rolled out to make teams andmanagers effective while working from different locations.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained in the last quarter of FY2020 the Company is actively seeking newopportunities. The Company's focus on liquidity supported by a strong team andacceleration in cost optimization initiatives would help in navigating any near-termchallenges in the demand environment.

3. FINANCIAL AND COMPANY'S PERFORMANCE:

Your Company is in the business of providing unsecured working capital credit to MSMEsacross India by applying state of the art fintech solutions that streamlines clientonboarding underwriting documentation loan disbursals and repayment. It is a registeredNon-Banking Finance Company under the Reserve Bank of India Act 1934 and is listed on theBombay Stock

Exchange Limited (‘BSE Limited'). On a consolidated basis the revenue for FY 2020was `2804.82 lakhs. The loss for the year was 2451.77 lakhs. The Total comprehensive lossattributable to shareholders and non-controlling interests for FY 2020 was 2439.82 lakhs.

On an unconsolidated basis during the year under review the revenue of the Companystood at ‘2762.55 lakhs. The Company posted loss of ` 2317.36 lakhs as against `817.40 lakhs in the previous year.

4. DIVIDEND:

In view of the loss incurred by the Company during the year under review yourDirectors do not recommend any dividend for the financial year ended March 31 2020.

5. DEBT EQUITY RATIO:

Your Company's Debt: Equity ratio as on March 31 2020 stands NIL.

6. NET OWNED FUNDS:

The Net Owned Funds of your Company as on March 31 2020 stood at Rs. 23973.61 lakhs.

7. CREDIT RATING:

Since your Company is a Non-Deposit Accepting Non-Systematic NBFC it does not have anydeposits and thus does not require to obtain ratings for the same.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.

9. CHANGE IN THE REGISTERED OFFICE:

The Company's registered office has been shifted from the State of Maharashtra to theState of

Tamil Nadu. The said change was approved by the shareholders vide postal ballot theresults of which were declared on March 27 2019. Subsequently the Regional Directorapproved the said shifting of the Company's registered office vide order dated July 082019. The Company's new registered office was situated in Chennai at F-22 3rdFloor Palm Spring Apartment 2nd Main Road Anna Nagar East Chennai 600 102which was subsequently shifted to MIG 944 Ground Floor TNHB Colony 1st MainRoad Velachery Chennai Tamil Nadu- 600042 on January 01 2020.

The Company's office in Mumbai shall continue to operate as corporate office. TheCompany being NBFC has also made an application to the Reserve Bank of India forobtaining its consent to change its jurisdiction from the State of Maharashtra to theState of Tamil Nadu and the same is awaited.

10. ACQUISITION:

During the year under purview the Company completed the acquisition of 50.01% stake in

InvestDirect Capital Services Private Limited ("ICSPL"). This acquisitionalso resulted in the Company acquiring indirect stake in ICSPL's wholly-owned subsidiaryviz. Moneymap Investment Advisors Private Limited ("Moneyfront"). The saidacquisition was a non-cash transaction wherein the Company issued equity shares to theshareholders of ICSPL by way of preferential issue as consideration towards theshareholders of ICSPL transferring part of their shareholding in ICSPL in the Company'sname. The preferential issue was allotted on August 19 2019 and subsequently the Companyobtained the trading approval from the stock exchange effective November 05 2019.

11. SUBSIDIARIES

Pursuant to the aforesaid acquisition during the year the Company has 2 subsidiariesas on March 31 2020. There are no associate or joint venture companies within the meaningof Section

2(6) of the Companies Act 2013 ("Act"). There has been no material change inthe nature of the business of the subsidiaries.

• Investdirect Capital Services Private Limited (Investdirect)

A subsidiary in which the Company owns 50.01%. Investdirect is an automated direct planplatform provider assisting clients in investing in mutual funds as well as other equityand fixed income instruments. It enables users to consolidate their fund holdings fromtraditional channels to direct channel with the aim of upselling higher value productsalong with building advisory capability. Investdirect is having its registered office inMumbai Maharashtra.

