DEAR MEMBERS,
Your Directors are pleased to present the 35th Annual Report along with the
audited standalone and consolidated financial statements of the Company for the year ended
31 March, 2023.
1. FINANCIAL PERFORMANCE:
The highlights of the standalone and consolidated financial results are as under:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
2,631.63 |
2,439.18 |
11,717.75 |
10,707.91 |
Total Expenditure |
3,268.47 |
2,859.36 |
14,530.48 |
11,480.63 |
Profit/(Loss) before Tax |
(636.84) |
(420.18) |
(2,812.73) |
(772.72) |
Less: Provision for taxation |
|
|
|
|
Current Tax |
- |
- |
- |
46.67 |
Deferred Tax Asset |
- |
- |
25.90 |
(59.34) |
Net Profit/(Loss) after Tax |
(636.84) |
(420.18) |
(2,838.63) |
(760.05) |
Transfer to Reserve under Section 45IC of the RBI Act, 1934 |
|
|
|
|
Balance brought forward from previous period |
(4,927.42) |
(4,513.45) |
(5,207.33) |
(4,622.96) |
Balance carried to Balance Sheet |
(5,559.65) |
(4,927.42) |
(7,038.08) |
(5,207.33) |
Earnings Per Share |
|
|
|
|
- Basic |
(0.68) |
(0.44) |
(1.87) |
(0.63) |
- Diluted |
(0.68) |
(0.44) |
(1.87) |
(0.63) |
2. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:
The financial statements of the Company for FY 2023, on a standalone and consolidated
basis, have been prepared in compliance with the applicable provisions of the Companies
Act, 2013 (the Act), Master Direction - Non-Banking Financial Company - Non-Systemically
Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 read with relevant
RBI circulars/ guidelines, applicable Accounting Standards, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments thereto (the SEBI Listing
Regulations). The consolidated financial statements incorporate the audited financial
statements of the subsidiaries of the Company.
3. FINANCIAL AND COMPANYS PERFORMANCE:
Your Company is in the business of providing unsecured working capital credit to MSMEs
across India by applying state of the art fintech solutions that streamlines client
onboarding, underwriting, documentation, loan disbursals and repayment. It is a registered
as a Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company
under Master Direction - Non-Banking Financial Company - Non-Systemically Important
Non-Deposit taking Company (Reserve Bank) Directions, 2016 and is listed on the Bombay
Stock Exchange Limited (BSE Limited).
Detailed information on the operations of the different business lines and state of
affairs of the Company and its subsidiaries are covered in the Management Discussion and
Analysis.
On a consolidated basis, the revenue for FY 2023 was Rs. 11,717.75 lakhs. The loss for
the year was Rs. 2,838.63 lakhs.
On a standalone basis, during the year under review, the revenue of the Company stood
at Rs. 2,631.63 lakhs. The Company posted loss of Rs. 636.84 lakhs as against Rs. 420.18
lakhs in the previous year.
4. DIVIDEND:
In view of the loss incurred by the Company during the year under review, your
Directors do not recommend any dividend for the financial year ended 31 March, 2023.
5. DIVIDEND DISTRIBUTION POLICY:
The Company has adopted a Dividend Distribution Policy, which sets out the parameters
and circumstances that will be taken into account by the Board in determining the
distribution of dividend to its shareholders. The Dividend Distribution Policy is placed
on the Companys website at www.niyogin.com
6. DEBT EQUITY RATIO:
Your Companys Debt: Equity ratio as on 31 March, 2023 stands NIL.
7. NET OWNED FUNDS:
The Net Owned Funds of your Company as on 31 March, 2023 stood at Rs. 28,718.13 lakhs.
8. CREDIT RATING:
Since your Company is a Non-Deposit Accepting NonSystematically Important Non-Banking
Financial Company ("NBFC"), it does not have any deposits and thus does not
require to obtain ratings for the same.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT:
There have been no material changes and commitments, which affect the financial
position of the Company, that have occurred between the end of the financial year to which
the financial statements relate and the date of this report except as stated in the
preferential issue of securities and the share capital section.
