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Viji Finance Ltd.

BSE: 537820 Sector: Financials
NSE: VIJIFIN ISIN Code: INE159N01027
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VOLUME 22790
52-Week high 0.79
52-Week low 0.19
P/E 47.00
Mkt Cap.(Rs cr) 4
Buy Price 0.47
Buy Qty 20500.00
Sell Price 0.50
Sell Qty 1072.00
OPEN 0.45
CLOSE 0.48
VOLUME 22790
52-Week high 0.79
52-Week low 0.19
P/E 47.00
Mkt Cap.(Rs cr) 4
Buy Price 0.47
Buy Qty 20500.00
Sell Price 0.50
Sell Qty 1072.00

Viji Finance Ltd. (VIJIFIN) - Director Report

Company director report

Dear Shareholders

Your Directors present their Report together with the Audited Financial Statements ofyour company for the year ended March 31 2019.

1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED AUDITED FINANCIALSTATEMENTS

The performance highlights and summarized financial results of the Company are givenbelow:

(Rupees in Lakhs except EPS)
Particulars Standalone Consolidated
Year ended 31st March 2019 Year ended 31st March 2018 Year ended 31st March 2019 Year ended 31st March 2018
Total Income 175.74 231.07 176.29 231.07
Total Expenditure 108.35 40.32 108.77 40.55
Profit/Loss before tax 67.39 190.75 67.53 190.52
Provision for Tax
Current Tax 23.71 52.49 23.75 52.49
Deferred Tax 0.33 -5.05 0.98 -4.4
Earlier Year Tax 9.60 1.14 9.60 2.76
Profit/Loss after tax 33.75 142.17 33.19 139.67
Amount available for appropriation 33.75 142.17 33.19 139.67
Appropriations:
(a) Transferred to Statutory Reserve 6.75 28.43 6.75 28.43
(b) Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00
(c) Tax on Proposed Dividend 0.00 0.00 0.00 0.00
(d) Transferred to Bonus Share 0.00 30.00 0.00 30.00
Surplus Carried to Balance Sheet 17.05 83.74 16.49 81.24
Paid up Equity Share Capital 825 825 825 825
Earnings per share (Re.1/-) 0.04 0.17 0.04 0.17
Basic & Diluted (in Rs.)

1.2 OPERATION AND STATE OF COMPANY AFFAIRS:

The Company is engaged in a fast growing section NBFC where the demand of the financeis increasing rapidly. During the financial year company has achieved total income of Rs.175.74 Lacs in comparison to previous year's total income of Rs. 231.07 Lacs onstandalone basis and earned net profit of Rs. 33.75 Lacs in comparison to previousyear's net profit of Rs. 142.17 Lacs.

1.3 CHANGE IN NATURE OF BUSINESS

Company is engaged in NBFC activities only and during the year there was no change inbusiness activities of the company.

1.4 SHARE CAPITAL

The Paid up Equity Share Capital as at 31st March 2019 stood at 8.25 crores. Thecompany has not issued shares with differential voting rights nor has granted any stockoption or sweat equity shares. As on 31st March 2019 none of the Directors of the companyhold instruments convertible into equity shares of the Company.

2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - A and formsan integral part of this Report and is also available on website of the company atwww.vijifinance.com.

3. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM

The details of the number of meetings of the Board and its committee held during theFinancial Year 2018-19 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year was held on 28th September 2018.

4. DIVIDEND

During the year under review your Directors have not recommended any dividend due tothe downfall in the turnover of the Company. The Company is deploying the funds in furtherbusiness development and to combat the current uncertainties in the finance industry.

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable provisions of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (Rules) as amended all unpaid or unclaimed dividends are required to be transferredby the Company to the Investor Education and Protection Fund (IEPF) established by theCentral Government after completion of seven years from the date of transfer to UnclaimedDividend Account of the Company. Hence during the Financial Year 2018-19 unpaid/unclaimed dividends of Rs. 39950/- relating to financial year 2010-11 were transferred tothe Investor Education and Protection Fund.

Further according to the Rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to IEPF Authority. Accordingly during the financial year 2018-19 the Companyhas transferred 825000 equity shares to IEPF related to dividend declared for financialyear 2010-11.

