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NPR Finance Ltd.

BSE: 530127 Sector: Financials
NSE: N.A. ISIN Code: INE446D01011
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NSE 05:30 | 01 Jan NPR Finance Ltd
OPEN 24.65
PREVIOUS CLOSE 26.05
VOLUME 4251
52-Week high 54.75
52-Week low 21.50
P/E 6.28
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.65
CLOSE 26.05
VOLUME 4251
52-Week high 54.75
52-Week low 21.50
P/E 6.28
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NPR Finance Ltd. (NPRFINANCE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 29th Annual Report of theCompany together with Financial Statements for the year ended 31st March 2018.

1. Financial Summary or Highlights:

The highlights of the financial performance of the Company for the financial year ended31st March 2018 as compared to the previous financial year are as under:-

Rs. in Lakhs

Particulars 2017-2018 2016-2017
Gross Profit before depreciation interest and Tax 241.89 494.60
(Less) :Depreciation (64.60) (65.68)
(Less) : Interest (61.33) (73.77)
(Less) : Provision for Current Tax (23.64) (79.08)
Add/(Less) MAT Credit entitlement 12.99 -
Add/(Less) : Provision for Deferred Tax 43.84 17.79
Net Profit after tax 149.15 293.86
Add : Brought forward from previous year 1969.55 1740.47
Add/(Less) : Income Tax adjustment of earlier years 74.06 (6.01)
Add/(Less) : Fringe Benefit Tax adjustment of earlier years 0.54 .
Profit available for appropriation 2193.30 2028.32
APPROPRIATIONS
Statutory Reserve under section 45 IA of the Reserve Bank of India Act 1934. 29.83 58.77
Surplus Carried to balance sheet 2163.47 1969.55
Total 2193.30 2028.32

2. Dividend.

Company has registered Rs. 115.96 lakhs towards Profit before taxes during thefinancial year under review as against Rs. 355.16 lakhs during the previous financialyear. The fall in profit is by and large attributable to the fall in turnover from themoney changing sector and the Wind Energy sector coupled with the decline in turnover byRs. 535.32 lakhs on account of gradual reduction in financing activities over the past fewyears and fall in revenue generated from sale of Shares & Securities. It be also notedthat provision towards diminution in value of investment was written back to the extentof Rs. 5.74 lakhs in comparision to Rs. 84.58 lakhs in the previous financial year whichhas also affected the profitability. However there has also been a rise in recoveryagainst losses and write-offs in comparision to the previous year. The Company for theforeseeable future shall retain earnings for funding further growth. The Company is alsodesirous to exploit the opportunities to undertake suitable projects. Therefore the Boardof Directors (hereinafter referred to as "the Board") has decided not to declareany dividend for the financial year under review.

3. The amount proposed to be carried to reserves.

The Company proposes to transfer Rs. 29.83 lakhs to the Statutory Reserve maintainedunder section 45 IA of the Reserve Bank of India Act 1934 out of the amount available forappropriation and an amount of Rs. 2163.47 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 furnished as a part of the Directors'Report and the certificate from the Company Secretary in whole time practice regardingcompliance of condition of Corporate Governance is annexed to the said Report.

7. Extract of the Annual Return.

The Extract of the Annual Return as on the financial year ended on 31stMarch 2018 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 inAnnexure-I.

8. Directors & Key Managerial Personnel

a. Board of Directors

As on 31st March 2018 the Board comprised of 4 independent Directors 1non-executive Director 1 Managing Director and 1 Executive Woman Director. The Board waschaired by Mr. Arun Charan Mukherji (DIN-00063975) Independent Nonexecutive Director.

During the financial year under review Mr. Ashok Bhandari (DIN-00012210) was appointedas an Additional Director (Independent Non-executive Director) of the Company with effectfrom 22nd May 2017. He has been further appointed for a period of five yearsat the 28th Annual General Meeting ("AGM") held on 14thSeptember 2017.

All the remaining Independent Directors hold office till the conclusion of the 30thAGM to be held in the calendar year 2019.

Further the shareholders at the 28th AGM accorded consent to vary to termsand condition of appointment of Ms. Sarika Mehra's (DIN-06935192) office in the capacityof a wholetime director by making her office liable to retire by rotation in terms ofsection 152 of the Act and applicable provisions of the Listing Regulations. Ms. SarikaMehra's (DIN-06935192) and Mr. NandlalTodi (DIN-00581581) Non-executive Director retireby rotation at the ensuing AGM and have placed themselves for re-appointment.

