The Reserve Bank of India (RBI) has issued guidelines on Fair Practices Code for Non Banking Finance Companies (NBFCs) thereby setting standards for fair business and corporate practices while dealing their customers. In accordance with notification issued by the Reserve Bank of India through circular no. RBI/2006-07/138 DNBS (PD) CC No. 80/03.10.04/2005-06 dtd. September, 28th 2006, the company has formulated this fair code practices to lay down the following procedures/ practices in dealing with its customers. The company shall adopt all the best practices prescribed by the RBI from time to time and shall make appropriate modification(s), if any necessary to this code to confirm the standards so prescribed.

The company will ensure that implementation of fair practices code is the responsibility of entire organization. Its commitment to fair practice code will be demonstrated in terms of accountability, training, counseling, monitory and auditing programmes and even through internal controls and by using technology at the optimal extent.

This code has been made pursuant to Reserve Bank of India (RBI)'s, circular RBI / 2011-12 / 470 DNBS. CC. PD. No. 266 / 03.10.01 / 2011-12 dated 26.03.2012 issued to Non-Banking Financial Companies (NBFCs), the Board of Directors of the company have adopted an amended Fair Practice Code (FPC) as detailed below:

This code sets minimum fair practice standards for the company to follow and it provides assurance and information to the customers in its dealing with them.

The Board of Directors have approved and adopted this code on 24th April, 2012.

The company is mainly engaged in the business of Investment activities and registered as NBFC under Investment Category with RBI. The official language for all communications with in the company or with third parties shall be in English.

1. The company is neither into the business of NBFC - micro finance institutions (MFI)*, nor it shall foray into NBFC - MFI business as per Non Banking Finance Institution (Reserve Bank) Directions, 2011.

2. The company shall not foray into money lending business against Gold/ Gold jewellary.

3. The company shall not venture into the business of lending money for buying vehicles.

The code has been developed with an objective of

(a) Ensuring fair practices while dealing with the company's functioning.

(b) Greater transparency enabling company's commitment in a better understanding of the product and taking informed decisions.

(c) In accordance with the prevailing statutory and regulatory requirements, with due focus on efficiency and corporate governance principles - all of which form part of the Company's approved investment policy.

(d) Increase in transparency through requisite disclosure by the company as prescribed by the Reserve Bank of India from time to time.

The surplus funds available with the Company shall be invested in the following manner:

1. The Surplus shall be invested in various mutual fund schemes of various mutual funds/ shares of other Companies through Portfolio Management Services, investment in Equity Shares / Debentures of other Companies through IPO’s and by way of purchase through secondary market.

2. The surplus if any left shall be placed as deposits with Baldota Group/ outside Companies.

3. Placement of Deposits in the Companies other than group companies shall be done with those companies only which has been given top rating by any of the credit rating agencies i.e. CRISIL, ICRA, CARE, FITCH.

4. No funds of the Company shall be diverted towards speculative business.

5. No funds should be borrowed from outside, just for the purpose of investment in mutual funds or purchase of shares of other Companies or for placing money in deposits of other Companies.

1. The Investment proposal shall be placed by the Authorized/Principal Officer for approval of the Board. The status of investment made as on date shall be put before the Board of Directors for its review in the ensuing Board Meeting

2. All the securities/Investment receipts shall be kept in safe custody of the Principal Officer of the Company.

3. All the Investments shall be made under the signature of Director after Principal Officer or person specifically authorized in this regard by the Board has furnished detailed analysis to enable the Board of Directors to take decision.

1. The Company has framed suitable grievance redressal mechanism to resolve grievances / complaints arising in the investment activities of the Company. All disputes arising out of the decisions of the company would be disposed of at the next higher level.

2. The company has designated its Authorised / Principal Officer as the compliance officer to ensure compliance of FPC.

A review of compliance of the Code and the functioning of the Grievance Redressal Mechanism would be done by the Board of Directors periodically.

The company shall treat all personal information of its investors' as private and confidential and will not reveal any information to any other entity other than for regulatory/statutory compliances.

The Board may amend the Provisions of this Code from time to time. This Fair Practices Code will be available on the website of "Vijayanagar Industrial Credits Limited" - www.vicl.in, for the information of its various stakeholders. All changes in the scope of the code will be updated in the aforementioned website, with an approval of Board of Directors of the Company.

An NBFC - MFI is defined as a non-deposit taking NBFC (other than a company licensed under Section 25 of the Indian Companies Act, 1956) that fulfils the following conditions:

i. Minimum Net Owned Funds of Rs. 5 Crore. (For NBFC -MFIs registered in the North Eastern Region of the country, the minimum NOF requirement shall stand at Rs. 2 Crore).

ii. Not less than 85% of its net assets are in the nature of "qualifying assets".