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NPR Finance Ltd.

BSE: 530127 Sector: Financials
NSE: N.A. ISIN Code: INE446D01011
BSE 00:00 | 28 May 7.51 0.10
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NSE 05:30 | 01 Jan NPR Finance Ltd
OPEN 7.51
PREVIOUS CLOSE 7.41
VOLUME 1260
52-Week high 23.15
52-Week low 7.41
P/E 3.41
Mkt Cap.(Rs cr) 5
Buy Price 7.51
Buy Qty 1196.00
Sell Price 8.11
Sell Qty 1.00
OPEN 7.51
CLOSE 7.41
VOLUME 1260
52-Week high 23.15
52-Week low 7.41
P/E 3.41
Mkt Cap.(Rs cr) 5
Buy Price 7.51
Buy Qty 1196.00
Sell Price 8.11
Sell Qty 1.00

NPR Finance Ltd. (NPRFINANCE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 30th Annual Report of theCompany together with Financial Statements for the year ended 31st March 2019.

1. Financial Summary or Highlights:

The highlights of the financial performance of the Company for the financial year ended31st March 2019 as compared to the previous financial year are as under:

Rs. in Lakhs

Particulars 2018-2019 2017-2018
Gross Profit before depreciation interest and Tax 438.81 241.89
(Less) :Depreciation (67.65) (64.60)
(Less) : Interest (61.46) (61.33)
(Less) : Provision for Current Tax (63.76) (23.64)
Add : MAT Credit entitlement 4.11 12.99
Add : Provision for Deferred Tax 12.39 43.84
Net Profit after tax 262.44 149.15
Add : Brought forward from previous year 2163.47 1969.55
Add/(Less) : Income Tax adjustment of earlier years - 74.06
Add/(Less) : Fringe Benefit Tax adjustment of earlier years - 0.54
Profit available for appropriation 2425.91 2193.30
APPROPRIATIONS
Statutory Reserve under section 45 IA of the Reserve Bank of India Act 1934. 52.49 29.83
Surplus Carried to balance sheet 2373.42 2163.47
Total 2425.91 2193.30

2. Dividend.

Company has registered Rs.309.69 lakhs towards Profit before taxes during the financialyear under review as against Rs.115.96 lakhs during the previous financial year. In viewof the fact that the Company is considering business expansion in the finance sector inthe near future the Company shall retain earnings for funding further growth. The Companyis also desirous to exploit the opportunities to undertake suitable projects. Thereforethe Board of Directors (hereinafter referred to as "the Board") has decided notto declare any dividend for the financial year under review.

3. The amount proposed to be carried to reserves.

The Company proposes to transfer Rs.52.49 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.2373.42 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 2018-19 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.

In terms of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") Certificate issued by a Company Secretary in whole time practiceregarding compliance of condition of Corporate Governance is annexed to the Directors'Report.

7. Extract of the Annual Return.

The Extract of the Annual Return as on the financial year ended on 31stMarch 2019 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.

Further the Annual Return in Form MGT-7 for the financial year ended 31.03.2019 willbe uploaded on the website of the Company via the link: http://www.nprfinance.com/showreport.aspx?prmRsCtg=AR&prmCtgType=S after the same is filed with the Registrar ofCompanies.

8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March 2019 the composition of the Board is as under:

a. Mr. Nandlal Todi (DIN-00581581) – Chairperson (Non-Executive Non-independentDirector);

b. Mr. Pawan Kumar Todi (DIN-00590156) – Managing Director;

c. Mr. Rajendra Kumar Duggar (DIN-00403512) –Independent Non-Executive Director;

d. Mr. Nitin Guha (DIN-01107480) – Independent Non-Executive Director;

e. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) –Independent Non-Executive Director;

f. Ms. Sarika Mehra (DIN-06935192) – Whole time Director.

