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NPR Finance

BSE: 530127|ISIN: INE446D01011|SECTOR: Finance - Leasing & Hire Purchase
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VOLUME 55
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the 26th Annual Report of
 the Company together with Audited Accounts for the year ended 31st
 March, 2015.
 
 1.  Financial Summary or Highlights:
 
 The highlights of the financial performance of the Company for the
 financial year ended 31st March, 2015 as compared to the previous
 financial year are as under:                               Rs. in Lacs
 
 Particulars                                     2014-2015     2013-2014
 
 Gross Profit before depreciation,
 
 interest and Tax                                   443.03       336.24
 
 (Less) depreciation                               (61.40)      (76.29)
 
 (Less) : Interest                                 (49.74)      (41.30)
 
 (Less) : Provision for Current Tax               (125.43)      (94.70)
 
 Add/(Less) : Provision for Deferred Tax             22.02        24.07
 
 Net Profit after tax                               228.48       148.02
 
 Add : Brought forward from previous year          1540.17      1423.73
 
 Add/(Less) : Income Tax adjustment
 of earlier years                                    (0.53)      (1.98)
 
 Add/ (Less) :Depreciation Adjustments
 of earlier years                                    (16.84)         -
 
 Profit available for appropriation                  1751.28    1569.77
 
 APPROPRIATIONS
 
 Statutory Reserve                                     45.69      29.60
 
 Surplus Carried to balance sheet                    1705.59    1540.17
 
 Total                                               1751.28    1569.77
 
 2.  Dividend
 
 Profit after tax for the financial year ended 31st March, 2015 has
 increased by Rs.80.45 lacs. However, such increase is by & large
 attributable to interest income from Inter Corporate Deposits given to
 related parties and one time compensation received from settlement of
 property.
 
 The Board of Directors have not recommended any dividend in respect of
 the Financial Year under review as the Company has scaled down its core
 business activity of financing three wheeler and the Board feels it
 necessary to conserve the internal accruals and financial reserves of
 the Company so that the Company can exploit the opportunities to
 undertake development projects for improving the profitability of the
 Company in the long run.
 
 3.  The amount proposed to be carried to reserves
 
 The details of the amounts apportioned to the reserves has been provided
 in Point No. 1 of this Directors Report under the category Financial
 Summary or Highlights.
 
 4.  Disclosure pertaining to the effect on the financial results of
 material changes in the composition of the Company, if any, pursuant to
 Clause 41(IV)(m) of the Listing Agreement
 
 There has not been any material change in the composition of the
 Company and therefore the Disclosure of Clause 41(IV)(m) of the Listing
 Agreement pertaining to material changes in the composition ofthe
 Company, is not applicable upon the Company.
 
 5.  Change in Share Capital
 
 During the year under review, there has been no change in the
 Authorised or Paid-up Share Capital.
 
 The Authorised Share Capital of the Company stands at Rs. 7,00,00,000/-
 divided into 70,00,000 Equity Shares of Rs. 10 each.
 
 The Paid - up Share Capital of the Company is Rs. 5,98,96,000 divided
 into 59,89,600 Equity Shares of Rs.10/Rs. each.
 
 6.  Listing
 
 The equity shares continue to be listed on the BSE Ltd. which has
 nation-wide terminals and therefore, shareholders/ investors are not
 facing any difficulty in trading in the shares of the Company from any
 part of the country. The Company has paid the annual listing fee for
 the financial year 2015-16 to BSE Ltd.
 
 7.  Corporate Governance Report
 
 Your Company has been complying with all the requirements of the code
 of Corporate Governance, 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
 regarding compliance of condition of Corporate Governance is annexed to
 the said Report.
 
 8.  Extract of the Annual Return
 
 The Extract of the Annual Return as on the financial year ended on 31st
 March, 2015, in Form MGT-9 pursuant to section 92(3) of the
 CompaniesAct, 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.
 
 9.  Number of Meetings of the Board
 
 The Board of Directors of the Company met four(4) times during the
 Financial Year under review.
 
 Further, one exclusive meeting of the Independent Directors, pursuant
 to Schedule IV of the CompaniesAct, 2013 and Clause 49(II)(B)(6) of the
 Listing Agreement was held on 28th March, 2015.
 
 The Meetings were held in accordance with the provisions of the
 Companies Act, 2013 and the Listing Agreement.
 
 The details of the Meetings of the Board of Directors during the
 Financial Year 2014-15 is encompassed in the Corporate Governance
 Report which is annexed to the said Report.
 
 10. Disclosure pursuant to Section 177(8) of the Companies Act,
 2013-Composition of the Audit Committee.
 
 The Audit Committee of the Company comprises of three nonexecutive
 independent directors and one non-executive promoter director as on
 31st March, 2015.
 
 The Committee is chaired by a non-executive Independent Director, Mr.
 Nitin Guha (DIN- 01107480).
 
 The details of the same is morefully provided in the Corporate
 Governance Report.
 
 During the Financial Year under review, the Committee met four(4) times
 and all such meetings were held in accordance with the provisions of
 the CompaniesAct, 2013 and the Listing Agreement.
 
