You are here » Home » Companies » Company Overview » NPR Finance Ltd

NPR Finance Ltd.

BSE: 530127 Sector: Financials
NSE: N.A. ISIN Code: INE446D01011
BSE 00:00 | 24 Jun 14.01 0.66
(4.94%)
OPEN

13.99

HIGH

14.01

LOW

13.99

NSE 05:30 | 01 Jan NPR Finance Ltd
OPEN 13.99
PREVIOUS CLOSE 13.35
VOLUME 402
52-Week high 20.80
52-Week low 11.50
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.99
CLOSE 13.35
VOLUME 402
52-Week high 20.80
52-Week low 11.50
P/E
Mkt Cap.(Rs cr) 8
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 32nd AnnualReport of the Company together with Financial Statements for the year ended 31stMarch 2021.

1. Financial Summary or Highlights.

The highlights of the financial performance of the Company for thefinancial year ended 31st March 2021 as compared to the previous financialyear are as under:

Rs in Lakhs

Particulars 2020-2021 2019-2020
Revenue from Operations 578.28 2779. 07
Other Income - 46.07
Gross Profit/(Loss) before depreciation Finance Costs and Tax (28.90) 285.10
(Less) Depreciation (69.33) (67.58)
(Less) : Finance Costs (37.84) (40.04)
Add/(less): Exceptional items - -
(Less) : Provision for Current Tax - (29.62)
Add: Provision for Deferred Tax 29.83 17.96
Net Profit/(Loss) after tax (106.24) 165.82
Other Comprehensive Income 102.74 179.64
Total Comprehensive Income/(Loss) (comprising profit /(loss)& Other Comprehensive Income) (3.50) 345.46
Add : Brought forward from previous year 3329.01 3016.72
Profit available for appropriation 3325.51 3362.18
APPROPRIATIONS
Statutory Reserve under section 45 IA of the Reserve Bank of India Act 1934. - 33.16
Surplus Carried to balance sheet 3325.51 3329.02
Total 3325.51 3362.18

2. Dividend.

The year has been very challenging for the NBFCs as the liquidityconstraints of the NBFC sector was aggravated with the outbreak of COVID-19 and in view ofthe same the Company has registered Rs136.07 lakhs towards loss before taxes during thefinancial year under review as against Rs177.48 lakhs profit before taxes during theprevious financial year. In view of the loss incurred the Board of Directors has notrecommended any dividend for the year under review.

3. The amount proposed to be carried to reserves.

The Company has not transferred any amount to the Statutory Reservemaintained under section 45 IA of the Reserve Bank of lndia Act 1934 due to loss in thecurrent Financial Year.

4. Change in Share Capital.

During the year under review there has been no change in theAuthorised or Paid-up Share Capital.

The Authorised Share Capital of the Company stands at Rs70000000/-divided into 7000000 Equity Shares of Rs10/- each.

The issued subscribed and Paid-up Share Capital of the Company isRs59896000 divided into 5989600 Equity Shares of Rs10/- each.

Further during the financial year under review there was no instanceof:

a. reclassification or sub-division of the authorised share capital;

b. reduction of share capital or buy back of shares;

c. change in the capital structure resulting from restructuring;

d. change in voting rights.

e. Issue of shares or other convertible securities

f. Issue of equity shares with differential rights

g. Issue of Sweat Equity Shares

h. Employee Stock Options

i. Shares held in trust for the benefit of employees where the votingrights are not exercised directly by the employees

j. Issue of debentures bonds or any non-convertible securities

k. Issue of warrants

5. Listing.

The equity shares continue to be listed on the BSE Ltd. which hasnation-wide terminals and therefore shareholders/ investors are not facing any difficultyin trading in the shares of the Company from any part of the country. The Company has paidthe annual listing fee for the financial year 2020-2021 to BSE Ltd.

6. Corporate Governance Report.

Your Company has been complying with all the requirements of the codeof Corporate Governance as specified by SEBI. A separate report on Corporate Governanceis furnished as a part of the Directors' Report.