Mr. Arun Charan Mukherji (DIN-00063975) resigned from the Board as an IndependentNon-Executive Director with effect from 2nd April 2018 on account of advancingage and health status. Further Mr. Ashok Bhandari (DIN-00012210) resigned from the Boardas an Independent Non-Executive Director with effect from 2nd January 2019 onaccount of preoccupation.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) was appointed as an Additional Director(Independent Non-executive category) of the Company with effect from 14thFebruary 2019. Accordingly he holds office till the ensuing 30th AnnualGeneral Meeting (AGM) where he is proposed to be appointed for a period of five yearsfrom the conclusion of the 30th AGM. The Board feels that his association withthe Company would be of immense benefit to the Company. The remaining IndependentDirectors (i.e.: Mr. Rajendra Kumar Duggar (DIN-00403512) and Mr. Nitin Guha(DIN-01107480)) hold office till the conclusion of the 30th AGM to be held inthe calendar year 2019. In terms of the provisions of Section 149(10) of the Act it isproposed to appoint them for a further period of five years. The Board is of the viewthat the continued association of Mr. Rajendra Kumar Duggar (DIN 00403512) and Mr. NitinGuha (DIN-01107480) will benefit the Company given their knowledge experience andcontribution to Board processes.

In terms of Regulation 17(1A) of the Listing Regulations the members at the 29thAGM accorded consent through special resolution for the continuation of directorship ofMr. Nitin Guha (DIN-01107480) and Mr. Nandlal Todi (DIN-00581581) as both the Directorsare above 75 years of age.

Mr. Nandlal Todi (DIN-00581581) Non-Executive Non-independent Director retires byrotation at the ensuing 30th AGM where he presents himself for re-appointment.The tenure of Mr. Pawan Kumar Todi (DIN-00590156) and Ms. Sarika Mehra (DIN-06935192) asManaging Director and Whole-time Director respectively is expiring on 31stOctober 2019 and 18th September 2019 respectively. Accordingly in terms ofsection 196 of the Act they have presented themselves for re-appointment for a term ofthree (3) years with effect from 1st November 2019 and 19thSeptember 2019 respectively. Further at the ensuing Annual General Meeting (AGM) it isalso being proposed to make the office of the Managing Director as not liable to retire byrotation.

b. Company Secretary.

Considering the enormous responsibilities and duties of both the Whole-time Directorand the Company Secretary Ms. Sarika Mehra (DIN-06935192) resigned from the post ofCompany Secretary with effect from 1st April 2019 in order to facilitate moreefficient discharge of her Directorial duties and responsibilities. She continues to actas the Executive Director.

Mrs. Rimpa Roy has been appointed as the Company Secretary of the Company with effectfrom 1st April 2019.

c. Chief Financial Officer.

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

9. Number of Meetings of the Board.

The Board met four (4) times during the Financial Year under review. The detailsthereof including the attendance of the Directors is provided in the CorporateGovernance Report which is annexed to 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 Listing Regulations was held on 14thFebruary 2019.

All the meetings were held in accordance with the provisions of the Act ListingRegulations and the Secretarial Standard-1 (SS-1).

10. Disclosure pursuant to Section 177(8) of the Act - Composition of the AuditCommittee.

During the financial year under review Mr. Arun Charan Mukherji (DIN-00063975) and Mr.Ashok Bhandari (DIN-00012210) ceased to be members of the Audit Committee with effect from2nd April 2018 and 2nd January 2019 respectively due to theirresignation as the Directors of the Company. Further Mr. Ashok Dhirajlal Kanakia(DIN-00738955) was appointed as a member of the Audit Committee at the meeting of theBoard held on 14th February 2019.

As on 31st March 2019 the composition of the Audit Committee is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) –Chairperson (IndependentNon-executive Director);

b. Mr. Nandlal Todi (DIN-00581581) – Non-Independent Non-executive Director

c. Mr. Nitin Guha (DIN-01107480) – Independent Non-Executive Director;

d. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) –Independent Non-Executive Director;Ms. Sarika Mehra (DIN-06935192) was the secretary to the Committee till 31stMarch 2019. Mrs. Rimpa Roy is the Secretary to the Committee since 1st April2019.

During the Financial Year under review the Audit Committee met four (4) times and allsuch meetings were held in accordance with the provisions of the Act readwith the Rulesmade thereunder and the Listing Regulations. Details of the same including the meetingdates and the attendance of the Committee members are provided in the CorporateGovernance Report.

Further the Board has accepted all the recommendations of the Audit Committee in theFinancial Year 2018-19.