DETAILS OF NODAL OFFICER:

The details of Nodal Officer appointed by the Company pursuant to the provisions ofIEPF Rules are available on the website of the company:http://vijifinance.com/investors-relations/.

5. AMOUNTS TRANSFERRED TO RESERVES

Being a Non Banking Finance Company 20% of the profit i.e Rs. 675012/- has beentransferred to statutory reserve of the company.

6. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies 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 ofthe Companies Act 2013 are not applicable to the Company.

UNSECURED LOAN FROM DIRECTOR:

The Company has received unsecured loan amounting Rs. 25622047/- from Mr. VijayKothari Managing Director of the Company during the financial year ended 31st March2019. Further Rs. 31909117/- was outstanding to be repaid to Mr. Vijay Kothari as on31st March 2019.

7. RBI NORMS

Your Company is a Non-Deposit Taking Non-Systemically Important Non-Banking FinancialCompany. The Company continues to fulfill all the norms and standards laid down by theReserve Bank of India (RBI) pertaining to capital adequacy statutory liquidity ratio etc.Further the company has made provision of Rs. 1405000/- for Non-performing Assets as on31st March 2019. Certificate from statutory auditors for complying the prudential normsfor NBFC is attached with Audit Report.

7.1 KNOW YOUR CUSTOMER AND ANTI MONEY LAUNDERING MEASURE POLICY:

Your board has approved the Know Your Customer and Anti Money Laundering Policy (KYCand PMLA Policy) in accordance with RBI Guidelines. Company also adheres to the compliancerequirement in terms of the said policy including the monitoring and reporting of cash andsuspicious transactions. There were no suspicious transactions noticed during the period.

7.2 FAIR PRACTICE CODE:

Your company has in place a fair practice code (FPC) as per RBI Regulations whichincludes guidelines from appropriate staff conduct when dealing with the customers and onthe organizations policies vis-a-vis client protection. Your company and its employeesduly complied with the provisions of FPC.

8. SUBSIDIARIES COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES

Your Company has two wholly owned Subsidiaries i.e. S.L. Developers Private Limited andViji Housing Finance Limited. Financials to the Subsidiaries are disclosed in theConsolidated Financial Statements which form part of this Annual Report. A separatestatement containing salient features of the Financial Statements of the Subsidiaries inaccordance with Section 129(3) of the Companies Act 2013 and the rules made there underin the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-B and hence isnot repeated here for sake of brevity. The Company does not have any joint venture orassociate Company.

In accordance with fourth proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing inter alia the audited standalone andconsolidated financial statements has been placed on the website of the Company atwww.vijifinance.com. Further audited financial statements together with relatedinformation and other reports of each of the subsidiary companies have also been placed onthe website of the Company at weblink: http://vijifinance.com/financial-report/ .

In terms of Section 136 of the Companies Act 2013 (‘the Act') financialstatements of the subsidiary companies are not required to be sent to the members of theCompany. The Company shall provide a copy of the annual accounts of its subsidiarycompanies to the members of the Company on their request. The annual accounts of itssubsidiary companies will also be kept open for inspection at the registered office of theCompany during business hours.

9. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to the requirement of Section 129 of the Companies Act 2013 and Regulation 33& Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with other applicable provisions and prepared in accordance withapplicable AS-21 for financial year ended March 31 2019. The Consolidated FinancialStatements form part of this Annual Report.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Article No. 98(1) of the Articles of Association of the Company none ofthe directors of the Company are liable to retire by rotation in accordance with theprovisions of Section 152 of the Companies Act 2013 as the Board of Directors of theCompany comprises of Managing Director and Independent Directors.

During the year Mr. Manish Tambi resigned from the post of Directorship of theCompany w.e.f 07th May 2018. Your Board places on record his deep appreciation of thevaluable contribution made by him during his tenure as Director of the Company.

Further Members at the 24th Annual General Meeting held on 28th September 2018confirmed appointment of Mr. Vijay Kothari (DIN: 00172878) as Managing Director of theCompany for term of three years w.e.f. 7th May 2018 to 6th May 2021.

