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 QuarterHalf Yearly
Date of Report30-09-2020
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 CEOYes
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 DirectorChairperson related to Promoter30-05-1931Yes17-09-201930-06-200617-09-20191020
2MrRAJENDRA KUMAR DUGGARADUPD2495H00403512Non-Executive - Independent DirectorNot Applicable26-11-1950NA28-01-201117-09-20191201122
3MrNITIN GUHAADTPG1865F01107480Non-Executive - Independent DirectorNot Applicable01-11-1934Yes17-09-201927-07-200217-09-201923-08-20201200000
4MrASHOK DHIRAJLAL KANAKIAAGCPK9425B00738955Non-Executive - Independent DirectorNot Applicable02-08-1953NA14-02-201917-09-2019601110



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
5MrPAWAN KUMAR TODIABRPT4635J00590156Executive DirectorNot ApplicableMD02-06-1953NA01-11-199417-09-20191010
6MsSARIKA MEHRAAHCPM8008P06935192Executive DirectorNot Applicable21-10-1974NA28-07-201430-09-20201000



Text Block

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) & Mr. Nitin Guha (DIN-01107480) - Non Executive & Independent Directors, were re-appointed by a special resolution at the 30th AGM held on 17/09/2019 for another term of 5 years.

 

However, Mr. Nitin Guha (DIN- 01107480), member of the board has expired on 23.08.2020. The intimation of the same was provide to the Company on 10.09.2020.
 

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
 
Due to the cessation of Mr. Nitin Guha (DIN- 01107480), he automatically ceased to hold the Directorship & Chairpersonship / Membership of Committees accross of the Board. Accordingly, "0" has been mentioned against his number of directorship, Committee membership & Committee Chairpersonship information columns of Annex 1- Comp. of BOD.
 
Mr. Rajendra Kumar Duggar (DIN-00403512) was appointed by the Board of Directors at its meeting held on 15/09/2020 - as a member and also the Chairperson of the Stakeholders Relationship Committee with effect from15th September, 2020 in place of Mr. Nitin Guha (DIN- 01107480).



Annexure 1

II. Composition of Committees

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

Annexure 1 Text Block

Textual Information(1)

AUDIT COMMITTEE.

Mr. Nitin Guha (DIN- 01107480), member of the committee, has expired on 23.08.2020.

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.

Post the expiry of Mr.  Nitin Guha (DIN-01107480), Mr. Ashok Dhirajlal Kanakia (DIN-00738955) Non-Executive and Independent Director, has been appointed as the Chairperson of the Nomination and Remuneration Committee with effect from 15.09.2020.

Further, Mr. Nandlal Todi (DIN-00581581), Non-Executive and Non-Independent Director, has been appointed as a member of the Committee with effect from 15.09.2020.

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. 

Mr. Rajendra Kumar Duggar (DIN-00403512), Non-Executive and Independent Director, has been appointed as a member and also the Chairperson of the Stakeholders Relationship Committee with effect from 15.09.2020, in place of Mr. Nitin Guha (DIN- 01107480), who has expired.

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 whom 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.

 

FAIR PRACTICE CODE COMMITTEE AND IT STRATEGY COMMITTEE

 

Mr.  Nitin Guha (DIN-01107480) was a member and also Chairperson of the Fair Practice Code Committee and the IT Strategy Committee. He expired on 23.08.2020. In this conenction, Mr. Pawan Kumar Todi (DIN-00590156), Managing Director, has been appointed as the Chairperson of the Fair Practice Code Committee in place of Mr. Nitin Guha (DIN-01107480) with effect from 15.09.2020. In the IT Strategy Committe, post the expiry of Mr.  Nitin Guha (DIN-01107480), there was no regular Chairperson in his place  as on 30/09/2020. Subsequently, with effect from 12.10.2020, Mr. Ashok Dhirajlal Kanakia (DIN-00738955), Non-Executive and Independent Director, has been appointed as a member and also the Chairperson of the IT Strategy Committee.



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
301107480NITIN GUHANon-Executive - Independent DirectorMember27-07-200223-08-2020
400738955ASHOK 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
401107480NITIN GUHANon-Executive - Independent DirectorChairperson30-10-200223-08-2020


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
401107480NITIN GUHANon-Executive - Independent DirectorChairperson27-06-200723-08-2020


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
100581581NANDLAL TODIFAIR PRACTICE CODE COMMITTEENon-Executive - Non Independent DirectorMember
200590156PAWAN KUMAR TODIFAIR PRACTICE CODE COMMITTEEExecutive DirectorChairperson
300590156PAWAN KUMAR TODIIT STRATEGY COMMITTEEExecutive DirectorMember
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 explanatoryTextual Information(1)
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*
131-07-2020Yes63
215-09-202045Yes32



Text Block

Textual Information(1)
Mr. Pawan Kumar Todi (DIN-00590156) and Mr. Nandlal Todi (DIN-00581581) could not attend the meeting of the Board of Directors held on 15.09.2020 due to the demise of their relative on 14.09.2020.



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
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 Committee31-07-2020Yes43
2Audit Committee15-09-202045Yes22



Text Block

Textual Information(1)
Mr. Nandlal Todi (DIN-00581581), member of the Audit Committee could not attend the meeting of the Committee held on 15.09.2020 due to demise of his relative on 14.09.2020.



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 Audit Committee at its Meeting held on 13th February, 2020, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

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

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

Related Party Transactions during the period ended 30.09.2020 pertains to : availing / rendering of services; Remuneration Paid, Rent paid, Loan given/taken, etc.

 

Textual Information(2)

The Audit Committee at its Meeting held on 13th February, 2020, has accorded fresh omnibus approval to pursue related party transactions subject to the maximum threshold limit prescribed in the Regulations.

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

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

 Nature of Related Party Transactions during the half year ended 30.09.2020

 I. Remuneration Paid

 II. Rent Paid

 III. Loan Given/taken

 




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



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.

The Company shall appoint an Independent and Non-Executive Director due to the demise of Mr. Nitin Guha (DIN- 01107480).

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 III

III. Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting20(3) Yes
5Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes
Any other information to be provided




Annexure III

1Name of signatoryRIMPA ROY
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryRIMPA ROY
Designation of personCompany Secretary and Compliance Officer
PlaceKOLKATA
Date13-10-2020