11. Composition of the Nomination and Remuneration Committee.

During the financial year under review Mr. Arun Charan Mukherji (DIN-00063975) and Mr.Ashok Bhandari (DIN-00012210) ceased to be members of the Nomination and RemunerationCommittee with effect from 2nd April 2018 and 2nd January 2019respectively due to their resignation as the Directors of the Company. Further Mr. AshokDhirajlal Kanakia (DIN-00738955) was appointed as a member of the Committee at the meetingof the Board held on 14th February 2019.

As on 31st March 2019 the composition of the Nomination and RemunerationCommittee is as under:

a. Mr. Nitin Guha (DIN-01107480) – Chairperson (Independent Non-executiveDirector);

b. Mr. Rajendra Kumar Duggar (DIN-00403512) –Independent Non-executive Director;

c. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) –Independent Non-Executive Director;Ms. Sarika Mehra (DIN-06935192) was the secretary to the Committee till 31stMarch 2019. Mrs. Rimpa Roy is the Secretary to the Committee since 1st April2019.

The detail of the Committee including the meeting dates and the attendance of theCommittee members is provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee comprises of one Non-Executive IndependentDirector (Mr. Nitin Guha (DIN-01107480)) one Non-Executive Non-independent PromoterDirector (Mr. Nandlal Todi (DIN-00581581)) and one Executive Non- independent PromoterDirector (Mr. Pawan Kumar Todi (DIN-00590156)). The detail of the Committee is provided inthe Corporate Governance Report.

13. Directors' Responsibility Statement.

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at the end of theFinancial Year ended on 31st March 2019 and of the profit of the company forthe 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 Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

15. Declaration by the Independent Directors and statement on compliance of Code ofConduct.

All the Independent Directors have furnished the Statement on Declaration ofIndependence under section 149 (6) of the Act and Regulation 16 of the ListingRegulations. Further the Independent Directors have complied with the Code of IndependentDirectors prescribed in Schedule IV to the Act.

16. Statement on compliance of Code of Conduct for Directors and senior managementpersonnel.

The Corporate Governance Report contains a Declaration on compliance to the Code ofConduct by the Directors and Senior Management Personnel of the Company.

17. Policy on Directors' Appointment & Remuneration.

The Company's Nomination and Remuneration Policy contains inter-alia policy ondirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of a director and other matters provided undersub-section (3) of section 178 of the Act and the Listing Regulations.

SEBI vide notification dated 9th May 2018 has introduced the SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 vide which it hasinter-alia enhanced the role of the Nomination and Remuneration Committee with effectfrom 1st April 2019. In terms of the said amendment the Nomination andRemuneration Committee will be required to recommend to the Board all remuneration inwhatever form payable to senior management (Part D Para A(6) of Schedule II of theListing Regulations). The said amendment has revised the definition of senior managementto also include: "chief executive officer/managing director/ whole timedirector/manager (including chief executive officer/ manager in case they are not part ofthe board) and shall specifically include company secretary and chief financialofficer".

Accordingly the Company's Nomination and Remuneration Policy has been revised toincorporate the above amendment. The Policy defines the basic principles and procedure ofnomination and determination of remuneration of all the Directors Key ManagerialPersonnel and the senior management. It is further intended to ensure that the Company isable to attract develop and retain high-performing Directors Key Managerial Personneland other employees and that their remuneration is aligned with the Company's businessstrategies values and goals. The policy is based on the following pillars:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The Policy in available on the website of the Company via the link:http://www.nprfinance.com/ showreport.aspx?prmRsCtg=NRP&prmCtgType=S

18. Auditors & Auditors' report.

A. Statutory Auditor

M/s Deoki Bijay & Co. (Firm Registration No. 313105E) has furnished a certificateof eligibility in terms of section 139 readwith section 141 of the Act and the rulesframed thereunder.

B. Independent Auditors' Report.

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

C. Secretarial Auditor.

Mr. Niaz Ahmed (C.P. No. 5965 Membership No. F9432) Company Secretary in whole-timePractice who was appointed pursuant to the provisions of Section 204 of the Act read withthe Rules made thereunder to issue the Secretarial Audit Report for the Financial Yearended 31st March 2019 has been further re-appointed to issue the SecretarialAudit Report for the Financial Year ended 31st March 2020.

D. Secretarial Audit Report.

The Secretarial Audit Report in Form MR-3 does not contain any adverse remarks and isappended to the Directors' Report in Annexure-II.