The shareholders at the 28th AGM held on 14th September 2017also accorded consent through special resolution to the revision in the remuneration ofMr. Pawan Kumar Todi (DIN-00590156) Managing Director to Rs. 250000/-with effect from1st June 2017. He holds office till 31st October 2019.

Mr. Arun Charan Mukherji (DIN-00063975) resigned from the Directorship of the Companywith effect from 2nd April 2018 on account of advancing age and health status.The Board applauds his selfless commitment and priceless contribution towards the growthof the Company since the past several years. Mr. NandlalTodi (DIN-00581581) -Non-Executive Non- independent Promoter Director has been appointed as the Chairperson ofthe Board with effect from 30th May 2018.

Accordingly as on date the Board of Directors comprises of the following Directors:

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

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

3. Mr. Rajendra Kumar Duggar (DIN-00403512) - Independent Director;

4. Mr. Nitin Guha (DIN-01107480) - Independent Director;

5. Mr. Ashok Bhandari (DIN-00012210) - Independent Director;

6. Ms. Sarika Mehra (DIN-06935192) - Executive Director & Company Secretary.

Further SEBI has notified a new Regulation 17(1 A) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") effective from 1st April 2019 whereby nolisted entity shall appoint a person or continue the directorship of any person as anon-executive director who has attained the age of seventy five years unless a specialresolution is passed to that effect. Since Mr. Nitin Guha (DIN-01107480) and Mr. NandlalTodi (DIN-00581581) - both non-executive directors are above 75 years of age theapproval of the shareholders is being sought at the ensuing AGM for enabling thecontinuation of their Directorship. Both the aforementioned Directors have several yearsof experience in varied fields and the Company has time and again been immenselybenefitted from their guidance and support. It is thus being considered prudent to placethe proposal for the continuation of their directorship.

b. Company Secretary.

Ms. Sarika Mehra (DIN-06935192) continues to act as the Company Secretary of theCompany.

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 of Directors (hereinafter "the Board") of the Company met four (4)times during the Financial Year under review. The details are 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 13thFebruary 2018.

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 Companies Act 2013-Composition of theAudit Committee.

The Audit Committee of the Company comprised of four (4) non-executive independentdirectors and one non-executive non-independent promoter director as on 31stMarch 2018 being chaired by Mr. Nitin Guha (DIN- 01107480).

Subsequent to the resignation of Mr. Arun Charan Mukherji (DIN-00063975) the AuditCommittee as on date comprises of: three (3) non-executive independent directors and onenon-executive non-independent promoter director. The Committee is being chaired by Mr.Rajendra Kumar Duggar (DIN-00403512) - Independent Non-executive Director since 30thMay 2018. Being a Chartered Accountant by profession Mr. Rajendra Kumar Duggar(DIN-00403512) possesses accounting and related financial management expertise.

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 are provided in theCorporate Governance Report.

Further the Board has accepted all the recommendations of the Audit Committee in theFinancial Year 2017-18.

11. Composition of the Nomination and Remuneration Committee.

As on 31st March 2018 the Nomination and Remuneration Committee of theCompany comprised of four (4) Non- Executive Independent Directors. Subsequent to theresignation of Mr. Arun Charan Mukherji (DIN-00063975) it comprises of (Three)Non-Executive Independent Directors as on date.

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

12. Composition of the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee comprises of one Non-Executive IndependentDirector one Non-Executive Non- independent Promoter Director and one Executive Non-independent Promoter Director.

The detail of the Committee is provided in the 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 the Financial Year ended on 31st March 2018 and of the profit of thecompany 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 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.

During the year under review the company has detected a fraud pertaining tomisappropriation of cash amounting to Rs. 0.74 lakhs which was committed by an employee ofthe Company at its Delhi Branch. The Company has lodged Complaint with the Karol BaghPolice Station New Delhi. The fraud has been reported to the Audit Committee meeting on13.02.2018 and to the Bombay Stock Exchange on 02.02.2018.

15. 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.

16. Policy on Directors' Appointment &Remuneration.

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and the Listing Regulations the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for directors key managerial personnel and other employees which has beenduly 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 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 details of the same have been provided in the CorporateGovernance Report for theFinancial Year 2017-18.