• Monemap Investment Advisors Private Limited (Moneymap)

A step subsidiary i.e. Moneymap is 100% owned by Investdirect. Moneymap is anInvestment Advisor and holds a valid license issued by SEBI. Moneymap is having itsregistered office in Mumbai Maharashtra.

The statement containing the salient features of Company's Subsidiaries and Associate

Companies under the first proviso of section 129(3) forms the part of the AnnualReport.

As decided by the Board of Directors the copies of Audited/ Unaudited FinancialStatements of the Subsidiaries have not been attached to the Annual Accounts of theCompany. These documents will however be made available upon request by any member ofthe Company and also shall be available for inspection at the registered office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. Further the audited financial statements of the Subsidiaries areavailable on the website of the Company i.e. www.niyogin.com.

The policy for determining material subsidiaries is disclosed on the Company's websiteand the weblink for the same ishttps://www.niyogin.com/investors/corporate-governance/codes-and-policies/material-subsidiary-policy.pdf

12. SCHEME OF AMALGAMATION:

The Board of the Directors of your Company (the ‘Board') at their meetingheld on December 16

2019 approved Scheme of amalgamation under Sections 230-232 of the Companies Act 2013(the ‘Act') and the rules and regulations made thereunder of InformationInterface India Private Limited ("IIIPL") with Niyogin Fintech Limited("NFL") and their respective shareholders and creditors ("Scheme").The Scheme as aforesaid has received approval from the stock exchange and Reserve Bank ofIndia on July 9 2020 and July 23 2020 respectively. It is further subject to necessaryapprovals of the shareholders and creditors of the company(ies) as may be applicableChennai Bench of National Company Law Tribunal and such other statutory and regulatoryapprovals as may be required.

13. SHARE CAPITAL:

During the year under review till the date of this report the Company made thefollowing allotment:

Allotment of 1142895 (Eleven Lakhs Forty-Two Thousand Eight Hundred and Ninety-Five)equity shares of face value of Rs. 10/- each at a premium of Rs. 65/- per share pursuantto acquisition of 50.01% of InvestDirect. The said preferential issue was approved by theshareholders vide Postal Ballot results of which were declared on March 27 2019.

Further pursuant to the NFL- Employee Stock Option Plan 2018 (‘ESOP Scheme') theBoard issued and allotted 75697 (Seventy-Five Thousand Six Hundred and Ninety-Seven) tothe eligible employees under the ESOP Scheme (for information pertaining to ESOPs pleaserefer Annexure to the Directors' Report).

Subsequent to the aforesaid allotments the issued and paid-up equity share capital ofthe Company as on March 31 2020 stands at Rs. 859854750 /- (Rupees Eighty-Five CroresNinety-Eight Lakhs Fifty-Four Thousand Seven Hundred and Fifty Only) divided into85985475 (Eight Crores Fifty-Nine Lakhs Eighty-Five Thousand Four Hundred andSeventy-Five) equity shares of Rs. 10/- (Rupees Ten Only) each.

14. DEPOSITORY SYSTEM:

The Company's equity shares are compulsorily tradable in electronic form. As on March31 2020 99.94% of the Company's total paid-up capital representing 85930275 equityshares were in dematerialized form. In view of the benefits offered by the depositorysystem members holding shares in physical mode are advised to avail the demat facility.

15. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public during the year underreview.

16. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:

In terms of Section 186(11) of the Companies Act 2013 read with Companies (Meetings ofBoard and its Powers) Rules 2014 loans made guarantees given or securities provided bythe Company are exempted from compliance with the requirements of Section 186 of theCompanies Act 2013. During the year under review your Company has invested surplus fundspending business deployment in various liquid debt securities in the ordinary course ofbusiness. For details of the current and long-term investments of the Company pleaserefer Note 37.5 to the Audited Financial Statements.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were incompliance with the requirement of the Companies Act 2013 and the Rules framed thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. AllRelated Party Transactions are placed before the Audit Committee and also the Board asthe case may be for approval. A statement giving details of all related partytransactions were placed before the Audit Committee and the Board of Directors for theirapproval / noting on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.niyogin.com.

18. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for theyear under review together with a Certificate from Mitesh J. Shah & AssociatesCompany Secretaries regarding compliance of the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report. The Company is in full compliance with the requirementsand disclosures that have to be made in this regard.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

As on March 31 2020 the Company's Board consists of the following Directors:

(i) Mr. Amit Rajpal Chairman & Non-Executive Director (DIN: 07557866) (ii) Mr.Makarand Patankar Whole Time Director (DIN: 01584128) (iii) Mr. Kapil Kapoor IndependentDirector (DIN: 00178966) (iv) Ms. Sutapa Banerjee Independent Director (DIN: 02844650) (v)Mrs. Subhasri Sriram Independent Director* (DIN: 01998599) (vi) Mr. Eric WetlauferIndependent Director (DIN: 08347413)

During the year Ms. Sucheta Dalal ceased to be the Directors with effect from November6 2019. The Board places on record its appreciation for her invaluable contribution andguidance.

*The Board of Directors at its meeting held on January 23 2020 upon therecommendation of the Nomination and Remuneration Committee has appointed Mrs. SubhasriSriram as an Independent Director of the Company. Being eligible and offering herself forappointment resolution is being placed before the Members for approval at the 32ndAnnual General Meeting.

In accordance with Section 152 and other applicable provisions of Companies Act 2013Mr. Amit Rajpal (DIN: 07557866) Chairman & Non- Executive Director retires by rotationand being eligible offers himself for re-appointment at the ensuing Annual GeneralMeeting. The Board commends his re-appointment.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR 2015) particulars of Directors seeking appointment/reappointment at the ensuing General Meeting have been given under Corporate GovernanceReport and in the Notice of the 32nd Annual General Meeting.

The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149(6) of the Companies Act 2013 along with Rules framed thereunder andRegulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").There has been no change in the circumstances affecting their status as independentdirectors of the Company. In the opinion of the Board the independent directors possessthe requisite integrity experience expertise and proficiency required under allapplicable laws and the policies of the Company.

(b) Key Managerial Personnel:

As on the date of this Report the following persons have been appointed as the KeyManagerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of theCompanies Act 2013:

(i) Mr. Makarand Patankar Whole Time Director

(ii) Mr. Rumit Dugar Chief Financial Officer (w.e.f. February 01 2020)

(iii) Ms. Neha Agarwal Company Secretary & Compliance Officer (w.e.f. May 13 2020)

During the year under review Mr. Sandeep Akolkar resigned as the Chief FinancialOfficer of the Company with effect from January 31 2020.

20. BOARD & COMMITTEE MEETINGS:

During the year under review six (6) Board Meetings and eight (8) Audit CommitteeMeetings were convened and held. The details of the same along with other Committeemeeting of Board are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

21. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own Board its Committees and the individual members of theBoard (including the Chairperson). A structured questionnaire was prepared after takinginto consideration inputs received from the directors covering the aforesaid aspects ofthe Board's functioning. The overall performance of the Board and Committees of the Boardwas found satisfactory.

The overall performance of Chairman Executive Directors and the Non-ExecutiveDirectors of the Company was found satisfactory. The review of performance was based onthe criteria of performance knowledge analysis quality of decision making etc.

The manner in which the evaluation has been carried out has also been explained in theCorporate Governance Report.

22. DISCLOSURES BY DIRECTORS:

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 Independent Director(s) affirmingcompliance with the criteria of independence as stipulated in Section 149(6) of theCompanies Act 2013.

