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NPR Finance Ltd.

BSE: 530127 Sector: Financials
NSE: N.A. ISIN Code: INE446D01011
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OPEN 29.00
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VOLUME 200
52-Week high 37.05
52-Week low 13.95
P/E 7.36
Mkt Cap.(Rs cr) 17
Buy Price 27.00
Buy Qty 20.00
Sell Price 29.00
Sell Qty 300.00
OPEN 29.00
CLOSE 28.80
VOLUME 200
52-Week high 37.05
52-Week low 13.95
P/E 7.36
Mkt Cap.(Rs cr) 17
Buy Price 27.00
Buy Qty 20.00
Sell Price 29.00
Sell Qty 300.00

NPR Finance Ltd. (NPRFINANCE) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors have pleasure in presenting the 28th Annual Report of theCompany together with Audited Accounts for the year ended 31st March 2017.

1. Financial Summary or Highlights.

The highlights of the financial performance of the Company for the financial year ended31st March 2017 as compared to the previous financial year are as under:-

Rs. in Lakhs
Particulars 2016-2017 2015-2016
Gross Profit before depreciation
interest and Tax 494.60 206.58
(Less) :Depreciation (65.68) (62.28)
(Less) : Interest (73.77) (18.26)
(Less) : Provision for Current Tax (79.08) (96.74)
Add/(Less) : Provision for Deferred Tax 17.79 12.01
Net Profit after tax 293.86 41.31
Add :Brought forward from previous year 1740.47 1705.59
Add/(Less) : Income Tax adjustment
of earlier years (6.01) 1.83
Profit available for appropriation 2028.32 1748.73
APPROPRIATIONS
Statutory Reserve under section 45 IA 58.77 8.26
of the Reserve Bank of India Act 1934.
Surplus Carried to balance sheet 1969.55 1740.47
Total 2028.32 1748.73

2. Dividend.

Company has registered Rs. 355.16 lakhs towards Profit before taxes during thefinancial year under review as against Rs. 126.04 lakhs during the previous financialyear. The rise in profit is by & large attributable to writing back of provisiontowards diminution in value of investment of Rs. 84.58 lakhs against provision made to thetune of Rs. 119.58 lakhs in the previous financial year.

The Company has scaled down its core business activity of financing three wheeler andthe Board of Directors (hereinafter referred to as "the Board") feels itnecessary to conserve the internal accruals and financial reserves of the Company so thatthe Company can exploit the opportunities to undertake suitable projects for improving theprofitability of the Company in the long run. Therefore your Board has decided not todeclare any dividend for the financial year under review.

3. The amount proposed to be carried to reserves.

The Company proposes to transfer Rs. 58.77 lakhs to the Statutory Reserve maintainedunder section 45 IA of the Reserve Bank of lndia Act 1934 out of the amount available forappropriation and an amount of Rs. 1969.55 lakhs is proposed to be retained in the profitand loss account.

4. Change in Share Capital.

During the year under review there has been no change in the Authorised or Paid-upShare Capital.

The Authorised Share Capital of the Company stands at Rs. 70000000/- divided into7000000 Equity Shares of Rs. 10/-each.

The Paid-up Share Capital of the Company is Rs. 59896000 divided into 5989600Equity Shares of Rs. 10/- each.

5. Listing.

The equity shares continue to be listed on the BSE Ltd. which has nation-wide terminalsand therefore shareholders/ investors are not facing any difficulty in trading in theshares of the Company from any part of the country. The Company has paid the annuallisting fee for the financial year 2017-18 to BSE Ltd.

6. Corporate Governance Report.

Your Company has been complying with all the requirements of the code of CorporateGovernance as specified by SEBI. A separate report on Corporate Governance is furnishedas a part of the Directors' Report and the certificate from the Company Secretary in wholetime practice regarding compliance of condition of Corporate Governance is annexed to thesaid Report.

7. Extract of the Annual Return.

The Extract of the Annual Return as on the financial year ended on 31stMarch 2017 in Form MGT-9 pursuant to section 92(3) of the Companies Act 2013(hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is appended to the Directors' Report in Annexure-I.

8. Number of Meetings of the Board.

The Board of Directors of the Company met four (4) times during the Financial Yearunder review. The details are provided in the Corporate Governance Report which is annexedto this Report.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Act and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)

Regulations 2015 ("Listing Regulations") was held on 15th March2017.