E. Internal Auditor.

Ms. Anshika Shroff (C.P. No. 15055 Membership No. A38390) Company Secretary inwhole-time Practice is the Internal Auditor of the Company. She has been re-appointed atthe meeting of the Board held on 29th May 2019.

F. Internal Audit Report.

The Internal Audit Report does not contain any adverse remarks

19. Maintenance of Cost Records.

The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

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

Details pertaining to loans guarantees or investments are provided in the notes to theFinancial Statements.

21. 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 13th February 2018 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 2018-19. The Committee has on a quarterly basis reviewed the details ofthe Related Party Transactions entered into by the Company pursuant to omnibus approvalaccorded. In terms of the Listing Regulations and section 177 of the Act readwith theRules made thereunder such omnibus approval is valid only for one year.

Accordingly the Audit Committee at its Meeting held on 14th February 2019has 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 2019-20. 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 30th 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.

The Company is of the opinion that obtaining inter-corporate loans from relatedparties are easily and quickly available to cater the requirements of Working Capital.Further inter-corporate loan to related parties are safe with no risk of default andgenerate comfortable interest income at arm's length. Also the amount is repayable ondemand and can easily be liquidated. Other related party transactions during the financialyear under review include: (i) Salary to Key Managerial Personnel(KMPs) – which areroutine-based monthly payments in the form of salary ; (ii) Purchase/Sale of foreignCurrency/travellers' cards by Promoter/Promoter group/ other related party entities –on arms length basis.

22. State of Company Affairs & Future Outlook.

As on 31st March 2019 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 the Financial Year2019-2020 and thereafter any public deposit without obtaining the prior approval inwriting of the Reserve Bank of India.

The Company has opened three new Branches for financing under micro finance andpersonal loan and is following a slow and cautious approach in this regard.

The Company's financial disbursement has increased by Rs.79.65 lakhs due to rise inpersonal loan disbursements. The Company's income from financing has increased due to thefollowing reasons:

a. Higher recovery on account of bad debt;

b. Higher generation of interest income resulting from increase in disbursement asmentioned above. The Company is striving hard to make higher recoveries in the years tocome against earlier years' write-off.

Similar to the previous financial year the Company is expecting consistentprofitability on account of interest income on inter-corporate deposits given to bodiescorporate.

The income from the Money Changing Business which is operational in Kolkata has gonedown marginally by 7.91% due to fall in Commission income and Travel Card sales. TheCompany expects consistent but modest profitability from this area of business.

Gross Income from power generation has gone up by 14.81% in comparison to previousfinancial year on account of higher generation. The Wind Energy sector is depicting apositive growth potential in the near future on account of government's active initiativesand participation.

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.

23. 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.

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

24. 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. Technology Absorption.

The Company has no activity relating to Technology Absorption. Further the Company hasnot entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

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

25. Risk Management Policy.

The Company has a Risk Management Policy which provides for the identification thereinof elements of risk which in the opinion of the Board may threaten the existence of theCompany. The details pertaining to various types of risks are described in the ManagementDiscussion and Analysis report which is annexed to the Directors' Report.

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.

The Company is not required to have a Risk Management Committee and has voluntarilycomplied with the constitution of the Risk Management Committee in terms of the ListingRegulations. Further in terms of Regulation 17(9)(b) of the Listing Regulations theBoard of Directors is responsible for framing implementing and monitoring the RiskManagement Plan of the Company and has delegated the power of monitoring and reviewing ofthe risk management 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.

26. Manner of formal annual evaluation of the performance of the Board its Committeesand that of its individual directors.

The manner of formal annual evaluation of the performance of the Board its committeesand that of the individual directors is morefully described in the Corporate GovernanceReport which is annexed to the Directors' Report. The evaluation is perused on the basisof the Company's performance evaluation policy.

27. Change in the nature of business.

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

28. Disclosures relating to Subsidiaries Associates and Joint ventures.

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.

29. 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 accordance with the management's general or specificauthorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any;

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition.

Further during the financial year under review the Internal Financial Control Policywas reconstituted in terms of various amendments in applicable laws in force. Also SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 has introduced Regulation"9A" whereby the provision for an Institutional Mechanism for Prevention ofInsider Trading is required. In this connection inter-alia an adequate and effectivesystem of internal controls was required to ensure compliance with the requirements of theSEBI (Prohibition of Insider Trading) Regulations 2015 to prevent insider trading. Thusthe Internal Financial Control Policy was modified to the above extent.