 Further, the Board of Directors have accepted all the recommendations
 of the Audit Committee in the Financial Year 2014-15.
 
 11. Composition of the Nomination and Remuneration Committee
 
 The Remuneration Committee was constituted on 30/10/2002. However, it
 was reconstituted as the Nomination and Remuneration Committee at the
 meeting of the Board of Directors held on 16th May, 2014 pursuant to
 the requirements of Section 178 of the Companies Act, 2013.
 
 The Nomination and Remuneration Committee of the Company comprises of
 three Non Executive Independent Directors.
 
 The details of the Committee is provided in the Corporate Governance
 Report.
 
 12. Composition of the Stakeholders Relationship Committee
 
 The Share Transfer and Investors Grievance Committee was reconstituted
 as the Stakeholders Relationship Committee at the meeting of the Board
 of Directors held on 16th May, 2014 pursuant to the requirements of
 Section 178 of the Act.
 
 The Committee consists of one Non - Executive Independent Director and
 two Promoter Directors as on 31st March, 2015.
 
 The details 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 Act, the Directors hereby confirm and state that:
 
 a.  In the preparation of Annual Accounts, the applicable Accounting
 Standards have been followed along with the proper explanation relating
 to material departures, if any.
 
 b.  The Directors have selected such accounting policies and have
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as on the Financial Year ended on 31st March,
 2015 and of the profit of the company for the year under review.
 
 c.  The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets 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 the Company and such internal financial controls are
 adequate and were operating effectively.
 
 f.  The Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 14.  Declaration by the Independent Directors
 
 Section 149(7) of the Act requires every independent director to give a
 declaration that he meets the criteria of Independence, at the first
 Board Meeting of every financial year.
 
 Accordingly, the Statement of Declaration of Independence has been
 submitted by all the Independent Directors; viz: Mr. Nitin Guha (DIN:
 01107480),Mr. Rajendra Kumar Duggar (DIN:-00403512 ) and Mr.Arun Charan
 Mukherji (DIN:- 00063975),vide their letters dated 16th April, 2015.
 
 15.  Policy on Directors'' Appointment & Remuneration
 
 Pursuant to the provisions of Section 178(4) of the Act read with the
 Rules made thereunder and Clause 49 of the Listing Agreement, the
 Nomination and Remuneration Committee has formulated the criteria for
 determining qualifications, positive attributes and independence of a
 director and has further formulated a policy relating to the
 remuneration for directors, key managerial personnel and other
 employees, which has been duly approved by the Board of Directors.
 
 While formulating the Policy, the Nomination and Remuneration Committee
 has assured that:
 
 a.  The level and composition of remuneration is reasonable and
 sufficient to attract, retain and motivate directors of the quality
 required to run the Company successfully;
 
 b.  The relationship of remuneration to performance is clear and meets
 appropriate benchmarks;and
 
 c.  The remuneration to directors, key managerial personnel and senior
 management involves a balance between fixed and incentive
 pay,reflecting short and long-term performance objectives appropriate
 to the working of the Company and its goals.
 
 The details of the same have been provided in the Corporate Governance
 Report for the Financial Year 2014-15.
 
 16. Auditors & Auditors'' report
 
 A.  Statutory Auditors
 
 M/s R. P. Boobna & Co.(Firm Registration No. 304093E),
 CharteredAccountants of209,A.J.C. Bose Road, Karnani Estate, 2nd
 Floor, Room No. 87, Kolkata 700 017, retire from the office of the
 Auditors and being eligible, offer themselves for reappointment.
 
 In this connection, M/s R.P. Boobna & Co. have expressed their
 willingness for re-appointment and have furnished a Certificate of
 Eligibility pursuant to Section 141 of the Act read with the Rules
 framed thereunder.
 
 Based on the recommendation of the Audit Committee, the Board of
 Directors recomend their re-appointment to the shareholders.
 
 B.  Independent Auditors'' Report
 
 The Self Explanatory Independent Auditors'' Report does not contain any
 adverse remarks or qualification.
 
 C.  Secretarial Auditor
 
 Pursuant to the provisions of Section 204 of the Act read with the
 Rules made thereunder, Mr. NiazAhmed (C.P. No. 5965, Membership No.
 15555), Company Secretary in whole-time Practice, was appointed for the
 issuance of the Secretarial Audit Report for the Financial Year
 2014-15.
 
 D.  Secretarial Audit Report
 
 The Report of the Secretarial Audit Report does not contain any adverse
 remark save and except the following:
 
 1.  There was a delay beyond 30 days (within 300 days), in filing form
 CHG-1 by the Company.
 
 The delay has been due to delay in the availability of requisite
 information from the Charge Holder.
 
 2.  The Company has received Show Cause Notice & query letters
 regarding violation of the Companies Act, 1956, with reference to its
 Financial Statements disclosure for the Accounting Year 2011-12.
 
 Queries have been raised in this regard and the Company has been
 replying from time to time.
 