10. SCALE BASED REGULATIONS:
Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A
Revised Regulatory Framework for NBFCs" on 22 October, 2021 (SBR Framework).
Detailed guidelines for the same were issued wide RBI Notification No. DOR.CRE. REC.No.
25/03.10.001/2022-23 dated 19 April, 2022. As per the framework, based on size, activity,
and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (NBFC- BL),
NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer
(NBFC-TL). Accordingly, your Company is categorised as an NBFC - Base Layer (NBFC- BL).
The Company has put in place necessary Board approved policy such as policy on Grant of
Loans to Directors, Senior Officers of NBFC and relatives of Directors and to entities
where Directors or their Relatives have major shareholding, etc.
11. SUBSIDIARIES:
The Company has 3 subsidiaries as on 31 March, 2023. There are no associate or joint
venture companies within the meaning of Section 2(6) of the Act. There has been no
material change in the nature of the business of the subsidiaries.
• Iserveu Technology Private Limited (Iserveu)
A subsidiary in which the Company holds 51.00%. The Company is into Domestic Money
Transfer, Aadhar Enabled Payment System, Micro ATM facilitation, Bharat Bill Payment
System (BBPS) facilitation, Business Correspondence Arrangement, facilitating Micro
Lending/other loans, Merchant payment solutions through payment aggregation (including but
not limited to UPI, card-based payments) and otherwise, Cash deposit and withdrawal
facilitation, Credit Disbursements as a disbursement partner. Iserveu is having its
registered office in Odisha, Bhubaneswar.
• Investdirect Capital Services Private Limited (Investdirect)
A subsidiary in which the Company holds 60.76%. Investdirect offers a range of
traditional wealth products to clients ranging from mutual funds, bonds, corporate
deposits, PMS, etc. Investdirect provides bespoke reporting and analytical tool to other
private wealth outfits and has a very marquee list of enterprise names under its belt.
Investdirect also has a large B2B franchise offering wealth solutions to Tier 2 and Tier 3
cities through a partner network. Investdirect is having its registered office in Mumbai,
Maharashtra.
• Monemap Investment Advisors Private Limited (Moneymap)
A step down subsidiary i.e. Moneymap is 100% owned by Investdirect. Moneymap is
operating as
an automated direct plan platform provider assisting clients in investing in mutual
funds as well as other equity and fixed income instruments. It enables users to
consolidate their fund holdings from traditional channels to direct channel with the aim
of upselling higher value products along with building advisory capability. Moneymap holds
a valid license issued by SEBI under the Securities and Exchange Board of India
(Investment Advisers) Regulations, 2013. Moneymap is having its registered office in
Mumbai, Maharashtra.
Detailed information on the performance and financial position of each subsidiary of
the Company is covered in the Management Discussion and Analysis and the statement
containing the salient features of Companys subsidiaries and associate companies under
the first proviso of Section 129(3) forms the part of the Annual Report.
As decided by the Board of Directors, the copies of the Financial Statements of the
subsidiary companies have not been attached to the Annual Accounts of the Company. These
documents will, however, be made available upon request by any member of the Company and
also shall be available for inspection at the registered office of the Company during
business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. Further, the financial statements of the subsidiary companies are available on
the website of the Company i.e. www.niyogin.com.
The policy for determining material subsidiaries is disclosed on the Companys website
at www.niyogin.com
In terms of the aforesaid policy, Iserveu is a material subsidiary of the Company.
12. PREFERENTIAL ISSUE OF SECURITIES
The Board of Directors of the Company at its meeting held on 04 July, 2023 subject to
the approval of the members of the Company and other regulatory authorities approved issue
and allotment of upto 1,75,36,011 (One Crore Seventy- Five Lakhs Thirty-Six Thousand And
Eleven Only) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up
equity share of the Company of face value of Rs. 10/- each ("Warrants") at a
price of Rs. 45.62/- (Rupees Forty- Five And Sixty-Two Paisa Only) each (including the
warrant subscription price and the warrant exercise price) including premium of Rs.