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.

30. 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.

I. The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters the remuneration is as per the Income Tax Act1961.

(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
Pawan Kumar Todi 17.61 times(approx.)
Arun Charan Mukherjee (resigned with effect from 2nd April 2018 hence not entitled to attend any meeting of the Board or Committee). N.A.
Nitin Guha Paid Sitting Fees only
Rajendra Kumar Duggar Paid Sitting Fees only
Ashok Bhandari (resigned with effect from 2nd January 2019). Paid Sitting Fees only
Sarika Mehra 7.29 times(approx.)
Ashok Dhirajlal Kanakia (Appointed with effect from 14th February 2019) Paid Sitting Fees only

(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
Nitin Guha -Paid Sitting Fees only
- Non-executive Director
Rajendra Kumar Duggar -Paid Sitting Fees only
- Non-executive Director
Ashok Bhandari -Paid Sitting Fees only
- Non-executive Director (resigned with effect from 2nd January 2019).
Ashok Dhirajlal Kanakia -Paid Sitting Fees only
(Appointed with effect from 14th February 2019)
Pawan Kumar Todi 11.90%
- Managing Director
Sarika Mehra 0.00%
- Executive Director & Company Secretary
Ashok Kumar Shah 7.78%
- Chief Financial Officer of the Company

(iii) The percentage increase in the median remuneration of the employees in thefinancial year.

There has been a decrease of 12.71% 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 2019 there are 46 employees on the roll of the Company.

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

Percentile increase in the salary in 2017-18 Percentile increase in the salary in 2018-19
0.35% -2.32%

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

In comparison to the aforesaid decrease of 2.32% of other employees the salary of theManagerial Personnel increased by 8.07%.

The Managing Director's remuneration did not commensurate with his roles andresponsibilities and accordingly his salary was revised at the 28th AnnualGeneral Meeting of the Company effective from 1st June 2017. Thus in thefinancial year 2017-18 the incremental salary was effective from June 2017 and thusduring the first three months (i.e.: April to June 2017) the previous salary waseffective. On the other hand during the financial year 2018-19 the incremental salaryshowed its effect from the beginning of the first month of the financial year. Hence thedifference in percentile increase in managerial remuneration (8.07%) in comparison to thatof the other employees (-2.32%).

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

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

(vi) 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.

II. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided herein below:

(i) Details of the top ten employees in terms of remuneration drawn:

Name of the employee Designation Remune- ration in Rs. Nature of Employment whether contractual or otherwise. Qualification & Experience of the employee.
Sarika Mehra Executive Director & Company Secretary. (Resigned as Company Secretary and accordingly designated as Executive Director with effect from 01.04.2019). 1248360 Permanent 1.Qualification: B.Com.(Hons.) ACS AICMA.
2.Experience: 19 years.
Ashok Kumar Shah Chief Financial Officer 991320 Permanent 1.Qualification: B.Com. (Hons.).
2.Experience: 44 years.
Shankar Birjuka General Manager 981610 Permanent 1.Qualification: B.Com.
2.Experience: 40 years.
Amit Kumar Bhawsinghka Liasoning & Legal Manager 634560 Permanent 1.Qualification: B.Com.(Hons.).
2.Experience: 13 years.
Sanjoy Basu Manger-Forex 531360 Permanent 1.Qualification: B.Com.
2.Experience: 24 years.
Rimpa Roy Manager – Accounts finance & Legal.(Company Secretary with effect from 01.04.2019) 526600 Permanent 1.Qualification: B.Com.(Hons.) ACS.
2.Experience:
8 years.
Ashim Karmakar System In-charge 524843 Permanent 1.Qualification: B.Com.
2.Experience: 25 years.
Uttam Kumar Majumdar Manager- Finance 476750 Permanent 1.Qualification: B.Com.
2.Experience: 35 years.
Ritika Varma Deputy Company Secretary 379200 Permanent 1.Qualification: M.Sc.(Hons.) ACS.
2.Experience: 5 years.
Arundhati Ghosh Manager- Administration 363124 Permanent 1.Qualification: B.Com.
2.Experience: 19 years.
Sarika Mehra 17/04/2000 44 - -
Ashok Kumar Shah 01/07/1975 63 Ganeshnarayan Brijlal Private Limited -
Shankar Birjuka 01/04/1995 62 Chinar Builders Pvt. Ltd. -
Sanjay Basu 13/11/1999 50 Damania Airways Pvt. Ltd.
-
Rimpa Roy 01/11/2016 32 GNB Motors Pvt. Ltd. -
Amit Kumar Bhawsinghka 01/06/2006 38 - -
Ashim Karmakar 01/06/1996 49 Minisoft Pvt. Ltd. -
Uttam Kumar Majumdar 01/07/2017 62 - -
Ritika Varma 01/05/2014 32 - -
Arundhati Ghosh 01/11/2016 42 GNB Motors Pvt. Ltd. -