 3.  There has been a delay by the Company in submission of the Monthly
 Cash Transaction Report to the Reserve Bank of India for the months of
 July, 2014 to December, 2014.
 
 Pursuant to the switch over from physical filing to e- filing mode by
 FIU-RBI IND, the Co. registered the name of its Principal Officer and
 subsequently received the password on 01.08.14. However, the report
 could not be uploaded due to technical errors. The same was submitted
 on 28th January, 2015.
 
 4.  There has been a delay in TDS Deposit for the months of December
 2014 and January, 2015.
 
 The delay was caused due to erroneous omission to account for the
 payment made under Section 194C (TDS on Contractor/Sub Contractor) of
 the Income Tax Act, 1961.
 
 5.  There has been a delay in depositing Service Tax liability for the
 months of September, 2014 and March, 2015.
 
 The head office was closed from 01.10.14 to 07.10.14 due to Puja
 holiday and henceforth the service tax deposit was delayed for
 September, 2014. Further, for the month of March, 2015, the Service tax
 payment was delayed due to delay in bills provided by the concerned
 party.
 
 The Secreterial Audit Report is appended to the Directors'' Report in
 Annexure-II.
 
 E Cost Auditors
 
 M/s. M.G. Associates, Cost Accountants, having registered office at
 Mishra Niwas, Punjabi Para (Chitra), P.O.-Radhanagar Road, Burnpur-713
 325, were re-appointed as the Cost Auditors of the Company for the
 Financial Year ended 31st March, 2015.
 
 However, as explained below, since the Company is no longer required to
 appoint any Cost Auditor for the ensuing financial year and therefore,
 re-apointment of M/s M.G. Associates for the Financial year 2015-16 is
 not being proposed by the Board of Directors.
 
 F. Cost Audit Report
 
 Pursuant to the Notification,dated 31st December, 2014 as issued by the
 Ministry of CorporateAffairs regarding Companies (Cost Records and
 Audit) Amendment Rules, 2014, the Company no longer falls in the ambit
 of Cost Audit and therefore, no Cost Audit Report has been prepared for
 the Financial Year 2014-15.
 
 17.  Particulars of Loans, guarantees or investments under Section 186
 of the Act.
 
 The provisions of Section 186 of the Act are not applicable upon a
 Non-Banking Financial Company. Therefore, the Company is not required
 to provide any disclosure pursuant to Section 134(3)(g) of the Act.
 
 18.  Particulars of contracts or arrangements with related parties
 referred to in sub-section (1) of Section 188 of the Act in the
 prescribed form.
 
 All related party transactions,contracts or arrangements that were
 entered into,during the financial year under review, were on an
 arms-length basis and in the ordinary course of business. The Company
 has adhered to its Policy on Related Party Transactions and
 Materiality of Related Party Transactions while persuing all Related
 Party transactions.
 
 During the year under review, the Company has entered into material
 related party transaction as defined in Clause 49 of the Listing
 Agreement. Further, the Audit Committee at its Meeting held on 27th
 May, 2015 , has accorded omnibus approval in line with the Company''s
 Policy on Related Party Transactions, to persue related party
 transactions subject to a maximum threshold limit of Rs.1 Crore per
 transaction for Related Party Transactions that are repetitive in
 nature, for the financial year 2015-16.The Committee shall on a
 quarterly basis, review the details of the Related Party Transactions
 entered into by the Company pursuant to each omnibus approval accorded.
 
 All the Material Related Party Transactions entered in the ordinary
 course of business and at arm''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.
 
 19.  State of Company Affairs & Future Outlook
 
 NPR Finance Ltd. believes in the attainment of high level of
 transparency, accountability and equity. The Company is guided by the
 notion of good corporate governance and follows it in letter as well as
 in spirit. The Company has since time immemorial, been committed to
 transparency and fairness in dealing with all stakeholders. The
 Company believes in the conduct of the affairs in a fair and
 transparent manner by adopting highest standards of professionalism,
 honesty, integrity and ethical behaviour. The Company is committed to
 developing a culture where it is safe for all employees to raise
 concerns about any poor or unacceptable practice and any event of
 misconduct or violation of law in force.
 
 The Company has obtained a Certification of Registration from the
 Reserve Bank of India, for conversion into a NonDeposit Accepting NBFC.
 
 As on 31st March, 2015, Company has no outstanding public deposit and
 the Company shall not accept in future and in the Financial Year
 2015-2016, any public deposit without obtaining prior approval in
 writing of the Reserve Bank of India.
 
 The Company''s financial disbursement continues to remain low at Rs.
 473.59 Lacs in the 4th year of succession. Keeping in view the
 difficult operating environment in financing of three-wheelers and
 commercial vehicles,the Company is striving hard to make recoveries
 against losses and write-offs booked in the financial year under review
 as well as the earlier financial years. The Company has recorded ''
 279.28 lacs towards recovery from bad debts as against Rs. 278.65 lacs
 recorded in the previous year.
 
 Due to stiff competition from other NBFC''s and large players in the
 market, the Company is shifting its focus from Financing activities to
 Real Estate activities.
 