In terms of Schedule V of the Securities and Exchange Board of India(Listing Obligations 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. Annual Return.

In accordance with the Companies Act 2013 ("the Act") theAnnual Return in the prescribed format is uploaded on the website of the Company and canbe viewed via the link:http://www.nprfinance.com/showreport.aspx?prmRsCtg=AR&prmCtgType=S.

8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March 2021 the composition of the Board is asunder:

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

b. Mr. Nandlal Todi (DIN-00581581) - Non-Executive Non-IndependentDirector;

c. Mr. Pawan Kumar Todi (DIN-00590156) - Managing Director &Non-Independent Director;

d. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) - IndependentNon-Executive Director;

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

Mr. Nitin Guha (DIN-01107480) Independent Non-Executive Directorexpired on 23rd August 2020 due to illness. The Board acknowledges hiscontribution to the Company during his tenure.

Mr. Rajendra Kumar Duggar (DIN-00403512) Independent Non-ExecutiveDirector has been appointed as Chairperson of the Board of Directors on 15thSeptember 2020 in place of Mr. Nandlal Todi (DIN-00581581).

Ms. Sarika Mehra (DIN-06935192) Executive Director retired byrotation at the 31st Annual General Meeting (AGM") where she wasre-appointed. Further Mr. Nandlal Todi (DIN-

00581581) Non-Executive Non-Independent Director retires by rotationat the ensuing AGM and has presented himself for re-appointment. Considering his vastexperience and pioneer role played in the NPR Group his re-appointment is beingconsidered prudent.

b. Company Secretary.

Ms. Rimpa Roy is the Company Secretary of the Company.

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 details thereof including the attendance of the Directors is provided in theCorporate Governance Report which is annexed to this Report.

Further one exclusive meeting of the Independent Directors pursuantto Schedule IV of the Act and sub-regulation 3 of Regulation 25 of the ListingRegulations was held on 12th February 2021.

All the meetings were held in accordance with the provisions of theAct Listing Regulations and the Secretarial Standard-1 (SS-1) in line with the variousrelaxations provided by the Regulatory authorities in the ambit of the COVID-19phenomenon.

10. Policy on Directors' Appointment & Remuneration.

The Company's Nomination and Remuneration Policy contains inter-aliapolicy on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Act and the Listing Regulations.

The Policy defines the basic principles and procedure of nomination anddetermination of remuneration of all the Directors Key Managerial Personnel and thesenior management. It is further intended to ensure that the Company is able to attractdevelop and retain high- performing Directors Key Managerial Personnel and otheremployees and that their remuneration is aligned with the Company's business strategiesvalues and goals. The policy is based on the following pillars:

a. The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run theCompany successfully;

b. The relationship of remuneration to performance is clear and meetsappropriate benchmarks; and

c. The remuneration to directors key managerial personnel and seniormanagement 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 Policy in available on the website of the Company via the link:

http://www.nprfinance.com/showreport.aspx?prmRsCtg=NRP&prmCtgType=S

11. Opinion of the Board with regard to integrity expertise andexperience (including proficiency) of the Independent Directors appointed during the year.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014the Board hereby declares that:

In the opinion of the Board of Directors the integrity expertise andexperience of the Independent Directors of the Company is adequate and commensurate withthe size structure and business requirement of the Company.

Further the Independent Directors have registered their names in theIndependent Directors' databank.

12. Declaration by the Independent Directors and statement oncompliance of Code of Conduct.

All the Independent Directors have furnished the Statement onDeclaration of Independence under section 149 (6) of the Act and Regulation 16 of theListing Regulations. Further the Independent Directors have complied with the Code ofIndependent Directors prescribed in Schedule IV to the Act.

