General information about company

Scrip code530127
NSE Symbol
MSEI Symbol
ISININE446D01011
Name of the entityNPR FINANCE LTD
Date of start of financial year01-04-2019
Date of end of financial year31-03-2020
Reporting QuarterQuarterly
Date of Report31-12-2019
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 Applicable26-11-1950NA28-01-201117-09-20191201111
3MrNITIN GUHAADTPG1865F01107480Non-Executive - Independent DirectorNot Applicable01-11-1934Yes17-09-201927-07-200217-09-20191201121
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
6MrsSARIKA MEHRAAHCPM8008P06935192Executive DirectorNot Applicable21-10-1974NA28-07-201417-09-20191000



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Textual Information(1)

Date of re-appointment

 

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.

 

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.

 

Further, the tenure of Mr. Ashok Dhirajlal Kanakia(DIN-00738955) as an Additional Director (Non Executive & Independent Category) was expiring 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.   




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
200581581NANDLAL TODINon-Executive - Non Independent DirectorMember30-06-2006
301107480NITIN GUHANon-Executive - Independent DirectorMember27-07-2002
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
101107480NITIN GUHANon-Executive - Independent DirectorChairperson30-10-2002
200403512RAJENDRA KUMAR DUGGARNon-Executive - Independent DirectorMember30-05-2012
300738955ASHOK 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 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*
113-09-2019Yes63
212-12-201989Yes53



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Textual Information(1)

Date of meeting

The Companies (Indian Accounting Standards) Rules, 2015 (IND AS) is applicable to our Company for the accounting period beginning 1st April, 2019 onwards.



Pursuant to the relaxation provided vide SEBI Circular No. CIR/CFD/FAC/62/2016, dated 5th July, 2016, our Board Meeting for inter-alia, approval of Unaudited Financial Results for the quarter ended 30th June, 2019 & 30th September, 2019, was held on 13th September, 2019 & 12th December, 2019 respectively.

Attendance at the meeting

Mr. Nandlal Todi (DIN-00581581), Non-executive & Non-independent Director & also the regular Chairperson of the meeting - could not attend the meeting of the Board of Directors held on 12/12/2019 due to health issues. In his place, Mr. Rajendra Kumar Duggar (DIN-00403512), Non Executive & Independent Director, was appointed as the Chairperson of the meeting. All the remaining Directors attended the meeting.The Compostion of the Board & also the Quorum of the meeting - was adequate in terms of the SEBI(Listing Obligations & Disclosur Requirements) Regulations, 2015. 

 




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 Committee13-09-2019Yes43
2Audit Committee12-12-201989Yes33



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Textual Information(1)

Date of meeting

The Companies (Indian Accounting Standards) Rules, 2015 (IND AS) is applicable to our Company for the accounting period beginning 1st April, 2019 onwards.



Pursuant to the relaxation provided vide SEBI Circular No. CIR/CFD/FAC/62/2016, dated 5th July, 2016, our Board Meeting for inter-alia, approval of Unaudited Financial Results for the quarter ended 30th September, 2019, was held on 12th December, 2019. Accordingly, the Audit Committee Meeting for inter-alia, approval of Unaudited Financial Results for the quarter ended 30th September, 2019, was also held on 12th December, 2019.

Attendance of members at the Audit Committee

Mr. Nandlal Todi (DIN-00581581), Non-executive & Non-independent Director, could not attend the meeting of the Audit Committee held on 12/12/2019 due to health issues. All the remaining members - being 3 in number (all 3 are Indepenedent Directors) attended the meeting. Accordingly, the Quorum was adequate.




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 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.

Further, the members at the 30th Annual General Meeting of the Company held on 17th September, 2019, 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 quarter and nine months  ended 31.12.19

 I. Remuneration Paid

 II. Rent Paid

 III. Loan Given/taken

 IV. Purchase / Sale of Foreign Currency.

Textual Information(2)

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.

Further, the members at the 30th Annual General Meeting of the Company held on 17th September, 2019, 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 quarter and nine months  ended 31.12.19

 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 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 (i.e. quarter ended on 30/09/2019) was placed before the Board of Directors at its meeting held on 12.12.2019.

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".




Signatory Details

Name of signatoryRimpa Roy
Designation of personCompany Secretary and Compliance Officer
PlaceKolkata
Date13-01-2020