 Company has booked Rs.186.44 lacs towards income from Real Estate
 during the Financial Year under review and the Company is also tapping
 opportunities to undertake Real Estate development projects,which are
 likely to give a reasonable and sustainable profit, albeit, in the
 long-term.
 
 In the current financial year, the Company is also expecting consistent
 profitability on account of interest income on inter-corporate deposits
 given to related parties and others.
 
 Money Changing Business is operational in Kolkata and the Company
 expects consistent but modest profitability from this area of business.
 
 Profitability from Wind Power generation primarily depends on wind
 velocity. Company is also getting incremental revenue of 15 paise per
 unit of generation on year to year basis as per Power Purchase
 Agreement entered with Maharashtra State Electricity Board.
 
 The Company is poised for growth and is making all required efforts in
 furtherance of its business objectives.
 
 20. Material Changes and commitments, if any, affecting the financial
 position of the Company, which have occurred between the end of the
 financial year of the company to which the financial statements relate
 and the date of the report.
 
 No Material Changes and commitments affecting the financial position of
 the Company, have occurred between the end of the financial year of the
 company to which the financial statements relate and the date of this
 Directors'' Report.
 
 21. Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings And Outgo
 
 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 Companies Act, 2013 read with
 the Rules made there under,the Company has no activity relating to
 Technology Absorption. Further, the Company has not entered into any
 technology transfer agreement.
 
 c.  Foreign Exchange earnings and outgo
 
 Further, the Company does not have Foreign Exchange earnings and outgo
 during the financial year under review.
 
 22. Risk Management Policy
 
 Pursuant to Clause 49 of the Listing Agreement provisions and in
 compliance with Section 134(3)(n) of the Act, the Company has in place
 a Risk Management Policy which provides for the identification of
 elements of risk , which in the opinion of the Board may threaten the
 existence of the Company.
 
 Pursuant to Schedule IV (II)(4) of the Act, the Independent Directors,
 inter-alia amongst others, review the system from time to time to
 ensure that Risk Management is robust and satisfactory.
 
 Further, in compliance with Clause 49(I)(D)(2)(a) of the Listing
 Agreement, the Board of Directors have also been reviewing on a
 periodical basis, the Risk Management Policy of the Company to make it
 at par with the Company''s objectives. The Board of Directors is
 responsible for framing, implementing and monitoring the Risk
 Management Plan of the Company pursuant to Clause 49 (VI)(B) of the
 Listing Agreement.
 
 In this connection, the Risk Management Committee of the Company,
 headed by Shri Pawan Kumar Todi (DIN-00590156), Managing Director of
 the Company, monitors and reviews the risk management plan of the
 Company. It is responsible for laying down procedures to inform Board
 members about the risk assessment and minimization procedures. This is
 described morefully in the Corporate Governance Report.
 
 23. Policy on Corporate Social Responsibility (CSR) Initiatives
 
 Pursuant to provisions of Section 135 of the Act, the Company is not
 required to constitute a Corporate Social Responsibility Committee or
 to undertake any CSR activities.
 
 Therefore, the Company is not required to make any disclosure as
 specified in Section 134(3)(o) of the Act.
 
 24. Manner of formal annual evaluation by the Board of its own
 performance and that of its committees and individual directors.
 
 Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the
 Companies (Accounts) Rules, 2014, other applicable provisions of the
 Act, and various applicable clauses of the Listing Agreement, the
 disclosure regarding the manner of formal annual evaluation by the
 Board of its own performance and that of its various committees and
 individual directors is provided hereto:
 
 a.  Evaluation Criteria
 
 Pursuant to Clause 49(IV)(B)(2) of the Listing Agreement, the
 Nomination and Remuneration Committee shall formulate criteria for
 evaluation of the performance of the Independent Directors and the
 Board.
 
 The Board, in adherence to the fulfillment of their responsibilities as
 stipulated in Clause 49 (I)(D)(2)(i) of the ListingAgreement, shall
 monitor & review the Board Evaluation Framework and evaluate the
 performance of all the Board Committees.
 
 Further, pursuant to Clause 49(IV)(B)(1), the Nomination and
 Remuneration Committee has formulated criteria for determining
 qualifications, positive attributes and independence of a director and
 recommended to the Board a policy, relating to the remuneration of the
 directors, key managerial personnel and other employees. The details of
 the same is morefully described in the Corporate Governance Report.
 
 The Nomination and Remuneration Committee also identifies persons
 qualified to become directors and who may be appointed in senior
 management in accordance with the criteria laid down, and recommends to
 the Board their appointment and removal and carries out the evaluation
 of every director''s performance in accordance with Section 178(2) of the
 Act readwith the Rules framed thereunder and Clause 49(IV)(B)(4) of the
 Listing Agreement.
 
 Further, the Committee has also devised a Policy on Board Diversity as
 provided in Clause 49(IV)(B)(3) of the Listing Agreement.
 