13. Statement on compliance of Code of Conduct for Directors and seniormanagement personnel.

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

14. Disclosure pursuant to Section 177(8) of the Act - Composition ofthe Audit Committee.

As on 31st March 2021 the composition of the AuditCommittee is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) - Chairperson &Independent NonExecutive Director;

b. Mr. Nandlal Todi (DIN-00581581) - Non- Independent Non-ExecutivePromoter Director;

c. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) - IndependentNon-Executive Director;

Ms. Rimpa Roy is the Secretary to the Committee since 1stApril 2019.

Mr. Nitin Guha (DIN- 01107480) expired on 23rd August 2020and accordingly ceased to be a member of the Committee.

During the Financial Year under review the Audit Committee met four(4) times and all such meetings were held in accordance with the provisions of the Actreadwith the Rules made there under and the Listing Regulations. Details of the sameincluding the meeting dates and the attendance of the Committee members are provided inthe Corporate Governance Report.

Further the Board has accepted all the recommendations of the AuditCommittee in the Financial Year 2020-2021.

15. Composition of the Nomination and Remuneration Committee.

As on 31st March 2021 the composition of the Nominationand Remuneration Committee is as under:

a. Mr. Ashok Dhirajlal Kanakia (DIN-00738955)- Chairperson &Independent NonExecutive Director;

b. Mr. Rajendra Kumar Duggar (DIN-00403512) - Independent Non-ExecutiveDirector;

c. Mr. Nandlal Todi (DIN-00581581) - Non-Executive and Non-IndependentDirector;

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) Non-Executive andIndependent Director has been appointed as the Chairperson of the Nomination andRemuneration Committee on 15.09.2020 in place of Mr. Nitin Guha (DIN-01107480) whoexpired on 23rd August 2020.

Mr. Nandlal Todi (DIN-00581581) Non-Executive and Non-IndependentDirector has been appointed as a member of the Nomination & Remuneration Committee on15.09.2020.

Ms. Rimpa Roy is the Secretary to the Committee since 1stApril 2019.

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

16. Composition of the Stakeholders Relationship Committee.

As on 31st March 2021 the composition of the StakeholdersRelationship Committee is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) - Chairperson &Non-Executive Independent Director

b. Mr. Nandlal Todi (DIN-00581581) - Non-Executive Non-IndependentPromoter Director and

c. Mr. Pawan Kumar Todi (DIN-00590156)-Executive Non-IndependentPromoter Director (Managing Director).

Mr. Nitin Guha (DIN-01107480) ceased to a member and Chairperson of theCommittee due to his death on 23rd August 2020.

Mr. Rajendra Kumar Duggar (DIN-00403512) Non-Executive &Independent Director has been appointed as a member and also the Chairperson of theStakeholders Relationship Committee in place of Mr. Nitin Guha (DIN-01107480) on 15thSeptember 2020.

Ms. Rimpa Roy is the Secretary to the Committee.

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

17. Directors' Responsibility Statement.

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

a. In the preparation of Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures if any.

b. The Directors have selected such accounting policies and haveapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at the end ofthe Financial Year ended on 31st March 2021 and of the loss of the companyfor the year under review.

c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d. The Directors have prepared the annual accounts on a going concernbasis.

e. The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and wereoperating effectively.

f. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. Details in respect of frauds reported by auditors under sub-section(12) of section 143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

19. Auditors & Auditors' report.

A. Statutory Auditor

M/s Deoki Bijay & Co. (Firm Registration No. 313105E) hasfurnished a certificate of eligibility in terms of section 139 readwith section 141 of theAct and the rules framed there under.

B. Independent Auditors' Report.

The Self Explanatory Independent Auditors' Report does not contain anyadverse remarks or qualification.

C. Secretarial Auditor.

CS Niaz Ahmed (C.P. No. 5965 Membership No. F9432) Company Secretaryin whole-time Practice who was appointed pursuant to the provisions of Section 204 of theAct read with the Rules made thereunder to issue the Secretarial Audit Report for theFinancial Year ended 31st March 2021 has been further re-appointed at themeeting of the Board held on 30th June 2021 to issue the Secretarial AuditReport for the Financial Year ended 31st March 2022.

