General information about company

Scrip code530127
NSE Symbol
MSEI Symbol
ISININE446D01011
Name of the entityNPR FINANCE LTD
Date of start of financial year01-04-2020
Date of end of financial year31-03-2021
Reporting QuarterYearly
Date of Report31-03-2021
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearAny other



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)
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber 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 DirectorNot Applicable30-05-1931Yes17-09-201930-06-200617-09-20191020
2MrRAJENDRA KUMAR DUGGARADUPD2495H00403512Non-Executive - Independent DirectorChairperson26-11-1950NA28-01-201117-09-20191201122
3MrASHOK DHIRAJLAL KANAKIAAGCPK9425B00738955Non-Executive - Independent DirectorNot Applicable02-08-1953NA14-02-201917-09-20191201110
4MrPAWAN KUMAR TODIABRPT4635J00590156Executive DirectorNot Applicable02-06-1953NA01-11-199417-09-20191010



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber 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
5MsSARIKA MEHRAAHCPM8008P06935192Executive DirectorNot Applicable21-10-1974NA28-07-201430-09-20201000



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Textual Information(1)
 

Date of Re-appointment & Cessation

 

Mr. Pawan Kumar Todi (DIN-00590156) has been re-appointed at the 30th Annual General Meeting (AGM) held on 17/09/2019 as the Managing Director for a period of three (3) years with  effect from 01/11/2019.

 

Ms.  Sarika Mehra (DIN-06935192) has been re-appointed at the 30th Annual General Meeting (AGM) held on 17/09/2019, as the Whole-time Director for a period of three (3) years with  effect from 19/09/2019. Further, her office was liable to retire by rotation at the AGM held on 30/09/2020 - where she was re-appointed.

 

In terms of the provisions of the Companies Act, 2013 readwith the Rules made thereunder and the SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Rajendra Kumar Duggar (DIN-00403512) - Non Executive & Independent Director, was re-appointed by a special resolution at the 30th AGM held on 17/09/2019 for another term of 5 years.

 

Further, the tenure of Mr. Ashok Dhirajlal Kanakia(DIN-00738955) as an Additional Director (Non Executive & Independent Category) expired at the 30th AGM. He was accordingly, appointed as a Director (Independent & Non Executive) for a term of 5 years at the 30th AGM held on 17/09/2019.  
 
 Chairpersonship & Membership
 
Mr. Rajendra Kumar Duggar (DIN-00403512) was appointed  as the Chairperson of the Board of Directors with effect from 13/11/2020.



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)

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.



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
200581581NANDLAL TODINon-Executive - Non Independent DirectorMember30-06-2006
300738955ASHOK DHIRAJLAL KANAKIANon-Executive - Independent DirectorMember14-02-2019


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
100738955ASHOK DHIRAJLAL KANAKIANon-Executive - Independent DirectorChairperson14-02-2019
200403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorMember30-05-2012
300581581NANDLAL TODINon-Executive - Non Independent DirectorMember15-09-2020


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
100403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorChairperson15-09-2020
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 Chairperson
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
100581581NANDLAL TODIFAIR PRACTICE CODE COMMITTEENon-Executive - Non Independent DirectorMember
200590156PAWAN KUMAR TODIFAIR PRACTICE CODE COMMITTEEExecutive DirectorChairperson
300590156PAWAN KUMAR TODIIT STRATEGY COMMITTEEExecutive DirectorChairperson
406935192SARIKA MEHRAIT STRATEGY COMMITTEEExecutive DirectorMember
599999999ASHIM 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)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
113-11-2020Yes52
212-02-202190Yes52



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee13-11-2020Yes32
2Audit Committee12-02-202190Yes32



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 31st Annual General Meeting of the Company held on 30th September, 2020, accorded approval/Ratification for various Related Party Transactions.

Further, the Audit Committee at its Meeting held on 12th February, 2021, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

Information on Related Party transactions will be reviewed at the ensuing meeting of the Audit Committee. 

 Nature of Related Party Transactions during the period ended 31.03.2021:

 I. Remuneration Paid

 II. Rent Paid

 III. Loan Given/taken

IV. Availing / rendering of services; etc.

Textual Information(2)

The members at the 31st Annual General Meeting of the Company held on 30th September, 2020, accorded approval/Ratification for various Related Party Transactions.

Further, the Audit Committee at its Meeting held on 12th February, 2021, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

Information on Related Party transactions will be reviewed at the ensuing meeting of the Audit Committee. 

 Nature of Related Party Transactions during the period ended 31.03.2021:

 I. Remuneration Paid

 II. Rent Paid

 III. Loan Given/taken

IV. Availing / rendering of services; etc.




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 500 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 signatoryRIMPA ROY
2DesignationCompany Secretary and Compliance Officer



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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.

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".




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/financing.aspx ; http://www.nprfinance.com/moneychanging.aspx ; http://www.nprfinance.com/powergeneration.aspx ; http://www.nprfinance.com/realestate.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 transactionsYeshttps://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
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityYeshttp://www.nprfinance.com/default.aspx
17Advertisements as per regulation 47 (1)Yeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=NSP&prmCtgType=S
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeshttp://nprfinance.com/showreport.aspx?prmRsCtg=STKH&prmCtgType=S
21Materiality Policy as per Regulation 30Yeshttp://www.nprfinance.com/showreport.aspx?prmRsCtg=PDMIE&prmCtgType=S
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctYeshttp://nprfinance.com/showreport.aspx?prmRsCtg=CERT.&prmCtgType=S
Disclosure of notes on website in terms of Listing Regulations explantory [Text Block]Textual Information(1)


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Textual Information(1)

I. DETAILS OF BUSINESS

 

There is a separate heading on the website of the Company for each of the business sectors in which the Company is involved. Therefore accordingly, 4 weblinks have been provided against the particulars on : Details of business(Sl. No. 1. of Annx II-Website), wherein, each weblink explains the respective sectoral business line of the Company.   

 

 

II. 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 in Serial No. 6 of Annx II- Website of this Report.

 III. Policy for determining 'material' subsidiaries.

The Company has a Policy for determining Material Subsidiaries and the website link of the same has been provided in Serial No. 8 of Annx II- Website of this Report. 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.

 IV. New name and old name of the listed entity.

The Company was incorporated as a Private Limited Company 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), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)NA
23Meeting of Risk Management Committee21(3A)NA
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)Yes
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)NA
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy 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. Review of Compliance Reports.

 

In terms of Regulation 17(3) of the  Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Compliance Reports pertaining to quarter ended 31.03.2021 will be reviewed by the Board at its ensuing Board Meeting. The Compliance Reports pertaining to the earlier quarters has been reviewed by the Board of Directors at the respective Board Meetings.

 

II. Fees/Compensation.

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

 III. Compliance Certificate.

In terms of Regulation 17(8) of the Listing Regulations, the Compliance Certificate for the Financial Year 2020-2021 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 Board Meeting of the Company. Thus, it will be complied in the Annual Report of 2020-2021.

IV. 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.


Annexure II

1Name of signatoryRIMPA ROY
2DesignationCompany Secretary and Compliance Officer



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.





Annexure II

1Name of signatoryRIMPA ROY
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryRIMPA ROY
Designation of personCompany Secretary and Compliance Officer
PlaceKOLKATA
Date13-04-2021