 The Board of Directors in adherence to the fulfillment of their
 responsibilities as stipulated in Clause 49(I)(D)(2)(i) of the Listing
 Agreement, monitor & review the Board Evaluation Framework.
 
 b.  Performance Evaluation of the individual directors
 
 Pursuant to section 178(2) of the Act, the Nomination and Remuneration
 Committee of the Company carries out the performance evaluation of the
 individual directors.
 
 c.  Board of Directors
 
 A separate meeting of the Independent Directors of the Company was held
 on 25th March, 2015,pursuant to Clause VII of Schedule IV to the Act
 and Clause 49(II)(B)(6) of the Listing Agreement, for transacting the
 following businesses as setforth in the Agenda :
 
 1.  Review the performance of the non-independent directors and the
 Board as a whole.
 
 2.  Review the performance of the Chairman of the Company, taking into
 account the views of the executive directors and non-executive
 directors.
 
 The same was perused in accordance with the evaluation criteria
 determined by the Nomination and Remuneration Committee.
 
 The Independent Directors of the Company in fulfilling their role and
 functions as specified in Clause II of Schedule IV to the Act, help in
 bringing an objective view in the evaluation of the performance of the
 Board and management.
 
 The Independent Directors expressed satisfaction over the performance
 of all the non-independent Directors and the Chairman.
 
 d.  Performance Evaluation of the Independent Directors
 
 Pursuant to Clause VIII of Schedule IV to the Act and Clause
 49(II)(B)(5) of the Listing Agreement, the performance evaluation of
 the Independent Directors is perused by the entire Board of Directors,
 excluding the director being evaluated.
 
 On the basis of the report of performance evaluation, the extension of
 the term of appointment or its continuance in respect of the
 independent directors is being considered.
 
 e.  Performance Evaluation of the Committee
 
 The Board of Directors evaluate the performance of all the Board
 Committees, based on the Company''s Performance Evaluation Policy.
 
 25. Nomination and Remuneration Policy
 
 Section 178 of the Act, read with Rules made thereunder and Clause
 49(IV)(B) of the Listing Agreement, defines the role of the Nomination
 and Remuneration Committee to include, inter alia amongst others, the
 following:
 
 a.  To formulate the criteria for determining qualifications, positive
 attributes and independence of a director and to recommend to the Board
 a policy, relating to the remuneration of the directors, key managerial
 personnel and other employees.
 
 b.  To identify persons who are qualified to become directors and who
 may be appointed in senior management in accordance with the criteria
 laid down, and recommend to the Board their appointment and removal.
 
 Accordingly,based on the recommendation of the Nomination and
 Remuneration Committee, the Board of Directors have adopted a
 Nomination and Remuneration Policy which is reproduced in Annexure-IV.
 
 26. Change in the nature business:
 
 There has been no change in the nature of business of the Company in
 the Financial Year under review.
 
 27. Directors & Key Managerial Personnel
 
 a.  Non-Executive & Executive Directors:
 
 Mr. Nandlal Todi (DIN-00581581), being Promoter Director of the
 Company, retires by rotation at the ensuing Annual General Meeting and
 being eligible offers himself for re-appointment.He is relative of Mr.
 Pawan KumarTodi (DIN-00590156), Managing Director of the Company.
 
 Mr. Pawan KumarTodi (DIN-00590156),has been re-appointed as the
 Managing Director for a period of five years effective from 1st
 November, 2014.
 
 Further, Ms. Sarika Mehra (DIN-06935192),erstwhile Executive
 Vice-President & Company Secretary was appointed as an Additional
 Director of the Company with effect from 28th July, 2014 and
 subsequently appointed as the Executive Director & Company Secretary of
 the Company for a period of Five years from the conclusion of the 25th
 Annual General Meeting ofthe Company, held on 19th September, 2014.
 
 b.  Independent Directors:
 
 Pursuant to Section 149 of the Act, read with the Rules made
 thereunder, the Independent Directors shall hold office for a period of
 upto 5 consecutive years and shall not be liable to retire by rotation.
 They may be appointed for a maximum of two consecutive terms of upto 5
 years each. In terms of revised Clause 49 of the listing agreement ,
 applicable from 1st October, 2014, in case the Independent Director has
 already served for 5 or more years, he can be appointed for only one
 term of 5 years.
 
 In this connection, all the Independent Directors of the Company, viz:
 Mr. Nitin Guha, Mr. Arun Charan Mukherji and Mr. Rajendra Kumar Duggar
 were appointed for a term of five consecutive years commencing from the
 conclusion of the 25th Annual General Meeting of the Company, keeping
 in view their educational / professional qualifications, working
 experience, expertise in line with Company''s business, positive
 attributes, already being on the Board of the Company and benefits that
 the Company will derive with their appointment.
 
 c.  Chief Financial Officer
 
 Mr. Ashok Kumar Shah,was appointed as the Chief Financial Officer of
 the Company at the Meeting of the Board of Directors held on 16th May,
 2014.
 
 28. Names of Companies which have become or ceased to be the Company''s
 subsidiaries, joint ventures or associate companies during the year
 under review:
 
 The Company does not have any Subsidiary or associate companies (as
 defined in Section 2(6) of the Act) nor is associated with any joint
 ventures and therefore the disclosure requirement pursuant to Rule 8 of
 the Companies (Accounts) Rules, 2014 is not applicable for the Company.
 