35.62/- (Rupees Thirty-Five And Sixty-Two Paisa Only) each payable in cash aggregating
upto Rs. 79,99,92,821.82 (Rupees Seventy-Nine Crores Ninety-Nine Lakhs Ninety-Two Thousand
Eight Hundred Twenty-One And Eighty-Two Paisa Only).
The Company received requisite approval from the members on 02 August, 2023 and was
awaiting for the in-principle approval from the stock exchange i.e. BSE Limited as on the
date of this report.
13. SCHEME OF AMALGAMATION:
The Board of the directors of the Company at its meeting held on 16 December, 2019,
approved Scheme of Amalgamation under Sections 230-232 of the Act and the rules and
regulations made thereunder, of Information Interface India Private Limited, (Transferor
Company) with Niyogin Fintech Limited, (Transferee Company) and their
respective shareholders and creditors ("Scheme").
The Honble National Company Law Tribunal, Chennai bench ("NCLT") vide the
Order issued on 20 July, 2022, corrigendum to which was pronounced on 27 July, 2022 had
sanctioned the Scheme. The certified copy of the said Order was received on 12 August,
2022. The appointed date of the Scheme was 01 April, 2022 and the Scheme has become
effective on 18 August, 2022, upon filing of the NCLT Order by the Transferor and
Transferee Companies with the Registrar of Companies, Chennai, Tamil Nadu. Further, in
accordance with the Scheme, upon the Scheme becoming effective and consequent to
amalgamation, the Company was required to issue and allot 3,44,35,567 fully paid-up equity
shares of Rs. 10/-each to the equity shareholders of the Transferor Company in proportion
of their holding in the Transferor Company as on Record Date i. e. 02 September, 2022 and
the issued, subscribed and paid-up share capital of the Transferee Company be cancelled by
3,44,35,567 equity shares of face value Rs. 10/- each, held by the Transferor Company.
Accordingly, the Board of Directors through Circular Resolution dated September 8, 2022,
had issued and allotted 3,44,35,567 fully paid-up Equity Shares of Rs. 10/- each to the
equity shareholders of the Transferor Company i.e. Mr. Amit Vijay Rajpal (2,28,42,142
equity shares), Mr. Makarand Ram Patankar (43,25,471 equity shares) and Mrs. Jayashree
Makarand Patankar (72,67,954 equity shares) and listed at BSE Limited on 14 October, 2022.
Consequent to the above allotment and cancellation of equity shares, the issued,
subscribed and paid-up capital of the Company remained the same.
14. SHARE CAPITAL:
(i) Increase in Authorized Share Capital
The Company increased the Authorised Share Capital from the existing Rs. 113,05,00,000
(Rupees One Hundred Thirteen Crores Five Lakhs only) divided into 10,40,50,000 (Ten Crores
Forty Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each aggregating to Rs.
104,05,00,000/- (Rupees One Hundred Four Crores Five Lakhs only) and 90,00,000 (Ninety
Lakhs) Preference Shares of Rs. 10/- each aggregating to Rs. 9,00,00,000/- (Rupees Nine
Crores only) to Rs. 135,58,60,000/- (Rupees One Hundred Thirty-Five Crores Fifty-Eight
Lakhs Sixty Thousand only) divided into to 12,65,86,000 (Twelve Crores Sixty-Five Lakhs
Eighty-Six Thousand) Equity Shares of Rs. 10/- each aggregating to Rs. 126,58,60,000/-
(Rupees One Hundred Twenty-Six Crores Fifty-Eight Lakhs Sixty Thousand only) and 90,00,000
(Ninety Lakhs) Preference Shares of ?10/- each aggregating to Rs. 9,00,00,000/- (Rupees
Nine Crores only).
The said increase in the Authorized Share Capital of the Company and the subsequent
alteration in the Memorandum of Association was approved by the shareholders at their
Extraordinary General Meeting held on 02 August, 2023.