D. Secretarial Audit Report.

The Secretarial Audit Report in Form MR-3 does not contain any adverseremarks and is appended to the Directors' Report in Annexure-I.

E. Internal Auditor.

CS Anshika Shroff (C.P. No. 15055 Membership No. A38390) CompanySecretary in whole-time Practice is the Internal Auditor of the Company. She has beenre-appointed at the meeting of the Board held on 30th June 2021.

F. Internal Audit Report.

The Internal Audit Report does not contain any adverse remarks.

20. Annual Secretarial Compliance Report.

Pursuant to Regulation 24A of the Listing Regulations the Company hasobtained an Annual Secretarial Compliance Report from CS Anshika Shroff (C.P. No. 15055Membership No. A38390) Company Secretary in whole-time Practice confirming compliance ofSEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company.There are no observations or adverse remarks in the said report.

21. Maintenance of Cost Records/Cost Audit.

During the financial year under review the Company was classified as aSmall Enterprise under the Micro Small and Medium Enterprises Development Act 2006 andtherefore the maintenance of cost records is not applicable in terms of the proviso toRule 3 of Companies (Cost Records and Audit) Rules 2014. Further requirement of CostAudit in terms of section 148(1) of the Act is also not applicable for the Company.

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

Details pertaining to loans guarantees or investments are provided inthe notes to the Financial Statements.

23. Particulars of contracts or arrangements with related partiesreferred to in sub-section

(1) of Section 188 of the Act in the prescribed form.

All related party transactions contracts or arrangements that wereentered into during the financial year under review were on an arms-length basis and inthe ordinary course 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 materialrelated party transaction as defined in the Listing Regulations and/or section 188 of theAct read with the Rules made thereunder.

The Audit Committee at its meeting held on 13th February2020 had granted omnibus approval in line with the Company's Policy on Related PartyTransactions to pursue related party transactions subject to a maximum threshold limit ofRs1 Crore per transaction for Related Party Transactions that are repetitive in naturefor the financial year 2020-2021. The Committee has on a quarterly basis reviewed thedetails of the Related Party Transactions entered into by the Company pursuant to omnibusapproval accorded. In terms of the Listing Regulations and section 177 of the Act readwiththe Rules made thereunder such omnibus approval is valid only for one year. Furtherconsent of the shareholders was also obtained at the 31st AGM held on 30thSeptember 2020 for approval/ratification of various related party transactions.

In terms of Regulation 23 of the Listing Regulations and section 188 ofthe Act the consent of the members shall be sought at the ensuing 32nd AnnualGeneral Meeting for approval/ratification of various Related Party Transactions.

All the Material Related Party Transactions entered in the ordinarycourse of business and at arm's length basis have been reported in Form No. AOC-2 by wayof Annexure - II in terms of Section 134 of the Act read with the Rules madethereunder.

24. State of Company Affairs & Future Outlook.

As on 31st March 2021 the Company a Non-SystemicallyImportant Non-Banking Financial (Non-Deposit Accepting or Holding) Company does not haveany outstanding public deposits and the Company shall not accept in the Financial Year2021-2022 and thereafter any public deposit without obtaining the prior approval inwriting of the Reserve Bank of India.

Interest Income from Loan after considering losses & write-offs hasgone down by approx. 53% in comparison to previous financial year after taking intoaccount all write-offs provisions & recoveries as the Company has followed acautious approach in fresh financing due to slower identification of new customers. Therehas been shrinkage in creation of new customers' base as the default probability wasprojected to be high during the financial year under review due to decline in income ofthe people against the backdrop of the COVID-19 pandemic. In lieu of the above theNimtala Branch of the Company will be closed with effect from 15th October2021.

Further interest income from: (i) personal loan and (ii)inter-corporate loan has gone down by about 31% & 21% respectively.

The Company expects improvement in growth prospects in the financedivision with expected positive recovery of the global and Indian economy - and therecovery process has already begun across the globe which is a good sign.