 29. Details relating to deposits covered under Chapter V of the Act:
 
 The Company surrendered its Registration Certificate to the Reserve
 Bank of India on 24th April, 2014 for conversion from deposit taking
 Non-Banking Finance Company to non-deposit taking Non-Banking Finance
 Company. Subsequently, the Company has received the fresh RBI
 Certificate of Registration, dated at 14th October, 2014, to
 commence/carry on the business of Non-Banking Financial Institution
 without accepting public deposits.
 
 The Company has not accepted any deposits during the financial year
 under review.
 
 As on 31st March, 2015 and as on date, the Company has no outstanding
 public deposit and the Company shall not accept in future and in the
 Financial Year 2015-2016 any public deposit without obtaining prior
 approval in writing of the Reserve Bank of India.
 
 30. Details of deposits which are not in compliance with the
 requirements of Chapter V of the Act.
 
 Since the Company has neither accepted any deposits during the
 financial year under review nor has any outstanding deposits as on 31st
 March, 2015, therefore there are no disclosures as specified in Rule
 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance
 with the requirements of Chapter V of the Act.
 
 31. Details of significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and the
 Company''s future operations:
 
 No significant and material orders have been passed by the regulators
 or courts or tribunals impacting the going concern status and the
 Company''s future operations.
 
 32. Details in respect of adequacy of internal financial controls with
 reference to the Financial Statements.
 
 Pursuant to the applicability of section 177(4)(vii) of the Act with
 effect from 1st April, 2014 and the SEBI Circular No. CIR/ CFD/POLICY
 CELL/2/2014, dated 17thApril, 2014 regarding the amendment of Clause 49
 of the ListingAgreement, applicable with effect from 1st October, 2014,
 the Audit Committee of the Company was empowered by the Board of
 Directors at their meeting held on 16th May, 2014 to function in
 accordance with the aforesaid enhanced terms of reference, whereby,
 inter alia amongst others, the Audit Committee was empowered to review
 the internal financial controls and the risk management systems of the
 Company.
 
 In discharge of its aforesaid duties, the Audit Committee of the
 Company ensures that there is a direct relationship between the
 Company''s objectives and the internal financial controls it implements
 to provide reasonable assurance about their achievement.
 
 In this connection, the Audit Committee in coordination with the
 Internal Audit Department periodically reviews the following:
 
 a.  Transactions are executed in accordance with the management''s
 general or specific authorization;
 
 b. All transactions are promptly recorded in the correct amount in the
 appropriate accounts and in the accounting period in which they are
 executed so as to permit preparation of financial information within a
 framework of recognized accounting policies and practices and relevant
 statutory requirements, if any,
 
 c. Accountability of assets is adequately maintained and assets are
 safeguarded from unauthorized access , use or disposition.
 
 There is a proper allocation of functional responsibilities within the
 Company and it is ensured that the quality of personnel commensurate
 with their responsibilities and duties. Further, proper accounting and
 operating procedures are followed to confirm the accuracy and
 reliability of accounting data, efficiency in operation and safety of
 the assets. The regular review of work of one individual by another,
 minimizes the possibility of fraud or error in the absence of
 collusion.
 
 A reference is made in this connection to the CEO & CFO Certificate
 dated 27th May, 2015.
 
 33.  Disclosure pursuant to Rule 5 of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 :
 
 The Company has no employee whose remuneration exceeds the limit
 prescribed under Section 197 of the Act read with Rule 5(2) of The
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014.
 
 The disclosure pursuant to Rule 5(1) of The Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, is provided herein
 below:
 
 In computing the various parameters, Gross Salary of the employees has
 been considered and it primarily encompasses Salary, allowances and
 perquisites and does not include Employer''s contribution to Employee
 Provident Fund.
 
 I.  Ratio of Remuneration of each director to the median remuneration
 of the employees of the company for the financial year.
 
 Directors                      Ratio of Remuneration to
                                Median Remuneration
 
 Nandlal Todi                   Paid Sitting Fees only
 
 Arun Charan Mukherji           Paid Sitting Fees only
 
 Nitin Guha                     Paid Sitting Fees only
 
 Rajendra Kumar Duggar          Paid Sitting Fees only
 
 Mr. Pawan Kumar Todi           15 %
 
 Ms. Sarika Mehra               12 %
 - Appointed as a director
 with effect from 28th
 July, 2014 on the same
 remuneration as prevalent
 at the time of her
 designation as a Company
 Secretary.
 
 II.  The percentage increase in the remuneration of each Director,
 Chief Financial Officer, Chief Executive Officer, Company Secretary or
 Manager, if any, in the financial year.
 