23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors have complete access to the information within the Company.As a part of Agenda of Board / Committee Meetings presentations are regularly made to theIndependent Directors on various matter inter-alia covering the Company's strategybusiness model operations markets organization structure product offerings financerisk management framework quarterly and annual financial results human resourcestechnology quality role rights responsibilities of the Independent Directors and suchother areas as may arise from time to time where Directors get an opportunity to interactwith the Company's management (Familiarization Programme).

The details of familiarisation programmes for the directors are disclosed on theCompany's website and the weblink for the same ishttps://www.niyogin.com/investors/corporate-governance/codes-and-policies/niyogin-board-familiarisation-programme.pdf

24. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report and isalso available on the Company's Website athttps://www.niyogin.com/investors/corporate-governance/codes-and-policies/nomination-and-remuneration-policy.pdf

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2020 and of theprofit/loss of the Company for the financial year ended March 31 2020;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a ‘going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

26. STATUTORY AUDITORS:

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014the members of the Company in its 29th Annual General Meeting held on September28 2017 approved the appointment of M/s B S R & Co. LLP Chartered Accountants (ICAIRegistration No - 101248W/W-100022) as the Statutory Auditors of the Company for aninitial term of 5 years i.e. from the conclusion of 29th Annual General Meetingtill the conclusion of the 34th Annual General Meeting of the Company. TheReport given by M/s. B S R & Co. LLP Chartered Accountants on the financialstatements of the Company for the year ended March 31 2020 is part of the Annual Report.

However M/s B S R & Co. LLP Chartered Accountants tendered their resignationfrom the Company w.e.f. July 23 2020 for commercial considerations. Therefore as per therecommendation of the Audit Committee the Board recommends appointment of M/s. MSKA &Associates Chartered Accountants (Firm Registration No: 105047W) as the StatutoryAuditors of the Company to fill the casual vacancy caused by the resignation of M/s BSR& Co. LLP Chartered Accountants and shall hold office up to the conclusion of thethis Annual General Meeting of the Company.

27. AUDITOR'S REPORT:

There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Auditors had not reported any matter underSection 143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.

28. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Mitesh J. Shah & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the financial year ended March 31 2020. The Reportof the Secretarial

Audit is annexed herewith as Annexure ‘VI'.

29. REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The cost records as specified by the Central Government under Section 148(1) of theCompanies Act 2013 are not required to be maintained by the Company.

30. RBI GUIDELINES:

Your Company continues to fulfill and comply with all the circular(s) notification(s)direction(s) and guideline(s) issued by the RBI as are applicable to it as aNon-Systemically Important Non-Deposit Accepting or Holding Non-Banking Financial Company.In terms of the RBI Master Circular No. 15/2015-16 dated July 1 2015 on ForeignInvestment in India your Company has obtained a certificate from its Statutory Auditorscertifying that the Company is in compliance with the FEMA regulations.

31. 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 thedisclosure requirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules2014 are not applicable to the Company.

32. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiessafeguarding of its assets prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information.

The Company has a proper and adequate internal financial control system which ensuresthat all assets are safeguarded and protected and that the transactions are authorisedrecorded and reported correctly. The Company's internal financial control system alsocomprises of compliances with the Company's policies and Standard Operating Procedures(SOPs) which is further reviewed by CNK & Associates LLP the Internal Auditors. TheInternal Auditors independently evaluate the adequacy of internal controls.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company. The system should be designed and operated effectively.Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report. To ensure effective Internal Financial Controls theCompany has laid down the following measures:

• All operations are executed through Standard Operating Procedures (SOPs) in allfunctional activities for which key manuals have been put in place. The manuals areupdated and validated periodically.

• All legal and statutory compliances are ensured on a monthly basis for alllocations in India through a fully automated tool. Non-compliance if any is seriouslytaken by the management and corrective actions are taken immediately.

• Approval of all transactions is ensured through a pre-approved delegation ofauthority schedule. The schedule is reviewed periodically by the management and complianceof the same is regularly checked and monitored by the auditors.

