General information about company

Scrip code530127
NSE Symbol
MSEI Symbol
ISININE446D01011
Name of the entityNPR FINANCE LTD
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterQuarterly
Date of Report31-12-2018
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Is there any change in information of board of directors compare to previous quarterYes
Wether the listed entity has a Regular ChairpersonYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrNANDLAL TODIABNPT6269L00581581Non-Executive - Non Independent DirectorChairperson related to Promoter24-09-2018120
2MrRAJENDRA KUMAR DUGGARADUPD2495H00403512Non-Executive - Independent DirectorNot Applicable19-09-201460111
3MrNITIN GUHAADTPG1865F01107480Non-Executive - Independent DirectorNot Applicable19-09-201460121
4MrASHOK BHANDARIADUPB5894Q00012210Non-Executive - Independent DirectorNot Applicable14-09-201760770



Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrPAWAN KUMAR TODIABRPT4635J00590156Executive DirectorNot ApplicableMD01-11-2014110
6MrsSARIKA MEHRAAHCPM8008P06935192Executive DirectorNot Applicable24-09-2018100



Text Block

Textual Information(1)

Date of appointment in the current term.

 

Mr. Nandlal Todi (DIN-00581581) and Ms. Sarika Mehra (DIN-06935192) who retired by rotation at the 29th Annual General Meeting (AGM) held on 24th September, 2018, were re-appointed. Accordingly, the date of appointment in the current term is mentioned as 24th September, 2018 for these two directors.

 

In terms of Regulation 17(1A) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") effective from 1st April, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Accordingly, the members at the 29th Annual General Meeting held on 24th September, 2018, accorded approval through a special resolution for the continuation of directorship of Mr. Nandlal Todi (DIN-00581581) and Mr. Nitin Guha (DIN-01107480) who are more than 75 years of age.




Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)
Is there any change in information of committees compare to previous quarterYes

Annexure 1 Text Block

Textual Information(1)
CHAIRPERSON OF THE AUDIT COMMITTEE
 

Mr. Rajendra Kumar Duggar (DIN-00403512) is the regular Chairperson of the Audit Committee. However, he could not attend the previous meeting of the Committee held on 12/11/2018, due to unavoidable circumstances. Accordingly, the meeting was chaired by Mr. Nitin Guha (DIN-01107480), who is a Non-executive Independent Director.

NOMINATION AND REMUNERATION COMMITTEE.

The Remuneration Committee of the Company (which was constituted earlier in terms of clause 49 of the erstwhile Listing Agreement), was reconstituted as the Nomination and Remuneration Committee. 

STAKEHOLDERS RELATIONSHIP COMMITTEE.

The Share Transfer & Investor Grievance Committee (which was constituted earlier in terms of clause 49 of the erstwhile Listing Agreement), was reconstituted as the Stakeholders Relationship Committee. 

RISK MANAGEMENT COMMITTEE.

The Company is not required to have a Risk Management Committee. However, the Company has in place a Risk Management Committee which comprises of two members of the Board of Directors and one senior executive of the Company, who is not a member of the Board of Directors. The Committee is chaired by a member of the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE

 

The Company does not fall within the ambit of companies on whome CSR is applicable.Accordingly, the Company does not have a CSR Committee as, it is not required to constitute the same. However, this XBRL form is not providing "NA" option against the heading "Whether the Corporate Social Responsibility Committee has a regular Chairperson". Accordingly,  the option "No" has been selected against this field. 



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorChairperson28-01-2011
200012210ASHOK BHANDARINon-Executive - Independent DirectorMember22-05-2017
300581581NANDLAL TODINon-Executive - Non Independent DirectorMember30-06-2006
401107480NITIN GUHANon-Executive - Independent DirectorMember27-07-2002


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101107480NITIN GUHANon-Executive - Independent DirectorChairperson30-10-2002
200403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorMember30-05-2012
300012210ASHOK BHANDARINon-Executive - Independent DirectorMember22-05-2017


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101107480NITIN GUHANon-Executive - Independent DirectorChairperson27-06-2007
200581581NANDLAL TODINon-Executive - Non Independent DirectorMember30-05-2012
300590156PAWAN KUMAR TODIExecutive DirectorMember31-07-2001


