To,

Members of

Viji Finance Limited

The Directors are pleased to present the 23^rJ Annual Report on the business' and operation of the Company together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31,2017.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED AUDITED FINANCIAL STATEMENTS

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

(Rupees in Lakhs)

The Company is engaged in a fast growing section NBFC where the demand of the finance is increasingly rapidly. During the financial year company has achieved total income of Rs. 160.73 Lacs in comparison to previous year's total income of Rs. 137.03 Lacs on standalone basis and earned net profit of Rs, 60.62 Lacs in comparison to previous year's net profit of Rs. 34.42 LaCS, Net profit of the company has been increased by 76.12%.

1.2 CHANGE IN NATURE OF BUSINESS

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

1.3 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2017 stood at 7.50 Crores. During the year under review Company has passed special resolution for sub division of equity Shares from the face value of Rs.10/- per share to face value of Re. l/- per share in Extra Ordinary General Meeting held on Saturday 08th October, 2016. With effect from 25th October, 2016 face value of the shares has been changed from Rs. 10/- each to Re 1/- each. Also, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2017, none of the Directors of the company hold 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 required under Section 92 of the Companies Act, 2013, is annexed as Annexure - A and forms an integral part of this Report

3. NUMBER OF MEETINGS OF THE BOARD, ITS COMMIITTEES & AGM

The details of the number of meetings of the Board and its committee held during the Financial Year 2016-17 forms part of the Corporate Governance Report. Further Annual General Meeting of the Company for financial year was held on 26^l)1 September, 2016.

4. DIVIDEND

Looking at the consistent performance of the company, your Directors are pleased to recommend a final dividend of 1 % on the equity shares i.e. Re. 0.01/- per Equity Share of face value Re. 1/- each aggregating to Rs. 7.50 lacs for financial year 2016-17 subject to Approval of the members in ensuing Annual General Meeting.

5. AMOUNTS TRANSFERRED TO RESERVES

Being a Non Banking Finance Company, 20% of the profit Le Rs. 12,12,502/- has been transferred to statutory reserve of the company. Further during the year the Board of the company has carried Rs 44,96,080/- to surplus account.

6. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

However, being a Norik-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 of the Companies Act, 2013, are not applicable to the Company.

UNSECURED LOAN FROM DIRECTOR

Further Company has received unsecured loan amounting Rs.2,89,60,390/- from Mr. Vijay Kothari director of the Company and details of the same has been disclosed in notes to the financial statement.

7. RBI NORMS

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India (RBI) pertaining to capital adequacy, statutory liquidity ratio etc. and further company is not having non-performing assets as on 31March, 2017. Certificate from statutory auditors for complying the prudential norms for NBFC is attached with Audit report.

7.1 KNOW YOUR CUSTOMER AND ANTI MONEY LAUNDERING MEASURE POLICY

Your board ha.4 approved the Know Your Customer and Anti Money Thundering Policy (KYC and PMLA Policy) in accordance with RBJ Guidelines. Company also adheres to the compliance requirement in terms of the said policy including monitoring and reporting of cash and suspicious transactions. There were no suspicious transactions noticed d u ring the period.

7.2 FAIR PRACTICE CODE:

Your company bps in place a fair practice code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the- customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

8. SUBSIDIARIES COMPANIES, JOINT VENTURE OR ASSOCIATES COMPANIES

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

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.vijifinance.com. Further, audited financial statements together with related information and other repeats pf each of the subsidiary companies have also been placed on the website of the Company at www.viiifinance.com.

In terms of Section \% of the Companies Act, 2013 ('the Act'), financial statement?: of the subsidiary companies are not required to he sent to the members of the Company.

The Company shall provide a copy of the annual accounts of its subsidiary companies to the members of the Company on their request. The annual accounts of its subsidiary companies will also be kept open for inspection at the registered office of the Company during business hours.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statement, your directors provide the Audited Consolidated Financial statements in the Annual

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri IVlanish 'I ambi , Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for reappointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting,

During the year under review, there was no change in the Board of Directors of the Company. The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

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

11. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

12-DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation if in of the annual accounts,, the applicable accounting standards have been followed and there are no material departures in adoption of these standards;

ii. the Directors have selected such accounting policies and applied them consistently anti made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the slate of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care 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;

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 the Company and such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of 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 disclosed at web link of the Company; http:/ / vijifina nee, com/wp-con tent/ uploads/2(n 7/04/ New-Familiarization Programme for Independent Directors.pdf

14, MELTING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year as on 14^th February, 2017. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

15-COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Shri Suresh Singh Jain (Chairman), Ms. Roshani Maheshwari and Shri Hiren Kamdar, as Members, The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Hoard are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

(iii) Finance Committee

(iv) Sub; Committee of Directors

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees arc given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

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

The Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India |Listing Obligations and Disclosure Requirements), Regulations 2015 ("SFTFL Listing Regulations").