 Directors, Chief Executive                  % increase in
 Officer, Chief Financial                     remuneration
 Officer and Company                          in the Financial
 Secretary                                    Year
 
 Nandlal Todi                                -Paid Sitting Fees only
 - Non-executive Director
 
 Arun Charan Mukherji                        -Paid Sitting Fees only
 - Non-executive Director
 
 Nitin Guha                                  -Paid Sitting Fees only
 - Non-executive Director
 
 Rajendra Kumar Duggar                       -Paid Sitting Fees only
 - Non-executive Director
 
 Mr. Pawan Kumar Todi                        5.70%
 - Managing Director
 
 Ms. Sarika Mehra                            10.49%
 - Executive Director & Company
 Secretary-with effect from
 28th July, 2014.
 
 Mr.Ashok Kumar Shah                         9.43%
 - Appointed as the Chief Financial
 Officer of the Company with effect
 from 16th May, 2014
 
 III. The percentage increase in the median remuneration of the
 employees in the financial year.
 
 There has been an increase of 8.46% in the median remuneration of the
 employees in the Financial Year.
 
 IV.  The number of permanent employees on the rolls of the company.
 
 As on 31st March, 2015, there are 60 Employees on the rolls of the
 Company.
 
 V.  The explanation on the relationship between average increase in
 remuneration and company performance.
 
 The increase in remuneration is in line with the market trends.
 
 In order to ensure that remuneration reflects Company performance, the
 performance pay is also linked to organization performance, apart from
 an individual''s performance.
 
 VI. Comparison of the remuneration of the Key Managerial Personnel
 against the performance of the company.
 
 Comparitive Parameter                            Amount (in Rs. )
 
 Aggregate remuneration of Key
 Managerial Personnel (KMP)
 in the Financial Year 2014-15.                        30,05,040
 
 Total Revenue                                      47,79,66,626
 
 Remuneration of KMP''s as a
 percentage of Total Revenue                               0.63%
 
 Profit before tax                                   3,31,88,441
 Remuneration of KMP''s as a
 
 percentage of Profit before Tax                           9.05%
 Profit after tax                                    2,28,47,441
 
 Remuneration of KMP''s as a
 percentage of Profit after Tax                           13.15%
 
 VII. VARIATIONS IN :
 
 A.  The market capitalisation of the Company, price earnings ratio as
 at the closing date of the current financial year and previous
 financial year.
 
 Particulars                  31st March,      31st March,      % Change
                                 2015              2014
 
 Market Capitalisation        6,64,84,560      6,48,67,368        2.49
 
 Price Earnings Ratio             2.91             4.38         -33.56
 
 B. Percentage increase over decrease in the market quotations of the
 shares of the company in comparison to the rate at which the Company
 came out with the last public offer.
 
 Particulars             31st March,          27th Feb.           %
                         2015                  1995              Change
                                            (IPO issue)
 
 Market Price              11.10                 15.00          -26.00%
 
 VIII. A. Average percentile increase already made in
 
 the salaries of employees other than the managerial personnel in the
 last financial year.
 
 The average percentile increase in the salaries of employees other than
 that of the managerial personnel (i.e.: Mr. Pawan Kumar Todi, who being
 the Managing Director, was the only Managerial Personnel) was
 approximately 5%.
 
 B.  Its comparison with the percentile increase in the managerial
 remuneration and justification thereof;
 
 In comparision to the aforesaid increase of 4.59% of other employees,
 the salary of the Managerial Personnel decreased by 0.14% due to no
 claim towards medical reimbursement.
 
 C.  Whether there are any exceptional circumstances for increase in the
 managerial remuneration.
 
 There are no exceptional circumstances prevalent for increase in the
 managerial remuneration.
 
 IX.  Comparison of the each remuneration of the Key Managerial
 Personnel against the performance of the company.
 
 Comparative Parameter       Pawan Kumar    Sarika Mehra      Ashok Kumar
                             Todi -         Executive           Shah -
                             Managing       Director           -Chief
                             Director       &Company          Financial
                                            Secretary         Officer
 
 Remuneration ofthe Key
 Managerial Personnel
 (KMP) in the Financial
 Year 2014-15.                12,42,840      10,31,400         7,30,800
 
 Total Revenue of the                       47,79,66,626
 Company
 
 Remuneration of KMP''s as a
 percentageofTotal Revenue        0.26%          0.22%            0.15%
 
 Profit before tax                           3,31,88,441
 
 Remuneration of KMP''s as a
 percentage of Profit             3.74%          3.11%           2.20%
 beforeTax
 
 Profit after tax                            2,28,47,441
 
 Remuneration of KMP''s as a
 percentage of Profit afterTax    5.44%          4.51%           3.20%
 
 X.  The key parameters for any variable component of remuneration
 availed by the directors.
 
 The Variable Components of Remuneration broadly comprises of -
 Performance based promotion and bonus.
 
 The same shall also depend upon various factors including: their grade,
 industry bench mark, overall business performance.
 
 Further, in determining the director''s remuneration, their performance
 evaluation as duly carried out by the Board and/or Independent
 Directors, shall also be given due weightage.
 
 Any annual increase in the remuneration of the Directors , Key
 Managerial Personnel and Senior Management Personnel shall be at the
 sole discretion of the Board, based on the recommendation of the
 Nomination and Remuneration Committee and subject to such statutory
 approvals, if any.
 