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100581581NANDLAL TODINon-Executive - Non Independent DirectorChairperson28-07-2014
200590156PAWAN KUMAR TODIExecutive DirectorMember28-07-2014
301108114SHANKAR BIRJUKAMemberMember28-07-2014


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
101107480NITIN GUHAFAIR PRACTICE CODE COMMITTEENon-Executive - Independent DirectorChairperson
200581581NANDLAL TODIFAIR PRACTICE CODE COMMITTEENon-Executive - Non Independent DirectorMember
300590156PAWAN KUMAR TODIFAIR PRACTICE CODE COMMITTEEExecutive DirectorMember
401107480NITIN GUHAIT STRATEGY COMMITTEENon-Executive - Independent DirectorChairperson
500590156PAWAN KUMAR TODIIT STRATEGY COMMITTEEExecutive DirectorMember
606935192SARIKA MEHRAIT STRATEGY COMMITTEEExecutive DirectorMember
799999999ASHIM KARMAKARIT STRATEGY COMMITTEEMemberMember

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
107-08-2018
212-11-201896



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committee
1Audit Committee12-11-2018Yes307-08-201896



Text Block

Textual Information(1)
ATTENDANCE OF THE AUDIT COMMITTEE MEETING DATED 12/11/2018.
 

Mr. Rajendra Kumar Duggar (DIN-00403512) is the regular Chairperson of the Audit Committee. However, he could not attend the previous meeting of the Committee held on 12/11/2018, due to unavoidable circumstances. Accordingly, the meeting was chaired by Mr. Nitin Guha (DIN-01107480), who is a Non-executive Independent Director. Requisite quorum was present.




Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes on related party transactions Textual Information(1)
Disclosure of notes of material transaction with related partyTextual Information(2)


Text Block

Textual Information(1)

The members at the 29th Annual General Meeting of the Company held on 24th September, 2018, accorded approval/Ratification for various Related Party Transactions.

 

Information on Related Party transactions will be reviewed at the ensuing meeting of the Audit Committee to be held on or before 14th February, 2019. 

 

The Audit Committee at its Meeting held on 13th February, 2018, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

Nature of Related Party Transactions during the quarter and nine months ended 31.12.2018:

 

I. Remuneration Paid

 

II. Rent Paid

 

III. Loan Given/taken

 

IV. Purchase / Sale of Foreign Currency 

Textual Information(2)

The members at the 29th Annual General Meeting of the Company held on 24th September, 2018, accorded approval/Ratification for various Related Party Transactions.

 

Information on Related Party transactions will be reviewed at the ensuing meeting of the Audit Committee to be held on or before 14th February, 2019. 

 

The Audit Committee at its Meeting held on 13th February, 2018, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

Nature of Related Party Transactions during the quarter and nine months ended 31.12.2018:

 

I. Remuneration Paid

 

II. Rent Paid

 

III. Loan Given/taken

 

IV. Purchase / Sale of Foreign Currency 




Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatorySARIKA MEHRA
2DesignationCompliance Officer



Text Block

Textual Information(1)

This Report on Corporate Governance shall be placed at the ensuing Board Meeting of the Company. Further, the Report on Corporate Governance of the previous Quarter was placed before the Board of Directors at it's meeting held on 12.11.2018.

Risk Management Committee :

The Company is not required to have a Risk Management Committee. However, the Company has in place a Risk Management Committee which comprises of two members of the Board of Directors and one senior executive of the Company, who is not a member of the Board of Directors. The Committee is chaired by a member of the Board of Directors.

The Company has voluntarily complied with the constitution of the Risk Management Committee. Accordingly, the Company has chosen the option "Not applicable" against the particular "Risk Management Committee" under the General Info Annexure. Hence, the option "NA" has also been mentioned against compliance status on the Composition of the Risk Management Committee (Serial No. 5) of "Annx 1 - Affirmations".




Signatory Details

Name of signatorySARIKA MEHRA
Designation of personCompliance Officer
PlaceKOLKATA
Date10-01-2019