(ii) During the year under review, the Company made the following allotments:
(a) Presently, the stock options granted to the employees operate under NFL-Employee
Stock Option Plan 2018 (Plan 2018), Niyogin Employee Stock Option Plan 2019 (Plan
2019) and Niyogin Employees Stock Option Plan 2020 (Plan 2020). Pursuant to the Plan
2018, during the FY 2023, the Board issued and allotted 1,27,855 (One Lakh Twenty-Seven
Thousand Eight Hundred and Fifty- Five) stock options to the eligible employees (for
information pertaining to ESOPs, please refer Annexure to the Directors Report).
(b) Allotment and cancellation of equity shares pursuant to the Scheme - Kindly refer
to Scheme of Amalgamation Section.
Subsequent to the aforesaid allotments and cancellation, the issued and paid-up equity
share capital of the Company as on 31 March, 2023 stood at Rs. 94,33,93,250/- (Rupees
Ninety- Four Crores Thirty-Three Lakhs Ninety-Three Thousand Two Hundred and Fifty Only)
divided into 9,43,39,325 (Nine Crores Forty-Three Lakhs Thirty-Nine Thousand Three Hundred
and Twenty-Five) equity shares of Rs. 10/- (Rupees Ten Only) each.
15. DEPOSITORY SYSTEM:
The Companys equity shares are compulsorily tradable in electronic form. As on 31
March, 2023, 99.94% of the Companys total paid-up capital representing 9,42,85,525 equity
shares was in dematerialized form. In view of the benefits offered by the depository
system, members holding shares in physical mode are advised to avail the demat facility.
16. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:
Details of loans, guarantee and investments, if any, covered under the provisions of
Section 186 of the Act are provided in the notes to financial statements.
17. RELATED PARTY TRANSACTIONS:
All contracts/arrangement/transactions entered by the Company during FY 2023 with
related parties was in compliance with the applicable provisions of the Act and SEBI
Listing Regulations. Prior omnibus approval of the Audit Committee was obtained for all
related party transactions which are foreseen and of repetitive nature. A statement giving
details of all related party transactions was placed before the Audit Committee and the
Board of Directors for their approval/noting on a quarterly basis. Appropriate approvals
of the members were taken, as applicable pursuant to the SEBI Listing Regulations.
The particulars of contracts or arrangements with related parties as prescribed in Form
No. AOC-2 is annexed to this report. Details of related party transactions are given in
the notes to the financial statements.
The policy on materiality of related party transactions and on dealing with related
party transactions as approved by the Board is uploaded on the Companys 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 the
year under review, together with a certificate from M/s Mitesh J. Shah & Associates,
Practicing Company Secretary regarding compliance of the conditions of Corporate
Governance, as stipulated under SEBI Listing Regulations forms part of the Annual Report.
The Company is in full compliance with the requirements and disclosures that have to be
made in this regard.
19. DIRECTORS &KEYMANAGERIAL PERSONNEL:
(a) Directors:
As on 31 March, 2023, the Companys board consists of the following directors:
(i) Mr. Amit Vijay Rajpal - Chairman & Non-Executive, Non-Independent Director
(DIN: 07557866)
(ii) Mr. Gaurav Makarand Patankar - Non-Executive NonIndependent Director
(DIN: 02640421)
(iii) Mr. Tashwinder Harjap Singh - Managing Director designated as Chief Executive
Officer
(DIN: 06572282)
(iv) Ms. Subhasri Sriram - Independent Director (DIN: 01998599)
(v) Mr. Kapil Kapoor - Independent Director (DIN: 00178966)
(vi) Mr. Eric Michael Wetlaufer - Independent Director (DIN: 08347413)
(vii) Dr. Ashby Henry Benning Monk - Independent Director (DIN: 09441825)
In accordance with Section 152 and other applicable provisions of Act, Mr. Gaurav
Makarand Patankar (DIN: 02640421), Non-Executive Non-Independent Director retires by
rotation and being eligible, offers himself for re-appointment at the ensuing Annual
General Meeting. The Nomination and Remuneration Committee and the board commends his
re-appointment.