During the year under review Mr. Ashish Verma (DIN: 07665222) was appointed as anAdditional Non Executive Independent Director of the Company w.e.f. 14th November 2018who shall hold office as per the provisions of Section 161 of the Companies Act 2013till the date of the ensuing Annual General Meeting. The Company has received a notice asper the provisions of Section 160(1) of the Companies Act 2013 from a Member in writingproposing his candidature for the office of Director.

Further Board of Directors in their meeting held on 14th November 2018 acceptedresignation of Mr. Hiren Kamdar (DIN: 03584178) from the post of Directorship of theCompany. Your Board placed on record his deep appreciation of the valuable contributionmade by him during his tenure as Director of the Company.

The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Mr. Vijay Kothari Managing Director

2. Mr. Siddhant Sharma Chief Financial Officer

3. Ms. Stuti Sinha Company Secretary and Compliance officer

DISQUALIFICATIONS OF DIRECTORS:

During the year declarations were received from the Directors of the Company pursuantto Section 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

11. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘the Listing Regulations').

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures in adoption of these standards;

ii. 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 the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosedat weblink of the Company: http://vijifinance.com/wp-content/uploads/2019/08/FamiliarisationProgrammesnew.pdf

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year as on 6th February 2019. TheMeeting was conducted in an informal manner without the presence of the Chairman theManaging Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer.

15. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee consisting of Mr. Suresh Singh Jain (Chairman)Mrs. Juhee Verma and Mr. Ashish Verma as Members. However Mr. Hiren Kamdar resigned fromthe Board of the Company w.e.f. 14.11.2018 and the committee was reconstituted on14.11.2018 as Mr. Ashish Verma was included as Member of the Committee. Therecommendations of the Audit Committee were duly approved and accepted by the Board duringthe year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

The details with respect to the composition powers roles terms of referencemeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof Annual Report.

16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Act and the SEBI Listing Regulations the Board hasto evaluate its own performance and that of its Committees and Individual Directors.Accordingly the Board of directors has carried out an annual evaluation of its ownperformance Board Committees and Individual Directors along with assessing the qualityquantity and timelines of flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Individual Directors the Board as a wholeand its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments.

17. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186

Pursuant to Section 186 (11) of the Companies Act 2013 (‘the Act') theprovisions of Section 186(4) of the Act requiring disclosure in the financial statement ofthe full particulars of the loans made and guarantees given or securities provided by aNon-Banking Financial Company in the ordinary course of its business and the purpose forwhich the loan or guarantee or security is proposed to be utilized by the recipient of theloan 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 ofinvestments made by the Company are given in the Notes to the Financial Statement.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at web link: http://vijifinance.com/wp-content/uploads/2018/07/related-party-policies-1.pdf.The Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by an Audit Committee to establish compliance with the requirementsof Related Party Transactions under the Companies Act 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. The Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement which were entered during the year by your Company are givenseparately in notes to the financial statements. Further the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is set out as Annexure-C and form part of this report.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However adequate measureshave been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilising alternate sources of energy: NotApplicable

(iii) The capital investment on energy conservation equipments: Not Applicable

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.

(iv) The expenditure incurred on Research and Development: Company has not incurred anyexpenditure on Research and Development during the year under review.

Further there was neither inflow nor outflow of foreign exchange during the year.

20. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE

FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system framework is commensurate with its size scale andcomplexities of operations; the internal and operational audit is entrusted to Mr. NaveenMalav Chartered Accountant appointed in the meeting of Board of Directors held on27.08.2019 in place of M/s. Shyam Nagori & Company Chartered Accountants. The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.

The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the audit committee of the board. To maintain its objectivity andindependence the internal audit function reports to the chairman of the audit committee.Report of statutory auditors for internal financial control system is part of AuditReport.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act 2013 does not apply to the Company ascompany does not fall under any of the criteria specified under above referred sectiontherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.

22. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is available on the website of the Company at http://vijifinance.com/wp-content/uploads/2016/12/Nomination-Remuneation-policy.pdf.

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as Annexure-D and forms an integral part of thisReport.