There was minimal Money changing business done during the financialyear under review as it has been significantly affected since the last quarter of thefinancial year 2019-2020 due to reduction in travel spends across the Globe on account ofrestricted on travel movement against the backdrop of the COVID-19 phenomenon which hasresulted in major curbing of the money changing operations of the Company.

The future of the Money Changing business of the Company will depend onthe ability to survive the stiff competition and also on its ability to sustain thefurther impacts of the COVID - 19 pandemic.

Gross Income from power generation has gone down by 20.43% incomparison to previous year primarily on account of unexpectedly low winds at variouspoints of time which impacted the generation besides the hindrances which were faced inthe operation and management of the machines due to manpower shortage on account of theCOVID-19 phenomenon.

As the Renewable Energy sector has the continuous support andencouragement of the Government of India this division continues to pose positive growthprospects.

25. Material Changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

The Board of Directors at its meeting held on 30.06.2021 resolved toclose the Nimtala Branch of the Company with effect from 15th October 2021due to shrinkage in customer base on account of the COVID-19 pandemic.

There were no other material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of thisDirectors' Report.

26. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules2014:

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. Furtherthe Company has not entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgoduring the financial year under review.

27. Risk Management Policy.

The Company has a Risk Management Policy which provides for theidentification therein of elements of risk which in the opinion of the Board may threatenthe existence of the Company. The details pertaining to various types of risks aredescribed in the Management Discussion and Analysis report which is annexed to theDirectors' Report.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directorsinter-alia amongst others review the system from time to time to ensure that RiskManagement is robust and satisfactory. The Company is not required to have a RiskManagement Committee and has voluntarily complied with the constitution of the RiskManagement Committee in terms of the Listing Regulations. Further in terms of Regulation17(9)(b) of the Listing Regulations the Board of Directors is responsible for framingimplementing and monitoring the Risk Management Plan of the Company and has delegated thepower of monitoring and reviewing of the risk management plan to the Risk ManagementCommittee.

The Risk Management Committee is responsible for laying down proceduresto inform Board members about the risk assessment and minimization procedures.

28. Manner of formal annual evaluation of the performance of the Boardits Committees and that of its individual directors.

The manner of formal annual evaluation of the performance of the Boardits committees and that of the individual directors is morefully described in theCorporate Governance Report which is annexed to the Directors' Report. The evaluation isperused on the basis of the Company's performance evaluation policy.

29. Change in the nature of business.

There has been no change in the nature of business of the Company inthe Financial Year under review.

30. Disclosures relating to Subsidiaries Associates and Jointventures.

The Company does not have any Subsidiary or associate companies (asdefined in Section 2(6) of the Act) nor is associated with any joint ventures andtherefore the disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules2014 is not applicable for the Company.

31. Details in respect of adequacy of internal financial controls withreference to the Financial Statements.

The Audit Committee of the Company ensures that there is a directrelationship between the Company's objectives and the internal financial controls itimplements to provide reasonable assurance about their achievement.

In this connection the Audit Committee in coordination with theInternal Audit Department periodically reviews the following:

a. Transactions are executed in accordance with the management'sgeneral or specific authorization;

b. All transactions are promptly recorded in the correct amount in theappropriate accounts and in the accounting period in which they are executed so as topermit preparation of financial information within a framework of recognized accountingpolicies and practices and relevant statutory requirements if any;

c. Accountability of assets is adequately maintained and assets aresafeguarded from unauthorized access use or disposition.

The Company has in place an Internal Financial Control Policy framed inaccordance with the Companies Act 2013 readwith the Rule thereunder the SEBI(Prohibition of Insider Trading)(Amendment) Regulations 2018 and other applicable laws inforce.

There is a proper allocation of functional responsibilities within theCompany and it is ensured that the quality of personnel commensurate with theirresponsibilities and duties. Further proper accounting and operating procedures arefollowed to confirm the accuracy and reliability of accounting data efficiency inoperation and safety of the assets. The regular review of work of one individual byanother minimizes the possibility of fraud or error in the absence of collusion.