12. Directors' Responsibility Statement.

Pursuant to the provisions of Section 134 (3) (c) read with The Meetings were held inaccordance with the provisions of section 134 (5) of the Act the Directors hereby confirmand the Act Listing Regulations and the Secretarial Standard-1 state that: (SS-1).

9. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Compositionof the Audit Committee.

The Audit Committee of the Company comprises of three non-executive independentdirectors and one non-executive non-independent promoter director as on 31stMarch 2017. The Committee is chaired by a non-executive Independent Director Mr. NitinGuha (DIN- 01107480).

The detail of the same is morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met four (4) times and all suchmeetings were held in accordance with the provisions of the Act and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Further the Board of Directors have accepted all the recommendations of the AuditCommittee in the Financial Year 2016-17.

10. Composition of the Nomination and Remuneration Committee.

The Remuneration Committee which was constituted on 30/10/2002 was reconstituted asthe Nomination and Remuneration Committee at the meeting of the Board of Directors held on16th May 2014 pursuant to the requirements of Section 178 of the Act.

As on 31st March 2017 the Nomination and Remuneration Committee of theCompany comprises of three Non Executive Independent Directors.

The details of the Committee is provided in the Corporate Governance Report.

11. Composition of the Stakeholders Relationship Committee.

The Share Transfer and Investors Grievance Committee was reconstituted as theStakeholders Relationship Committee at the meeting of the Board of Directors held on 16thMay 2014 pursuant to the requirements of Section 178 of the Act. The Committee consistsof one Non - Executive Independent Director one Non-Executive Non- independent PromoterDirector and one Executive Non- independent Promoter Director.

The details of the Committee is provided in the Corporate Governance Report.

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures if any. b. TheDirectors have selected such accounting policies and have applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of the Financial Year ended on31st March 2017 and of the profit of the company for the year under review. c.The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities. d.The Directors have prepared the annual accounts on a going concern basis. e. The Directorshave laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and were operating effectively. f. The Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

13. Declaration by the Independent Directors.

Section 149(7) of the Act requires every independent director to give a declarationthat he meets the criteria of Independence defined in section 149(6) of the Act at thefirst Board Meeting of every financial year.

Accordingly the Statement of Declaration of Independence has been submitted by all theIndependent Directors.

14. Policy on Directors' Appointment & Remuneration.

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 entered into with the BSE Ltd. the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated a policyrelating to the remuneration for directors key managerial personnel and other employeeswhich has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat: a. The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully; b. The relationship of remuneration to performance is clear and meetsappropriate benchmarks; and c. The remuneration to directors key managerial personnel andsenior management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2016-17.

15. Auditor & Auditors' report. A. Statutory Auditor

In terms of section 139 of the Act if the statutory auditor of a listed company is anaudit firm it cannot be appointed/ reappointed for more than two terms of fiveconsecutive years. Further a period of three years time from the date of commencement ofthe act was provided to the companies to comply with the provision. The said period willexpire at the ensuing Annual General Meeting.

Therefore M/s R. P. Boobna & Co.(Firm Registration No. 304093E) CharteredAccountants of 209 A.J.C. Bose Road "Karnani Estate" 2nd FloorRoom No. 87 Kolkata 700 017 retire from the office of Statutory Auditor at the ensuingAnnual General Meeting.

Based on the recommendation of the Audit Committee your Board has accordingly proposedthe appointment of M/s Deoki Bijay & Co. (Firm Registration No. 313105E) CharteredAccountants of 213C Jabakusum House; 2nd Floor 34 Chittaranjan Avenue Kolkata 700012for a period of five years from the conclusion of the 28th Annual GeneralMeeting till the conclusion of the 33rd Annual General Meeting subject toratification thereof by the members at every Annual General Meeting at such remunerationas may be mutually agreed upon between the Board of Directors of the Company and theAuditor plus applicable Goods and Service Tax.

M/s Deoki Bijay & Co. has furnished a Certificate of Eligibility pursuant toSection 141 of the Act read with the Rules framed thereunder.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Niaz Ahmed (C.P. No. 5965 Membership No. 15555) Company Secretary inwhole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended 31st March 2017.

He has been further re-appointed by the Board of Directors at their meeting held on31.07.2017 on the recommendation of the Audit Committee to issue the Secretarial AuditReport for the Financial Year ended 31st March 2018.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure-II.

The Report of the Secretarial Audit Report does not contain any adverse remarks.