None of the employee of the company is drawing more than Rs. 10200000/- per annum orRs. 850000/- per month for the part of the year during the year under review thereforeParticulars of the employees as required under Section 197 of Companies Act 2013 readwith rule 5 (2) & rule 5 (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable during the year under review.

Further none of the Director has drawn any commission or remuneration from itssubsidiary companies i.e. Viji Housing Finance Limited & S.L. Developers Pvt. Ltd. asprovided under section 197(14) of Companies Act 2013.

23. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company forms an integral part of this Report.

A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

24. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy for Directors and employees to report genuineconcerns or grievances about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy. The details of establishment of thereporting mechanism are disclosed on the website of the Company at the weblink:- http://vijifinance.com/wp-content/uploads/2018/07/Whistle-Blower.pdf.No Person has been denied access to the Audit Committee.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators/Courts/Tribunalsthat would impact the going concern status of the Company and its future operations.

26. 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 hasappointed M/s. Ramesh Chandra Bagdi & Associates Practicing Company Secretary toconduct Secretarial Audit of the company for the financial year 2018-19. The SecretarialAudit Report given by the Secretarial Auditor of the Company is annexed as ANNEXURE-E tothis report.

Further Secretarial Audit Report does not contain any qualifications reservationsor adverse remarks.

27. STATUTORY AUDITORS

M/s Spark & Associates Chartered Accountants have given their resignation from thepost of statutory Auditors which will be affected from conclusion of ensuing 25th AnnualGeneral Meeting. In order to fill the casual vacancy caused by the resignation of M/sSpark & Associates Chartered Accountants appointment of M/s Shyam Nagori &Company Chartered Accountants (Firm Registration No. 004573C) Indore as statutoryauditors is proposed in forthcoming Annual General Meeting for period of five year fromthe conclusion of the ensuing 25th AGM till the conclusion of the 30th AGM.

The Company has received from M/s Shyam Nagori & Company Chartered Accountants awritten consent and a Certificate to the effect that their appointment if made would bein accordance with the conditions as prescribed under the Act has been received by thecompany.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013.

28. COST AUDIT

Your company does not falls within the provisions of section 148 of Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to timetherefore no such records are required to be maintained.

29. INTERNAL AUDITORS

The Board has appointed Mr. Naveen Malav Chartered Accountant as Internal Auditor ofthe company in the meeting of Board of Directors held on 27.08.2019 in place of M/s. ShyamNagori & Company Chartered Accountants and takes his suggestions and recommendationsto improve and strengthen the internal control systems. His scope of work includes reviewof operational efficiency effectiveness of systems & processes compliances andassessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

30. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct ("the Code") for allBoard members and senior management personnel of your Company. The Code is posted onCompany's website at the web link: http://vijifinance.com/wp-content/uploads/2019/08/CODE-OF-CONDUCT-SM-AND-BOARD.pdf.All Board members and senior management personnel have confirmed compliance with theCode. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

31. MD /CFO CERTIFICATION

The Managing Director & Chief Financial Officer of your Company have issuednecessary certificate pursuant to the provisions of Regulation 17(8) of the ListingRegulations and the same forms part of this Annual Report.

32. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

On December 31 2018 Securities and Exchange Board of India amended the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 prescribingvarious new requirements with effect from April 1 2019. In line with the amendments theCompany has adopted an amended Code of Conduct to regulate monitor and report trading byDesignated Persons and their Immediate Relatives & Connected Persons under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.

33. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

34. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Board's report.

35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

36. 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 requirementsof 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 Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

37. LISTING OF SHARES

Company's shares are listed on National Stock Exchange of India Limited Bombay StockExchange Limited & Calcutta Stock Exchange. The company has paid the annual listingfee for financial year 2019-20.

38. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk asconsider necessary by the Management from time to time.

39. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2019 as the company does not fallunder the category of top five hundred company based on market capitalization.

40. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to the respective depositories.

41. INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

42. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

43. ACKNOWLEDGMENT

The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the investors stakeholders Reserve Bank ofIndia Banks and other regulatory authorities.

Place: Indore For and on behalf of the Board of Directors
Dated: 27 August 2019 VIJI FINANCE LIMITED
Vijay Kothari Juhee Verma
Managing Director Director

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