All the Directors have confirmed that they are not disqualified from being appointed as
directors in terms of Section 164(2) of the Act. In the opinion of the board, the
independent directors continue to fulfil the criteria prescribed for an independent
director as stipulated in Regulation 16(1)(b) of the SEBI Listing Regulations, Section
149(6) of the Act and are independent of the management of the Company.
The necessary resolution for re-appointment and the brief profile of Mr. Patankar has
been included in the notice convening the ensuing Annual General Meeting.
The details pertaining to the integrity, expertise, experience as well as proficiency
of independent directors have been provided in the Report on Corporate Governance. In the
opinion of the Board, the independent directors possess the requisite integrity,
experience, expertise and proficiency required under all applicable laws and the policies
of the Company. All the independent directors have registered their names in the database
maintained by the Indian Institute of Corporate Affairs and all the independent directors
have qualified the online proficiency self- assessment test who are not otherwise exempted
within the prescribed time.
(b) Key Managerial Personnel:
As on 31 March, 2023, the following persons are acting as the Key Managerial Personnel
(KMP) of the Company pursuant to Section 2(51) and 203 of the Act:
(i) Mr. Tashwinder Singh - Managing Director designated as Chief Executive Officer
(ii) Mr. Abhishek Thakkar - Chief Financial Officer (w.e.f. 09 November, 2022)
(iii) Ms. Neha Agarwal - Company Secretary & Compliance Officer
20. BOARD & COMMITTEE MEETINGS:
During the year under review, five (5) board meetings and five (5) audit committee
meetings were convened and held. The intervening gap between the meetings was within the
period prescribed under the Act.
The details on the number of board/committee meetings held are provided in the Report
on Corporate Governance, which forms part of this report.
21. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Act and SEBI Listing Regulations, the board has
carried out an annual performance evaluation of its own Board, its Committees and the
individual members of the Board (including the Chairperson). A structured questionnaire
was prepared after taking into consideration inputs received from the directors, covering
various aspects of the Boards functioning. The overall performance of the Board and
Committees of the Board was found satisfactory.
Further, the overall performance of Chairman, Executive Director and the Non-Executive
Directors of the Company was also found satisfactory. The review of performance was based
on the criteria of performance, knowledge, analysis, quality of decision making etc.
In addition to the above parameters, the board also evaluated fulfilment of the
independence criteria as specified in SEBI Listing Regulations by the independent
directors of the Company and their independence from the management. The evaluation
brought out the cohesiveness of the board, a Boardroom culture of trust and cooperation,
and boardroom discussions which are open, transparent and encourage diverse viewpoints.
Further details have also been explained in the Report on Corporate Governance.
22. DISCLOSURES BY DIRECTORS:
Based on the declarations and confirmations received in terms of provisions of the Act,
circular(s)/notification(s)/ direction(s) issued by the RBI and other applicable laws,
none of the directors on the board of the Company are disqualified or debarred from
appointment as Directors.
Declaration of independent directors
The independent directors have submitted their declaration of independence, as required
under Section 149(7) of the Act, stating that they meet the criteria of independence as
provided in Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. The
independent directors have also confirmed compliance with the provisions of rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating
to inclusion of their name in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding meeting the prescribed criteria of independence, after undertaking due
assessment of the veracity of the same as required under Regulation 25 of SEBI Listing
Regulations.
There has been no change in the circumstances affecting their status as independent
directors of the Company.
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 the
independent directors on various matters inter- alia covering the financial results,
periodic updates regarding the operations, risk management, treasury function, the
economic and regulatory environment, lending strategy, investor perceptions, customer
engagement or any other matter which the board needs to be apprised of, where Directors
get an opportunity to interact with the Companys management.
The details of familiarisation programmes for the directors are disclosed on the
Companys website and the weblink for the same is https://www.niyogin.com/investors
24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The board has, on the recommendation of the Nomination & Remuneration Committee
framed a Nomination & Remuneration policy. This policy inter alia provides:
(a) The criteria for determining qualifications, positive attributes and independence
of directors; and
(b) Policy on remuneration of directors, key managerial personnel and other employees.