A reference is made in this connection to the CEO & CFOCertification which forms part of the Annual Report.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Company has no employee whose remuneration exceeds the limitprescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

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

In computing the various parameters the remuneration is as per theIncome Tax Act 1961.

(i) Ratio of Remuneration of each director to the median remunerationof the employees of the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Nandlal Todi Paid Sitting Fees only
Pawan Kumar Todi 19.47 times(approx.)
Sarika Mehra 14.31 times(approx.)
Nitin Guha Paid Sitting Fees only
Rajendra Kumar Duggar Paid Sitting Fees only
Ashok Dhirajlal Kanakia Paid Sitting Fees only

(ii) The percentage increase in the remuneration of each DirectorChief Financial Officer Chief Executive Officer Company Secretary or Manager if any inthe financial year.

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
Nitin Guha - Non-executive Director -Paid Sitting Fees only
Rajendra Kumar Duggar - Non-executive Director -Paid Sitting Fees only
Ashok Dhirajlal Kanakia -Paid Sitting Fees only
Pawan Kumar Todi - Managing Director -14.91%
Sarika Mehra - Executive Director 23.86%
Ashok Kumar Shah - Chief Financial Officer of the Company -16.06%
Rimpa Roy -Company Secretary -7.85%

(iii) The percentage increase in the median remuneration of theemployees in the financial year.

There has been an increase of 42.56% in the median remuneration of theemployees in the Financial Year.

(iv) The number of permanent employees on the rolls of the company.

As on 31st March 2021 there are 58 employees on the rollof the Company.

(v) A. Average percentile increase made in the salaries of employeesother than the managerial personnel in the last financial year.

Percentile increase in the salary in 2020-2021 Percentile increase in the salary in 2019-2020
-3.29% -4.73%

B. Its comparison with the percentile increase in the managerialremuneration and justification thereof.

In comparison to the aforesaid decrease of 3.29% of other employeesthe salary of the Managerial Personnel decreased by 4.97%.

Average salary of employees and managerial personnel in 2020-2021 hasgone down due to reduction in Salary in the backdrop of Covid 19 phenomenon.

C. Whether there are any exceptional circumstances for increase in themanagerial remuneration.

There are no exceptional circumstances prevalent for increase in themanagerial remuneration.

(vi) Affirmation that the remuneration is as per the remunerationpolicy of the company.

The Board of Directors hereby affirm that the remuneration paid to alldirectors Key Managerial Personnel is in accordance with the Nomination and RemunerationPolicy of the Company.

II. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided hereinbelow:

Details of the top ten employees in terms of remuneration drawn:

Name of the employee Designation Remuneration in Rs. Nature of Employment whether contractual or otherwise. Qualification & Experience of the employee.
Pawan Kumar Todi Managing Director 2557260 Contractual 1 .Qualification: B.Com.(Hons.)
2. Experience: 39 years
Sarika Mehra Executive Director 1842111 Contractual 1 .Qualification: B.Com.(Hons.) ACS AICMA.
2.Experience: 21 years.
Ashok Kumar Shah Chief Financial Officer 891110 Permanent 1 .Qualification: B.Com. (Hons.).
2.Experience: 46 years.
Shankar Birjuka General Manager 875345 Permanent 1 .Qualification: B.Com.
2.Experience: 42 years.
Bashistha Mukherjee Senior Manager - Micro Finance 638835 Permanent 1 .Qualification: M.B.A.
2.Experience: 17 years
Rimpa Roy Company Secretary 537496 Permanent 1 .Qualification: B.Com.(Hons.) ACS.
2.Experience: 10 years.
Ashim Karmakar System In-charge 495194 Permanent 1 .Qualification: B.Com.
2.Experience: 27 years.
Narendra Amrutlal Dy. Manager- Legal & Recov. 470221 Permanent 1 .Qualification: B.Com.
Dabhi (Ahmedabad Branch) 2.Experience: 30 years
Tapas Adhikary Area Manager 457390 Permanent 1 .Qualification: B. Com.
2.Experience: 13 years
Uttam Kumar Majumdar Manager (Finance) 420629 Permanent 1 .Qualification: B. Com.
2.Experience: 40 years
Name of the employee Date of commencement of employment Age of such employee Last Employment held by such employee before joining the company. Percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2)of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Pawan 01/11/1994 68 - 1. Individual Capacity (13.26%)
Kumar Todi 2. Karta of Pawan Kumar Todi HUF (1.24%)
3. Karta of Pawan Kumar Raj Kumar Todi HUF (1.67%)
4. Karta of Pawan Kumar Nandlal Todi HUF (0.98%)
5. Spouse: Mrs. Renu Todi (0.48%)
Sarika Mehra 17/04/2000 46 - -
Ashok Kumar Shah 01/07/1975 65 Ganeshnarayan Brijlal Private Limited
Shankar Birjuka 01/04/1995 63 Chinar Builders Pvt. Ltd. -
Basishtha Mukherjee 01/01/2019 43 Jana Small Finance Bank -
Rimpa Roy 01/11/2016 (effective date of appointment to current designation : 01/04/2019) 34 GNB Motors Pvt. Ltd.
Ashim Karmakar 01/06/1996 51 Minisoft Pvt. Ltd. -
Narendra Amrutlal Dabhi 09/10/2007 59 Mas Financial Services Limited
Tapas 14/05/2019 33 Jana Small -
Adhikary Finance Bank
Uttam Kumar Majumdar 02/05/1986 64 Bose Industries Pvt Ltd

Mr. Pawan Kumar Todi (DIN-00590156) is the son of Mr. Nandlal Todi(DIN-00581581) - Member of the Board of Directors. None of the other employees is arelative of any director or manager of the Company.

33. Vigil Mechanism/Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed toprovide a vigilance mechanism for the directors and employees of the Company to raiseconcern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The purpose of this Policyis to encourage the Company's directors and employees who have concerns about suspectedmisconduct to come forward and express these concerns without fear of punishment or unfairtreatment.

No personnel have been denied access to the Audit Committee. There wereno instances of reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explainedin the Corporate Governance Report and also disclosed on the website of the Company viathe weblink:

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

34. Insider Trading.

The Company has in place various Codes/policies pursuant to the SEBI(Prohibition of Insider Trading) Regulations 2015 as amended from time to time.

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

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

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

Ms. Rimpa Roy has been appointed as the Nodal Officer with effect from1st April 2019. Claimants may contact the Nodal Officer: Ms. Rimpa RoyCompany Secretary through the dedicated e-mail Id for the said purpose:unclaimeddividend@nprfinance.com. Alternatively the claimants may also write theirconcerns to the Nodal Officer addressed at the Registered Office. The relevant details inthe above matter including the relevant notification of the Ministry contact details ofthe Nodal Officer access link to the refund webpage of the IEPF Authority website etc.are available on the website of the Company via the following link:

http://www.nprfinance.com/showreport.aspx?prmRsCtg=UUD&prmCtgType=S

36. Compliance to norms prescribed by RBI for NBFCs.

Your Company has been complying with all the requisite applicable normsprescribed by the Reserve Bank of India for Non-Deposit Taking Non-SystematicallyImportant NBFCs.

37. Green Initiative.

To support the 'Green Initiative' in the Corporate Governance taken bythe Ministry of Corporate Affairs to contribute towards greener environment and toreceive all documents notices including Annual Reports and other communications of theCompany investors should register/update their e-mail addresses:

(i) with the Company by e-mailing request at: investors@nprfinance.comalong with scanned self-attested copy of PAN Card & address proof if shares are heldin physical mode; or

(ii) with their Depository Participant if the holding is in electronicmode.

Electronic Copies of the Annual Report and Notice of the Annual GeneralMeeting are sent to all members whose e-mail addresses are registered with theCompany/Depository Participant(s).In the light of relaxations provided by the Ministry ofCorporate Affairs & SEBI amidst the COVID- 19 pandemic Notice of the AGM along withthe Annual Report 2020-2021 is being sent only through electronic mode to those Memberswhose email addresses are registered with the Company/ Depositories.