17. Auditors & Auditors' report.

A. Statutory Auditor

M/s R. P. Boobna & Co.(Firm Registration No. 304093E) Chartered Accountants of209 A.J.C. Bose Road "Karnani Estate" 2nd Floor Room No. 87Kolkata 700 017 retired from the office of the Statutory Auditor at the 28thAnnual General Meeting in terms of the provisions of section 139 of the Act readwith theRules made thereunder. Based on the recommendation of the Audit Committee Ml s DeokiBijay & Co. (Firm Registration No. 313105E) Chartered Accountants of 213C JabakusumFlouse; 2nd Floor 34 Chittaranjan Avenue Kolkata 700012 has been appointedas the Statutory Auditor for a period of five years from the conclusion of the 28thAnnual General Meeting till the conclusion ofthe 33rd Annual General Meeting.With the commencement of section 40 of the Companies (Amendment) Act 2017 readwith theCompanies (Audit and Auditors) Second Amendment Rules 2018 both effective from 7th May2018 the requirement of ratification of the appointment of the Auditor at the AGM hasbeen omitted.

M/s Deoki Bijay & Co. has furnished a Certificate of Eligibility in terms ofsection 139 readwith section 141 of the Act and the Rules framed 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 2018 has been further reappointed by the Board at itsmeeting held on 7th August 2018 based on the recommendation of the AuditCommittee to issue the Secretarial Audit Report for the Financial Year ended 31stMarch 2019.

D. Secretarial Audit Report.

The Secretarial Audit Report is appended to the Directors' Report in Annexure-ll. TheSecretarial Audit Report does not contain any adverse remarks.

18. 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.

19. 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 into material related partytransaction as defined in the Listing Regulations and/or section 188 of the Act read withthe Rules made thereunder.

The Audit Committee at its meeting held on 11th February 2017 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 2017-18. The Committee has on a quarterly basis reviewed the detailsofthe 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 13th February 2018has 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 2018-19. 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 29th AnnualGeneral Meeting for approval/ratification of various Related Party Transactions.

All the Material Related Party Transactions entered in the ordinary course of businessand at arm's length basis have been reported in Form No. AOC-2 by way of Annexure - III interms of Section 134 of the Act read with the Rules made thereunder.

20. State of Company Affairs & Future Outlook.

As on 31st March 2018 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 Year2018-2019 and thereafter any public deposit without obtaining the prior approval inwriting of the Reserve Bank of India.

The Company's financial disbursement has gone down by Rs. 25.33 lakhs in comparisionto the previous financial year due to gradual reduction in financing activities over thepast few years on account of stiff competition. Further the Company has recently enteredthe personal loan segment wherein the Company is following a slow and cautious approach.Also there has been a rise in recovery against losses and write-offs by Rs. 32.64 lakhs.Company is striving hard to make higher recoveries in the years to come against earlieryears' write-off.

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

The income from the Money Changing Business which is operational in Kolkata hasmarginally gone up by 1.86% and the Company expects consistent but modest profitabilityfrom this area of business.

Gross Income from power generation has gone down by 26.31% in comparison to previousfinancial year on account of various factors including reduction in wind speed scheduleddowntime etc. also due to the fact that a one-time income of Rs. 28.03 lakhs was recordedin the previous financial year being reimbursement of Expenses incurred by theCompanytowards Common Power Evacuation at the time of purchase of Wind Power Generators. Thissector is depicting a positive growth potential in the near future on account ofgovernment's active initiatives and participation.

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

21. 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.

22. 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

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 financialyear under review.

23. 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 ofmonitoring 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.

24. 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 Corporate GovernanceReport which is annexed to the Directors' Report.

25. 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 inAnnexure-IV.

26. Change in the nature of business.

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

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 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 accountingpoliciesand practices and relevant statutory requirements if any;

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized 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 to the CEO & CFO Certification which formspart of the Annual Report.

29. 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 and Employees State Insurance Fund has beenconsidered. Gross Salary of the employees primarily encompasses Salary allowancesperquisites etc.

