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 QuarterYearly
Date of Report31-03-2019
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)
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 Applicable14-09-201702-01-201960770



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
5MrASHOK DHIRAJLAL KANAKIAAGCPK9425B00738955Non-Executive - Independent DirectorNot Applicable14-02-20198110
6MrPAWAN KUMAR TODIABRPT4635J00590156Executive DirectorNot ApplicableMD01-11-2014110
7MrsSARIKA MEHRAAHCPM8008P06935192Executive DirectorNot Applicable24-09-2018100



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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.

 

TENURE OF DIRECTOR (IN MONTHS)

 

Mr. Ashok Dhirajlal Kanakia (00738955) has been appointed as an additional director of the Company with effect from 14th February, 2019. Thu, he holds office till the conclusion of the ensuing Annual General Meeting to be held on or before 30th September, 2019.  

 

 NUMBER OF DIRECTORSHIPS IN LISTED ENTITIES AND COMMITTEE MEMBERSHIPS OF AUDIT COMMITTEE, STAKEHOLDER RELATIONSHIP COMMITTEE - MR. ASHOK BHANDARI (DIN-00012210).

 

Mr. Ashok Bhandari (DIN-00012210) resigned from the Directorship of the Company with effect from 2nd January, 2019.Accordingly, the disclosure pertaining to his directorships in listed entities as well as his committee memberships, including NPR Finance Ltd - is based on the data prevailing at the time of his resignation on 02/01/2019.

 




Annexure 1

II. Composition of Committees

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

Annexure 1 Text Block

Textual Information(1)

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 DirectorMember22-05-201702-01-2019
300581581NANDLAL TODINon-Executive - Non Independent DirectorMember30-06-2006
401107480NITIN GUHANon-Executive - Independent DirectorMember27-07-2002
500738955ASHOK 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
101107480NITIN GUHANon-Executive - Independent DirectorChairperson30-10-2002
200403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorMember30-05-2012
300012210ASHOK BHANDARINon-Executive - Independent DirectorMember22-05-201702-01-2019
400738955ASHOK DHIRAJLAL KANAKIANon-Executive - Independent DirectorMember14-02-2019


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)Notes for not providing Date
112-11-2018
214-02-201993



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 metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committeeReson for not providing date
1Audit Committee14-02-2019Yes312-11-201893



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 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 30th May, 2019. 

 

The Audit Committee at its Meeting held on 14th February, 2019, 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 year ended 31.03.19

 

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 30th May, 2019. 

 

The Audit Committee at its Meeting held on 14th February, 2019, 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 year ended 31.03.19

 

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 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 at it's meeting held on 14.02.2019.

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".




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 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. DETAILS OF BUSINESS
 
There is a seperate heading on the website of the Company for each of the business sectors in which the Company is involed. 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 buisness 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 against Serial No. 6 of Annx II- Website of this Report. The Policy has also been disclosed in the Annual Report 2017-18, of the Company.

 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 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.

 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)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)NA
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 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance Certificate for the Financial Year 2018-19 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 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, 2019.

The Audit Committee at its Meeting held on 13th February, 2018, had accorded omnibus approval to pursue related party transactions for the financial year 2018-19, subject to the maximum threshold limit prescribed in the Regulations. Further, the Committee at its meeting held on 14th February, 2019, granted fresh omnibus approval to pursue related party transactions for the financial year 2019-20, 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 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 it's Board Meeting.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.

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 and role of risk management committee (Serial No. 16) of "Annx II - Annual Affirmations".


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
Date11-04-2019