In terms of Section 108 of the Act and Rule 20 of the Company's(Management and Administration) Rules 2014 the Company is providing remote e-votingfacility to all the members to enable them to cast their votes electronically on all theresolutions set forth in the Notice.

38. Mandatory update of PAN and Bank details against shareholding andtransfer of shares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations todebar listed companies from accepting request for transfer of securities which are held inphysical form with effect from April 1 2019. The shareholders who continue to holdshares and other types of securities of listed companies in physical form even after thisdate will not be able to lodge the shares with company / it's RTA for further transfer.They will need to convert them to demat form compulsorily if they wish to effect anytransfer. Only the requests for transmission and transposition of securities in physicalform will be accepted by the listed companies / their RTAs. All shareholders holdingshares in physical form have been duly notified of the same by Postal mode ofcommunication and have been provided with the requisite form for furnishing PAN and Bankdetails. Further two subsequent reminders thereof have also been sent to theshareholders.

39. Compliance to 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 strives to provide a safe working environment to all itsemployees including its women employees and is committed to the protection of womenagainst sexual harassment.

In adherence to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 read with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Rules 2013 theCompany has in place a Policy for prevention of Sexual Harassment of Women. All employees(permanent contractual temporary trainees) are covered under this Policy.

The Board of Directors do hereby confirm and state that NPR Group hasconstituted an Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to look into the mattersrelating to sexual harassment at workplace. More than one half of the members of theCommittee are women. The Board hereby confirm that the composition of the Committee is inline with the requirement of the aforementioned law in force. Ms. Rimpa Roy CompanySecretary is the Presiding Officer of the Committee.

In the event of any sexual harassment at workplace any woman employeeof the NPR Group may lodge complaint to Ms. Rimpa Roy in writing or electronically throughe-mail at: rimparoy@nprfinance.com.

During the period under review no complaints pertaining to sexualharassment of women at workplace were received by the Company. Accordingly in terms ofsection 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 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

40. Management's Discussion and Analysis Report.

The Management's Discussion and Analysis Report in terms of the ListingRegulations forms part of the Annual Report.

41. Affirmation on Compliance of Secretarial Standards.

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

42. General.

No disclosure or reporting is required in respect of the followingitems as there were no 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 SocialResponsibility Committee or to undertake any CSR activities in terms of the provisions ofSection 135 of the Act and accordingly the requisite disclosure requirement as isspecified in Section 134(3) (o) of the Act is not applicable on the Company.

b. Details of deposits which are not in compliance with therequirements of Chapter V of the Act.

The Company has neither accepted any deposits during the financial yearunder review nor has any outstanding deposits as on 31st March 2021.Accordingly the question of unpaid or unclaimed deposits does not arise.

c. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's futureoperations

No significant and material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's futureoperations.

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

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

e. the details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their statusas at the end of the financial year in terms of Rule 8(5) (xi) of the Companies (Accounts)Rules 2014.

There were no such instances during the financial year under review.

f. the details of difference between amount of the valuation done atthe time of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereto in terms of Rule 8(5) (xii) of theCompanies (Accounts) Rules 2014.

Not Applicable.

43. Acknowledgement.

Your Directors wish to place on record their gratitude for the valuableguidance and support rendered by the Government of India various State Governmentdepartments Financial Institutions Banks and stakeholders including but not limitedto shareholders customers and suppliers among others. We place on record ourappreciation of the contribution made by our employees at all levels.

The Directors look forward to the continued support of all thestakeholders in the future and appreciate and value the contribution made by every memberof the Company.

On Behalf of the Board of Directors For NPR Finance Ltd

Rajendra Kumar Duggar shok Ku ar Shah Ri pa Roy
Chairperson Chief Financial Officer Company Secretary
DIN- 00403512 Membership No. A27781
Place: Kolkata
Date: 30.06.2021

.