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
Mr. Pawan Kumar Todi 20.00 times(approx.)
Arun Charan Mukherjee (resigned with effect from 2nd April 2018). Paid Sitting Fees only
Nitin Guha Paid Sitting Fees only
Rajendra Kumar Duggar Paid Sitting Fees only
Ashok Bhandari (appointed with effect from 22nd May 2017). Paid Sitting Fees only
Ms. Sarika Mehra 9.55 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 - Non-executive Director -Paid Sitting Fees only
Arun Charan Mukherji - Non-executive Director -Paid Sitting Fees only
Nitin Guha - Non-executive Director -Paid Sitting Fees only
Rajendra Kumar Duggar - Non-executive Director -Paid Sitting Fees only
Mr. Pawan Kumar Todi - Managing Director 104.43%
Ms. Sarika Mehra - Executive Director & Company Secretary -1.26%
Mr. Ashok Kumar Shah - Chief Financial Officer of the Company 6.99%

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

There has been increase of 41.40% 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 2018 there are 30 employees on the roll 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 2017-18. 5066771
Total Revenue 357685090
Remuneration of KMP's as a percentage of Total Revenue 1.42%
Profit before tax 11596136
Remuneration of KMP's as a percentage of Profit before Tax 43.69%
Profit after tax 14915026
Remuneration of KMP's as a percentage of Profit after Tax 33.97%

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 2018 31st March 2017 % Change +/(-)
Market Capitalisation (in Rs. ) 187474480 105716440 77.34%
Price Earnings Ratio 12.57 3.59 250.14%

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 31stMarch 2018 27"Feb 1995 (IPO issue) % Change
Market Price (in Rs. ) 31.30 15.00 108.67%

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

Percentile decrease in the salary in 2016-17 Percentile increase in the salary in 2017-18
9.64 0.35%

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

In comparision to the aforesaid increase of 0.35% of other employees the salary of theManagerial Personnel increased by 40.38%.

The Managing Director's remuneration was increased after a considerable period of time.It was revised marginally in the year 2014. His salary did not commensurate with his rolesand responsibilities and accordingly his salary was revised at the 28th AnnualGeneral Meeting of the Company effective from 1st June 2017.

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 Managerial Personnel (KMP) in the Financial Year 2017-18. 2759258 1317076 990437
Total Revenue of the Company 357685090
Remuneration of KMP's as a percentage of Total Revenue 0.77 % 0.37 % 0.28 %
Profit before tax 11596136
Remuneration of KMP's as a percentage of Profit before Tax 23.79 % 11.36% 8.54 %
Profit after tax 14915026
Remuneration of KMP's as apercentage of Profit after Tax 18.50 % 8.83 % 6.64 %

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 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.

30. 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.

No personnel 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.

31. 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.

32. 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 IEPF.

Further the IEPF Authority of the Ministry of Corporate Affairs has issued revisedguidelines dated 19th July 2018 and refund process for unclaimed dividendtransferred to IEPF.

In this connection Ms. Sarika Mehra (DIN-06935192) Executive Director & CompanySecretary is the nodal officer for the purpose of co-ordination with the IEPF Authorityin accordance with the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016.

Claimants may contact the Nodal Officer through the dedicated e-mail Id for the saidpurpose: unclaimeddividend@nprfinance.com. Alternatively the claimants may also write their concerns to the Nodal Officeraddressed at the Registered Office. The relevant details in the above matter includingthe relevant notification of the Ministry contact details of the Nodal Officer accesslink to the refund webpage of the IEPF Authority website etc. are available on thewebsite of the Company via the following link:

http://www.nprfinance.com/

showreport.aspx Rs. prmRsCtg=UUD&prmCtgType=S

33. Prudential Norms for NBFCs.

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.

34. 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.

35. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 5th December 2018.

SEBI has issued circular SEBI/HO/MIRSD/DOP 1/CIR/ P/2018/73 dated 20thApril 2018 whereby shareholders whose ledger folios do not have details or haveincomplete details with respect to PAN and Bank Account particulars are mandatorilyrequired to furnish these details to the Issuer Company/Registrar and Share Transfer Agent(RTA) for registration in the folio. Further as per amended Regulation 40(1) of theListing Regulations amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 datedJune 8 2018 effective from December 5 2018; securities of the listed companies can betransferred (except in case of transmission or transposition) only in the dematerializedform. All shareholders holding shares in physical form have been duly notified of the sameby Postal mode of communication and have been provided with the requisite form forfurnishing PAN and Bank details. A second reminder to the above effect is again beingenclosed with the 29th AGM Notice for doing the needful by the shareholders.

36. 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 Flarassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Flarassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the NPR Group hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment 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 workplace any woman employee of the NPR Groupmay lodge complaint to Ms. Sarika Mehra in writing or electronically through e-mail at: smehra@nprfinance.com

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

37. Management's Discussion and Analysis.

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

38. 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 2018.

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 Schem/Sweat Equity Shares/EquityShares 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.

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: 07.08.2018 For NPR Finance Ltd
Nandlal Todi
Chairperson
DIN-00581581