• The Company follows a robust internal audit process wherein audits are conductedon a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

• The audit reports of the Internal Auditors are submitted to the Audit Committeeand the Board for review and necessary action.

• The Company has a comprehensive risk management framework.

• The Company has a robust mechanism of building budgets at an integrated crossfunctional level. The budgets are reviewed on a monthly basis so as to analyze theperformance and take corrective action wherever required.

• The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

• The Company has a system of Internal Business Reviews. All departmental headsdiscuss their business issues and future plans in monthly review meetings. They reviewtheir achievements in quarterly review meetings.

• Compliance of the secretarial functions is ensured by way of secretarial audit.

34. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act 2013 your Company is notrequired to contribute funds for CSR. However as a part of good corporate governancealong with an intent to work for a social cause the Company has constituted a CSRCommittee.

35. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the annual return as on March 31 2020 forms part of thisreport as Annexure ‘V'. Further the Annual Return of the Company in theprescribed Form MGT-9 is available on the website of the Company at the linkwww.niyogin.com.

36. PARTICULARS OF EMPLOYEES:

As on March 31 2020 there were 102 employees on the payroll of the Company. Duringthe year 0 employee employed throughout the year was in receipt of remuneration of ` 1crore and 2 lakh or more per annum and 1 employee employed for part of the year was inreceipt of remuneration of ` 8.5 lac or more per month. In accordance with the provisionsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the names and particulars of the top ten employees in terms of remunerationdrawn and of the aforesaid employees are set out in the annexure to the Directors' Report.In terms of the provisions of Section 136(1) of the Companies Act 2013 read with therule the Directors' Report is being sent to all shareholders of the Company excluding theannex. Any shareholder interested in obtaining a copy of the annexure may write to theCompany.

Further disclosures on managerial remuneration are annexed to this report as Annexure‘I'.

37. EMPLOYEE STOCK OPTION PLAN:

During the year 546357 options were granted to the eligible employees pursuant tothe

Company's ESOP Scheme. The said options have not vested till the date of this report.The applicable disclosures as stipulated under the SEBI Regulations as on March 31 2020with regard to ESOP Scheme are provided in Annexure ‘II' to this report.

38. SEXUAL HARASSMENT POLICY:

During the year under review the Company has not received any complaint from theemployees related to sexual harassment. The Company has in place sexual harassment policywhich is available on the Company's website.

39. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.

40. RISK MANAGEMENT:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These areperiodically discussed at the meetings of the Company. The development and implementationof risk management policy has been covered in the Management Discussion and Analysiswhich forms part of this report.

41. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Vigil Mechanism Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulation. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them.

42. ENERGY CONSERVATION TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING& OUTGO:

A. Conversation of Energy: NIL B. Technology Absorption: NIL C. Foreign ExchangeEarning: NIL

D. Foreign Exchange Outgo: Rs. 787664/-

43. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with all applicable Secretarial Standards as notified fromtime to time.

44. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of SEBI Listing Regulations 2015 inter alia provides that theannual report of the top 1000 listed entities based on market capitalization (calculatedas on 31 March of every financial year) shall include a Business Responsibility Report(BRR).

Since your Company is one of the top 1000 listed entities we have presented our BRRfor the financial year 2019-20 which is part of this Annual Report. This BRR being partof this Annual

Report is also available on the Company's website www.niyogin.com

45. APPRECIATIONS:

Your Directors take this opportunity to express their appreciation to all stakeholdersof the Company including the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India the Government of India and other RegulatoryAuthorities Members Customers and Employees of the Company for their continued supportand trust.

Your Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors appreciate and value the contribution made by every member of theNiyogin family.

For and on behalf of the Board of Directors
Niyogin Fintech Limited
Amit Rajpal
DIN: 07557866
Date: July 23 2020
Place: Hong Kong

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