The Policy is directed towards a compensation philosophy and structure that will reward
and retain talent. The Nomination & Remuneration Policy is stated in the Report on
Corporate Governance and is also available on the Companys website www.niyogin.com
25. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) of the Act and based on the
information provided by the management, the directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31 March,
2023, the applicable accounting standards and Schedule III of the Act, have been followed
and there are no material departures from the same;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at 31 March, 2023 and of the profit/
loss of the Company for the financial year ended 31 March, 2023;
(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
26. STATUTORY AUDITORS:
As per Section 139 of the Act, the members of the Company in its 33rd Annual
General Meeting held on 17 September, 2021 approved the appointment of M/s Pijush Gupta
& Co., Chartered Accountants (ICAI Firm Registration No. 309015E) as the Statutory
Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 33rd
Annual General Meeting till the conclusion of the 38th Annual General Meeting
of the Company subject to them continuing to fulfil the applicable eligibility norms. The
statutory audit report for the FY2023, is unmodified, does not contain any qualification
by the statutory auditor and forms part of the Annual Report. During the year under
review, the Auditors had not reported any matter under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility
norms and independence criteria as prescribed by RBI guidelines and the Act.
The statutory auditors have also confirmed adherence to the requirement of Para 8.3 of
the circular issued by RBI in respect of Appointment of Statutory Central Auditors
(SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs) dated 27 April, 2021.
27. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Mitesh J.
Shah & Associates, Practicing Company Secretary to undertake the Secretarial Audit of
the Company for the financial year ended 31 March, 2023 and Iserveu, material subsidiary
of the Company had appointed M/s Saroj Ray & Associates, Company Secretaries as its
secretarial auditor for the financial year ended March 31, 2023. The secretarial audit
reports forms part of the Annual Report. Further, pursuant to amendments under SEBI
Listing Regulations and SEBI circular dated 08 February, 2019, a report on secretarial
compliance as required under Regulation 24A was submitted to the stock exchanges as
obtained from M/s Mitesh J. Shah & Associates, Practicing Company Secretary for
FY2023. These reports do not contain any qualification, reservation or adverse remark or
disclaimer.
28. REQUIREMENT FOR MAINTENANCE OF COST RECORDS:
The cost records as specified by the Central Government under Section 148(1) of the
Act, are not required to be maintained by the Company.
29. PARTICULARS OF DEPOSITS:
The Company being a Non-Banking Financial Company - Non-Systemically Important
Non-Deposit taking Company has not accepted deposits during the year under review and
shall not accept any deposits from the public without obtaining prior approval of the
Reserve Bank of India (RBI). Accordingly, the disclosure requirements under Rule 8(5) (v)
and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
30. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has put in place adequate policies and procedures to ensure that the system
of internal financial controls is commensurate with the size and nature of the Companys
business. These systems provide a reasonable assurance in respect of providing financial
and operational information, complying with applicable statutes, safeguarding of assets of
the Company, prevention and detection of frauds, accuracy and completeness of accounting
records and ensuring compliance with corporate policies.
31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:
The Company has documented its internal financial controls considering the essential
components of various critical processes, both physical and operational. This includes its
design, implementation and maintenance along with periodic internal review of operational
effectiveness and sustenance, and whether these are commensurate with the nature of its
business and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business, including adherence to the
Companys policies, safeguarding of its assets, prevention of errors, accuracy and
completeness of the accounting records, timely preparation of reliable financial
information and prevention and detection of frauds and errors. Internal financial controls
with reference to the financial statements and compliance with the provisions of all
applicable laws were adequate and operating effectively.
32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT:
During the year under review, no instances of fraud committed against the Company by
its officers or employees were reported by the Statutory Auditors and Secretarial Auditors
under Section 143(12) of the Act to the audit committee or the board of directors of the
Company.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135 of the Act, your Company is not required to
contribute funds for CSR. However, as a part of good corporate governance along with an
intent to work for a social cause the Company has constituted a CSR Committee.