16. Particulars of Loans guarantees or investments under Section 186 of the Act.

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

17. Particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Act in the prescribed form.

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The Company has adhered to its "Policy on Related PartyTransactions and Materiality of Related Party Transactions" while pursuing allRelated Party transactions. During the year under review the Company has entered intomaterial related party transaction as defined in the Listing Regulations and/or section188 of the Act read with the Rules made thereunder.

The Audit Committee at its meeting held on 11th February 2016 had grantedomnibus approval in line with the Company's Policy on Related Party Transactions topursue related party transactions subject to a maximum threshold limit of Rs. 1 Crore pertransaction for Related Party Transactions that are repetitive in nature for thefinancial year 2016-17. The Committee has on a quarterly basis reviewed the details ofthe Related Party Transactions entered into by the Company pursuant to each omnibusapproval accorded. In terms of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 entered into by the Company with the BSELtd. and Notification dated

14th December 2015 as issued by the Ministry of Corporate Affairsregarding Companies (Meetings of Board and its Powers) Second Amendment Rules 2015 suchomnibus approval is valid only for one year.

Accordingly the Audit Committee at its Meeting held on 11th February 2017has accorded fresh omnibus approval to pursue related party transactions subject to amaximum threshold limit of Rs. 1 Crore per transaction for Related Party Transactions thatare repetitive in nature for the financial year 2017-18. The Committee on a quarterlybasis reviews the details of the Related Party Transactions entered into by the Companypursuant to each such omnibus approval accorded.

Further in terms of Regulation 23 of the Listing Regulations and section 188 of theAct the consent of the members shall be sought at the ensuing 28th AnnualGeneral Meeting for approval/ratification of various Related Party Transactions. All theMaterial Related Party Transactions entered in the ordinary course of business and atarm's length basis have been reported in Form No. AOC-2 by way of Annexure –III in terms of Section 134 of the Act read with the Rules made thereunder.

18. State of Company Affairs & Future Outlook.

As on 31st March 2017 the Company a Non-Systemically ImportantNon-Banking Financial (Non-Deposit Accepting or Holding) Company does not have anyoutstanding public deposits and the Company shall not accept in future and in theFinancial Year 2017-2018 any public deposit without obtaining the prior approval inwriting of the Reserve Bank of India. The Company's financial disbursement has gone downby Rs. 67.49 lakhs in comparision to the previous financial year. The reason behind thesame is continuous reduction in financing over last few years. Further the Company hasrecorded Rs. 64.37 lakhs towards recovery from bad debts as against Rs. 193.35 lakhsrecorded in the previous year. Similar to the previous financial year the Company isexpecting consistent profitability on account of interest income on inter-corporatedeposits given to related parties and others. The income from the Money Changing Businesswhich is operational in Kolkata has marginally gone up by 1.31% and the Company expectsconsistent but modest profitability from this area of business.

Gross Income from power generation has gone up by 24.39% in comparison to previousfinancial year on account of increase in power generation coupled with increase in tariffrate of power per unit by 15 paise. Further the Company has also booked income towardsreimbursement of Common power evacuation charges amounting to Rs. 28.03 lakhs. Subject tosuitable opportunity in the near future the Company will consider further expansion intothis avenue after doing the necessary evaluation.

During the period under review the Company has not generated any income from the RealEstate Division. However the Company is desirous to explore this arena in the nearfuture subject to suitable opportunities.

19. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

The Chennai Bhubaneswar and Kozhikode Branches of the Company have been closed witheffect from 26th May 2017 since the Company has stopped financing in suchareas over the past few years and therefore it is no longer viable to continue theOperation of the aforesaid Branches. Further the Kochi Branch has also been closed witheffect from 15th July 2017 in view of its unviable operations. No otherMaterial changes and commitments affecting the financial position of the Company haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

20. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 : a.Conservation of Energy

The Company has no activity relating to conservation of energy. b. TechnologyAbsorption

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity relating to Technology Absorption. Further the Company has notentered into any technology transfer agreement. c. Foreign Exchange earnings and outgo

The Company does not have any Foreign Exchange earnings and outgo during the periodunder review.

21. Risk Management Policy.

In terms of the Listing Regulations and in compliance with Section 134(3)(n) of theAct the Company has a Risk Management Policy which provides for the identificationtherein of elements of risk which in the opinion of the Board may threaten the existenceof the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of the Listing Regulations the Board ofDirectors is responsible for framing implementing and monitoring the Risk Management Planof the Company and has delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.

22. Policy on Corporate Social Responsibility (CSR) Initiatives.

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

23. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

The manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors is morefully described in the CorporateGovernance Report which is annexed to the Directors' Report.

24. Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of the Company in terms of Section 178 of theAct read with Rules made thereunder and the Listing Regulations is enclosed in

Annexure-IV.

25. Change in the nature of business.

There has been no change in the nature of business of the Company in the Financial Yearunder review.

26. Directors & Key Managerial Personnel. a. Independent Directors.

Mr. Ashok Bhandari (DIN-00012210) has been appointed as an Additional Director(Independent Non-executive Director) of the Company with effect from 22nd May2017. Accordingly he holds office till the conclusion of the ensuing Annual GeneralMeeting and has presented himself for appointment for a term of five years. He is aChartered Accountant having several years of rich and versatile experience in variousfields of operational management finance and taxation. His enriched experience andknowledge is expected to benefit the Company and would further add to the increasingdiversity of the Board which may lead to greater creativity innovativeness and qualitydecision making. All the remaining Independent Directors of the Company were re-appointedfor a term of five years at the 25th Annual General Meeting of the Company witheffect from 19th September 2014.

b. Non-Executive & Executive Directors- Non-independent.

Mr. Nandlal Todi (DIN-00581581) Non-Executive Non-independent Promoter Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. He is the relative of Mr. Pawan Kumar Todi(DIN-00590156) Managing Director of the Company.

Further the Board at its meeting held on 22nd May 2017 has granted itsapproval to revise the remuneration of Mr. Pawan Kumar Todi (DIN 00590156) ManagingDirector of the Company for his remaining tenure with effect from 1st June2017.

It is being proposed to make the office of Ms. Sarika Mehra (DIN-06935192) ExecutiveDirector & Company Secretary liable to retire by rotation with effect from theconclusion of the ensuing Annual General Meeting. c. Chief Financial Officer.

Mr. Ashok Kumar Shah is the Chief Financial Officer of the Company.

27. Names of Companies which have become or ceased to be the Company's subsidiariesjoint ventures or associate companies during the year under review.

The Company does not have any Subsidiary or associate companies (as defined in Section2(6) of the Act) nor is associated with any joint ventures and therefore the disclosurerequirement pursuant to Rule 8 of the Companies (Accounts) Rules 2014 is not applicablefor the Company.

28. Details of deposits which are not in compliance with the requirements of Chapter Vof the Act.

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on 31st March 2017.

29. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations.

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations.

30. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following: a. Transactions are executed in accordancewith the management's general or specific authorization; b. All transactions are promptlyrecorded in the correct amount in the appropriate accounts and in the accounting period inwhich they are executed so as to permit preparation of financial information within aframework of recognized accounting policies and practices and relevant statutoryrequirements if any; c. Accountability of assets is adequately maintained and assets aresafeguarded from unauthorized access use or disposition.

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion. A reference is made in this connection tothe CEO & CFO Certification which forms part of the Annual Report.

31. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary of the employees' alongwithEmployers' contribution to Provident Fund Bonus Leave Encashment have been considered.Gross Salary of the employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Nandlal Todi Paid Sitting Fees only
Arun Charan Mukherji Paid Sitting Fees only
Nitin Guha Paid Sitting Fees only
Rajendra Kumar Duggar Paid Sitting Fees only
Mr. Pawan Kumar Todi 15 times(approx.)
Ms. Sarika Mehra 14 times(approx.)

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Nandlal Todi -Paid Sitting Fees only
- Non-executive Director
Arun Charan Mukherji -Paid Sitting Fees only
- Non-executive Director
Nitin Guha -Paid Sitting Fees only
- Non-executive Director
Rajendra Kumar Duggar -Paid Sitting Fees only
- Non-executive Director
Mr. Pawan Kumar Todi 4.61%
- Managing Director
Ms. Sarika Mehra 10.37%
- Executive Director &
Company Secretary
Mr. Ashok Kumar Shah 9.12%
- Chief Financial Officer of
the Company

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been increase of 18.43 % in the median remuneration of the employees in theFinancial Year.

IV. The number of permanent employees on the rolls of the company.

As on 31st March 2017 there are 37 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparitive Parameter Amount (in Rs. )
Aggregate remuneration of
Key Managerial Personnel (KMP)
in the Financial Year 2016-17. 3502561
Total Revenue 411299107
Remuneration of KMP's as a
percentage of Total Revenue 0.85 %
Profit before tax 35515786
Remuneration of KMP's as a
percentage of Profit before Tax 9.86 %
Profit after tax 29386786
Remuneration of KMP's as a
percentage of Profit after Tax 11.92 %

VII. VARIATIONS IN :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars 31st March 31st March % Change
2017 2016 +/(-)
Market Capitalisation 105716440 77565320 36.29 %
(in Rs. )
Price Earnings Ratio 3.59 18.77 (80.85) %

B. Percentage change in the market quotations of the shares of the company incomparison to the rate at which the Company came out with the last public offer.