The performance of the directors was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness! of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and 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'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Ban king Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan 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 of investments made by the Company are given in the Notes to the Financial Statement.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business pursuant to I he provisions of Station 188 of the Companies Act, 2033 and the Rules made there under. Further disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as Annexure C.

The Details of the related party transactions as required under Accounting standard -18 are set out in Note 34 to the financial statement forming part of this Annual Report.

All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.

The policy on Related Party Transactions as approved by the Board of Directors has boon uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under ;

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

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

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable,

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure 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 TO THE FINANCIAL STATEMENTS.

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of; its operations; the internal and operational audit is entrusted to M/s. Shy am Nagori & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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

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

2T CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

22. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act 2013 read with the Rules issued there under and the SRBT (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy of the company is annexed as Annexure-D and forms an integral part of this report.

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

None of the employee of the company is drawing more than Rs.1,02,00,000/- per annum or Rs.8,50,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3] of Companies [Appointment and Remuneration of Managerial Personnel) Rules 20 14 are not applicable, during the year under review. Further none of the Director has drawn any commission or remuneration from its subsidiary companies i.e. Viji Housing Finance Limited & S.L. Developers Pvt. Ltd. as provided 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 SEBJ (listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the practicing Company Secretary confirming compliance forms an integral part of this Report.

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

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web link:- http://vijifinance.com,cp-in-5.webhostbox.net/wp-content/uploads/2016/12/Whistlc-Blower.pdf. No Person has been denied access to the Audit Committee,

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

There are no significant and material orders passed by the Regulators/Courts that 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 has appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary, to Conduct Secretarial Audit of the company. The Secretarial Audit report is annexed as ANNEXURE-F and forms an integral part of this Report. Further, the report is self explanatory and do not call for any further comments.

27. STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s Spark & Associates, Chartered Accountants (Firm Registration No.0053l3C) were appointed as statutory auditors of the Company from the conclusion of the 21 annual general meeting (AGM) of the Company held on 17.09.2015 till the conclusion of the 24'¹' AGM to be held in the year 2018, subject to ratification of their appointment at every AGM.

M/s. Spark & Associates, Chartered Accountants {Firm Registration !\^To,005-313C) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for rati Mcation for the financial year 2017-1 S. As required under the provisions of Section 139 of the Companies Act, 2013, die Company has obtained written Confirmation from M/s, Spark & Associates; Chartered Accountants for their appointment, if made, would be in conformity with the limits specified in the said Section

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-ex pi an a tow and does not contain any qualification, reservation or adverse remark or disclaimer.

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

28. INTERNAL AUDITORS

The Board has appointed M/s. Shyam Nagori & Company, Chartered Accountant, as Internal Auditor of the company and takes his suggestions and recommendations to improve and strengthen the internal control systems. If is scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

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

29. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

30. CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the Whole Time Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial

31. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

Your Company has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, which has been effective from 15^r May, 2015. The Details of the said code is available on website of the Company at the web link httpr/Mifinance.coni.co-in-5.webhostbox.net/wp-content/ualo3ds/2016/12/Fair-Disclosure -viji.pdf

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

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

33. MATERIAL CHANCES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report.

34. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDKESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of 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 Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

36. LISTING OF SHARES

It's a matter of pleasure that the equity' shares of the company got listed on National Stock Exchange of India Limited w.e.f 11^th day of July, 2016. Further, shares of the company are also listed on Bombay Stock Exchange Limited & Kolkata Stock Exchange. The company has to pay annual listing fee for financial year 2017-18 for stock exchanges.

37. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance never for any claims/losses arising out of its core business of security broking.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations &: Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2017.

39. DEPOSITORY SYSTEM

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

40. INDUSTRIAL RELATIONS:

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

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

Place: Indore For and on behalf of the Board of Directors

VIJI FINANCE LIMITED

Vijay Kothari Manish Tambi

Director Whole Time Director

DIN : 00172878 DIN: 0017283