34. ANNUAL RETURN:
A copy of the annual return in the prescribed form MGT-7 as provided under Section
92(3) of the Act, is placed on Companys website www.niyogin.com
35. PARTICULARS OF EMPLOYEES:
As on 31 March, 2023, there were 98 employees on the payroll of the Company. During the
year, 1 employee employed throughout the year was in receipt of remuneration of Rs. 1
crore and 2 lakhs or more per annum and no other employee employed for part of the year
was in receipt of remuneration of Rs. 8.5 lakhs or more per month.
Details of top ten (10) employees in terms of the remuneration and employees in receipt
of remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, containing details prescribed under
Rule 5(3) of the said rules, which form part of the Directors Report, will be made
available to any member on request, as per provisions of Section 136(1) of the Act.
Details as required under Section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 containing,
inter alia, ratio of remuneration of directors and KMP to median remuneration of
employees, percentage increase in the median remuneration are annexed to this Report.
36. EMPLOYEE STOCK OPTION SCHEME:
The Company grants share-based benefits to eligible employees with a view to attract
and retain talent, align individual performance with the Companys objectives promoting
increased participation by them in the growth of the Company.
The stock options granted to the employees operate under various schemes. There has
been no variation in the terms of the options granted under any of the schemes and all the
schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SBEB Regulations) and the same has been certified by the Secretarial
Auditors of the Company. The Company has not issued any sweat equity shares or equity
shares with differential voting rights during the FY 2023.
A statement giving complete details as at 31 March, 2023, pursuant to regulation 14 of
SBEB Regulations are provided in Annexure to this report.
37. STATUTORY DISCLOSURES:
• The financial statements of the Company and its subsidiaries are placed on the
Companys website www.niyogin.com
• The directors responsibility statement as required by Section 134(5) of the
Act, appears in this report.
• There is no change in the nature of business of the Company during FY2023.
• A Cash Flow Statement for FY2023 is attached to the Balance Sheet.
• Pursuant to the legislation The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention
of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee.
The policy is available on the Companys website at www.niyogin.com. There was no case
reported during the year under review. Following is the detailed presentation of the same:
a) Number of complaints filed during the financial year: NIL
b) Number of complaints disposed of during the year: NIL
c) Number of complaints pending as on end of financial year: NIL
38. AUDIT COMMITTEE:
The details pertaining to the composition of the audit committee are included in the
Report on Corporate Governance Report.
39. RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
periodically discussed at the meetings of the Company.
40. VIGIL MECHANISM:
The Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the board of directors has formulated a Vigil Mechanism Policy which
is in compliance with the provisions of Section 177 (10) of the Act and regulation 22 of
the SEBI Listing Regulations.
The policy provides for a framework and process whereby concerns can be raised by its
employees against any kind of discrimination, harassment, victimization or any other
unfair practice being adopted against them. The details are included in the Report on
Corporate Governance.
41. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &
OUTGO:
A. Conservation of Energy: Nil
B. Technology Absorption: Nil
C. Foreign Exchange Earning: Nil
D. Foreign Exchange Outgo: Rs. 8,50,000/-
42. SECRETARIAL STANDARDS OF ICSI:
The Company has complied with the requirements of the applicable Secretarial Standards
as notified from time to time.
43. BUSINESS RESPONSIBILITY REPORT:
Regulation 34(2) of SEBI Listing Regulations, inter alia, provides that the annual
report of the top 1000 listed entities based on market capitalization (calculated as on 31
March of every financial year) shall include a Business Responsibility Report (BRR). As on
31 March, 2023, the Company is not amongst top 1000 listed entities, hence this is not
applicable.
44. ACKNOWLEDGEMENT:
The board places its gratitude and appreciation for the support and co-operation from
its members and various regulators.
The board also places on record its sincere appreciation for the commitment and hard
work put in by the management and the employees.
For and on behalf of the Board of Directors
Niyogin Fintech Limited
Tashwinder Singh
MD & CEO
DIN:06572282
Date: August 09, 2023
Place: Mumbai
+91-9892691696