Particulars 31st March 27th Feb %
2017 1995 Change
(IPO issue)
Market Price (in Rs. ) 17.65 15.00 17.67 %

VIII. A. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year.

Percentile decrease in the Percentile decrease in the
salary in 2015-16 salary in 2016-17
22.28 9.64

On account of the closure of the Chennai Kochi Kozhikode and Bhubaneswar branches ofthe Company the number of employees have reduced in comparision to the previous year andhenceforth there was a percentile decrease in the salaries of employees.

B. Its comparison with the percentile increase in the managerial remuneration andjustification thereof.

In comparision to the aforesaid decrease of 9.64% of other employees the salary of theManagerial Personnel increased by 7.78%.

Aggregate salary of all the employees taken together reduced due to reduction in thenumber of employees on account of the closure of branches of the Company as mentionedabove. Increase in managerial remuneration was on account of annual increment.

C. Whether there are any exceptional circumstances for increase in the managerialremuneration.

There are no exceptional circumstances prevalent for increase in the managerialremuneration.

IX. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Pawan Kumar Todi -Managing Director Sarika Mehra -Executive Director & Company Secretary Ashok Kumar Shah -Chief Financial Officer
Remuneration of the Key 1349761 1280040 872760
Managerial Personnel (KMP) in the Financial Year 2016-17.
Total Revenue of the Company

411299107

Remuneration of KMP's as a percentage of Total Revenue 0.33 % 0.31 % 0.21 %
Profit before tax

35515786

Remuneration of KMP's as a percentage of Profit before Tax 3.80 % 3.60 % 2.46 %
Profit after tax

29386786

Remuneration of KMP's as a percentage of Profit after Tax 4.59 % 4.36 % 2.97 %

X. The key parameters for any variable component of remuneration availed by thedirectors.

The Variable Components of Remuneration broadly comprises of - Performance basedpromotion and bonus. The same also depends upon various factors including: their gradeindustry bench mark overall business performance.

Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors is also given due weightage.

Any annual increase in the remuneration of the Directors is at the sole discretion ofthe Board based on the recommendation of the Nomination and Remuneration Committee andsubject to such statutory approvals if any.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirm that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

32. Vigil Mechanism/Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment. Nopersonnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

33. Insider Trading.

The Company has put in place the following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015 and effective from 15th May 2015: a. Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation. b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

34. Transfer of amount to Investor Education and Protection Fund (IEPF).

There is no amount lying unpaid and unclaimed with the Company as on the date ofreporting.

35. Prudential Norms for NBFC'S.

Your Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy creditrating provisioning and all other requirements applicable for Non-Deposit TakingNon-Systematically Important NBFCs.

36. Green Initiative.

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. if shares are held in physical mode or with their Depository Participant if theholding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Ms. Sarika Mehra(DIN-06935192) Executive Director & Company Secretary of the Company.

In terms of Section 108 of the Act and Rule 20 of the Company's (Management andAdministration) Rules 2014 the Company is providing remote e-voting facility to all themembers to enable them to cast their votes electronically on all the resolutions set forthin the Notice.

37. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company is committed to the protection of women against sexual harassment. Theright to work with dignity are universally recognised human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women. In adherence to the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 read with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Rules 2013 theNPR Group has constituted an Internal Complaints Committee to look into the mattersrelating to sexual harassment at workplace.

Ms. Sarika Mehra (DIN-06935192) Executive Director & Company Secretary is thePresiding Officer of the Committee. In the event of any sexual harassment at workplaceany woman employee of the NPR Group may lodge complaint to Ms. Sarika Mehra in writing orelectronically through e-mail at : smehra@nprfinance.com

During the period under review no complaints were received by the Company in terms ofthe aforesaid act.

38. Management's Discussion and Analysis.

The Management's Discussion and Analysis Report in terms of the Listing Regulationsforms part of this Report.

39. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and stakeholders including but not limited toshareholders customers and suppliers among others. We place on record our appreciationof the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated: 31.07.2017 Arun Charan Mukherji
Chairman
DIN-00063975