General information about company

Scrip code530127
Name of the entityNPR FINANCE LTD
Date of start of financial year01-04-2016
Date of end of financial year31-03-2017
Reporting QuarterYearly
Date of Report31-03-2017
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 explanatory
Is there any change in information of board of directors compare to previous quarterNo



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory
Is there any change in information of committees compare to previous quarterNo



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)
114-11-2016
211-02-201788



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(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 Committee11-02-2017Yes3 members (2 Independent Directors & 1 Non-executive Promoter Director) & Secretary to the Audit Committee , were present at the meeting.14-11-201688



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)



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Textual Information(1)

The members at the 27th Annual General Meeting of the Company held on 21st September, 2016, 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 30th May, 2017. The same may also be reviewed by the Nomination and Remuneration Committee, if required.

 

The Audit Committee at its Meeting held on 11th February, 2016, 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 financial year ended 31.03.2017:

 

I. Remuneration Paid

 

II. Rent Paid

 

III. Loan Given

Textual Information(2)

The members at the 27th Annual General Meeting of the Company held on 21st September, 2016, 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 30th May, 2017. The same may also be reviewed by the Nomination and Remuneration Committee, if required.

 

The Audit Committee at its Meeting held on 11th February, 2016, 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 financial year ended 31.03.2017:

 

I. Remuneration Paid

 

II. Rent Paid

 

III. Loan Given




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)



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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 their meeting held on 11.02.2017.

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. However, the Annexure on the Composition of Committees, of this Corporate Governance Report is not permitting to mention the affirmation of voluntary compliance regarding the composition of this Committee, since the Company has chosen the option "Non applicable" against the particular "Risk Management Committee" under the General Info Annexure.




Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttp://www.nprfinance.com/history.aspx
2Terms and conditions of appointment of independent directorsYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=IDR&prmCtgType=S
3Composition of various committees of board of directorsYeshttp://www.nprfinance.com/committees.aspx
4Code of conduct of board of directors and senior management personnelYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=DCC&prmCtgType=S
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=WBVM&prmCtgType=S
6Criteria of making payments to non-executive directorsYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=NRP&prmCtgType=S
7Policy on dealing with related party transactionsYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=PRPT&prmCtgType=S
8Policy for determining ‘material’ subsidiariesYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=MSP&prmCtgType=S
9Details of familiarization programmes imparted to independent directorsYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=FPID&prmCtgType=S



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.nprfinance.com/contactus.aspx
11email address for grievance redressal and other relevant detailsYeshttp://www.nprfinance.com/contactus.aspx
12Financial resultsYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=QFR&prmCtgType=S
13Shareholding patternYeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=SP&prmCtgType=S
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityYeshttp://www.nprfinance.com/default.aspx
Disclosure of notes on website in terms of Listing Regulations explantory [Text Block]Textual Information(1)



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Textual Information(1)

I. Criteria for making payments to non-executive directors.

 The Criteria for making payments to non-executive directors forms part of the "Nomination and Remuneration Policy" of the Company whose website link has been provided against Serial No. 6 of Annx II- Website of this Report. The Policy has also been disclosed in the Annual Report 2015-16, of the Company.

 II. Policy for determining 'material' subsidiaries.

The Company has a Policy for determining Material Subsidiaries and the website link of the same has been provided against Serial No. 8 of Annx II- Website of this Report. As on date, the Company does not have any subsidiaries/ material subsisdiaries and therefore, the question of complying with the Corporate Governance Requirements with respect to subsidiary does not arise.

 III. New name and old name of the listed entity

The Company was incorporated as a Private LimitedCompany in the year 1989 in the name and style of NPR Finance  Pvt. Ltd. Subsequently in 1989, it was converted into a deemed Public Limited Company.




Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)Yes
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
20Approval for material related party transactions23(4)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided Textual Information(1)

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Textual Information(1)

I. Fees/Compensation

 The Non-Executive Directors of the Company are only paid sitting fees and no other fees/compensation is paid presently.

 II. Compliance Certificate.

 In terms of Regulation No. 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance Certificate for the Financial Year 2016-17 which is to be provided by the Chief Executive officer and the Chief Financial Officer, will be placed before the Board of Directors at the 1st Board Meeting of the Company, of the Financial Year 2017-18, to be held on or before 30th May, 2017.Thus, it will be complied in the next Annual Report.

 III. 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 30th May, 2017.

The Audit Committee at its Meeting held on 11th February, 2016, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

 

IV. Affirmation with compliance to Code of Conduct from members of Board of Directors and Senior Management Personnel.

 

In terms of Regulation No. 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the affirmation of compliance with the Code of Conduct of Board of Directors and Senior Management on an annual basis, will be placed before the Board of Directors at the 1st Board Meeting of the Company, of the Financial Year 2017-18,  to be held on or before 30th May, 2017.Thus, it will be complied in the next Annual Report.

V. Composition and Role of the 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.




Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be providedTextual Information(1)

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Textual Information(1)

The Company has a Policy for determining Material Subsidiaries.

As on date, the Company does not have any subsidiaries/ material subsidiaries and therefore, the question of complying with the Corporate Governance Requirements with respect to subsidiary does not arise.







Signatory Details

Name of signatorySARIKA MEHRA
Designation of personCompliance Officer
PlaceKOLKATA
Date12-04-2017