None of the above employees is a relative of any director or manager of the Company.

31. 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 via the weblink:http://www.nprfinance.com/showreport.aspx?prmRsCtg=WBVM&prmCtgType=S

32. Insider Trading.

The Company has put in place the following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015 being effective since 15th May 2015:

a. Code of 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.

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

Please note that no claims shall lie against the Company in respect of unclaimeddividend amounts so transferred to the Investor Education and Protection Fund (IEPF).

Mrs. Rimpa Roy has been appointed as the Nodal Officer with effect from 1stApril 2019. Claimaints may contact the Nodal Officer: Mrs. Rimpa Roy Company Secretarythrough the dedicated e-mail Id for the said purpose: unclaimeddividend@nprfinance.com.Alternatively the claimants may also write their concerns to the Nodal Officer addressedat the Registered Office. The relevant details in the above matter including the relevantnotification of the Ministry contact details of the Nodal Officer access link to therefund webpage of the IEPF Authority website etc. are available on the website of theCompany via the following link: http://www.nprfinance.com/showreport.aspx?prmRsCtg=UUD&prmCtgType=S

34. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with all the requisite applicable norms prescribed bythe Reserve Bank of India for Non-Deposit Taking Non-Systematically Important NBFCs.

35. 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 Mrs. Rimpa Roy CompanySecretary 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.

36. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / it's RTA for further transfer. They willneed to convert them to demat form compulsorily if they wish to effect any transfer. Onlythe requests for transmission and transposition of securities in physical form will beaccepted by the listed companies / their RTAs. All shareholders holding shares in physicalform have been duly notified of the same by Postal mode of communication and have beenprovided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

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 strives to provide a safe working environment to all its employeesincluding its women employees and is committed to the protection of women against sexualharassment.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasin place a Policy for prevention of Sexual Harassment of Women.

The Board of Directors do hereby confirm and state that NPR Group has constituted anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to look into the matters relating tosexual harassment at workplace. Mrs. Rimpa Roy Company Secretary is the PresidingOfficer of the Committee. All employees (permanent contractual temporary trainees) arecovered under this Policy. In the event of any sexual harassment at workplace any womanemployee of the NPR Group may lodge complaint to Mrs. Rimpa Roy in writing orelectronically through e-mail at: rimparoy@nprfinance.com.

During the period under review no complaints pertaining to sexual harassment of womenat workplace were received by the Company. Accordingly in terms of section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 a summary thereof is as under:

Particulars No. of Complaints
Number of complaints pending at the beginning of the year. Nil
Number of complaints received during the year. Nil
Number of complaints disposed off during the year. Nil
Number of cases pending at end of the year. Nil

38. Management's Discussion and Analysis.

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

39. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that the Company has duly complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. General.

No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:

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

The Company is not required to constitute a Corporate Social Responsibility Committeeor to undertake any CSR activities in terms of the provisions of Section 135 of the Actand accordingly the requisite disclosure requirement as is specified in Section 134(3)(o) of the Act is not applicable on the Company.

b. 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 2019. Accordingly thequestion of unpaid or unclaimed deposits does not arise.

c. 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.

d. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares /Equity shares with differential voting rights.

The Company has not issued any shares as per Employees Stock Option Scheme/Sweat Equityshares / Equity shares with differential voting rights.

41. 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.

On Behalf of the Board of Directors For NPR Finance Ltd
Nandlal Todi Ashok Kumar Shah Rimpa Roy
Chairperson Chief Financial Officer Company Secretary
DIN-00581581
Place: Kolkata
Date: 29.05.2019