 XI.  The ratio of the remuneration of the highest paid director to that
 of the employees who are not directors but receive remuneration in
 excess of the highest paid director during the year.
 
 None of the employees'' remuneration is more than that of the highest
 paid director for the Financial Year under review.
 
 XII. Affirmation that the remuneration is as per the remuneration
 policy of the company.
 
 The Board of Directors hereby affirm that the remuneration paid to all
 directors, Key Managerial Personnel is in accordance with the
 Nomination and Remuneration Policy of the Company.
 
 34.  Whistle Blower Policy
 
 The Board of Directors of the Company have adopted a Vigil
 Mechanism/Whistle Blower Policy with a view to provide a vigilance
 mechanism for the directors and employees of the Company to raise
 concern of any violations of legal or regulatory requirements,
 incorrect or misrepresentation of any financial statements and reports,
 etc. The purpose of this Policy is to encourage the Company''s directors
 and employees who have concerns about suspected misconduct to come
 forward and express these concerns without fear of punishment or unfair
 treatment.
 
 There were no instances of reporting under the Whistle Blower Policy.
 
 No personnel have been denied access to the Chairman of the Audit
 Committee.
 
 The details of the Vigil Mechanism/Whistle Blower Policy is explained
 in the Corporate Governance Report and also disclosed on the website of
 the Company.
 
 35.  Insider Trading
 
 The Company has put in place a Code of Conduct for Prevention of
 Insider Trading based on SEBI (Prohibition of Insider Trading)
 Regulations, 1992. This code was applicable upon all Directors and
 select employees. The code ensured prevention of dealing in shares by
 persons having access to unpublished price sensitive information.
 
 The aforesaid Code was effective till 14th May, 2015 & thereafter
 repealed with the following Codes pursuant to the SEBI(Prohibition of
 Insider Trading Regulations, 2015, effective from 15th May, 2015:
 
 a.  Code of Practices and Procedures for Fair Disclosure of Unpublished
 Price Sensitive Information.
 
 b.  Code of Conduct to Regulate, Monitor and Report Trading.
 
 The aforesaid Codes have been disclosed on the website of the Company.
 
 36.  Transfer of amount to Investor Education and Protection Fund
 (IEPF)
 
 Pursuant to the provisions of Section 205A(5) and 205C of the Companies
 Act, 1956,the relevant amount which remained unpaid or unclaimed for a
 period of seven years has been transferred by the Company, from to time
 to time on respective due dates, to the Investor Education and
 Protection Fund(IEPF).
 
 Pursuant to the provisions of Investor Education and Protection Fund
 (Uploading of information regarding unpaid and unclaimed amounts lying
 with Companies) Rules, 2012, the Company has uploaded the details of
 unpaid and unclaimed amount lying with the Company on the Company''s
 website (www.nprfinance.com), as also on the Ministry of Corporate
 Affairs'' website.
 
 Members are requested to note that once the unclaimed dividend is
 transferred to the IEPF, no claim shall lie in respect thereof.
 
 37.  Disclosure pursuant to Clause 5A I(g) of the Listing Agreement.
 
 None of the Shares of the Company are lying in the Escrow Account and
 therefore the Company is not required to make any disclosure pursuant
 to Clause 5A I (g) of the Equity Listing Agreement.
 
 38.  Disclosure pursuant to Clause 5A II(h) of the Listing Agreement.
 
 None of the Shares of the Company are lying in the Unclaimed Suspense
 Account and therefore the Company is not required to make any
 disclosure pursuant to Clause 5A II (h) ofthe Equity Listing Agreement.
 
 39.  Prudential Norms for NBFC''S
 
 Your Company has been complying with all the requisite norms prescribed
 by the Reserve Bank of India for income recognition, accounting
 standards, capital adequacy, credit rating, provisioning and all other
 requirements applicable for Non-Deposit Taking Non-Systematically
 Important NBFCs.
 
 40.  Green Initiative
 
 To support the ''Green Initiative'' in the Corporate Governance taken by
 the Ministry of Corporate Affairs, to contribute towards greener
 environment and to receive all documents, notices, including Annual
 Reports and other communications of the Company, investors should
 register their e-mail addresses with M/s. Niche Technologies Private
 Ltd., if shares are held in physical mode or with their Depository
 Participant(s), ifthe holding is in electronic mode.
 
 Electronic Copies of the Annual Report and Notice of the Annual General
 Meeting are sent to all members whose email addresses are registered
 with the Company/ Depository Participant(s).For members who have not
 registered their email address, physical copies of the 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.
 
 The Company is providing e-voting facility to all the members to enable
 them to cast their votes electronically on all the resolutions set
 forth in the Notice. This is pursuant to Section 108 of the Act and
 Rule 20 of the Company''s (Management and Administration) Rules, 2014.
 
 41.  Compliance to the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition, and 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. The right to work with dignity are universally recognised
 human rights by international conventions and instruments such as
 Convention on the Elimination of all Forms of Discrimination against
 Women.
 
 In adherence to the provisions of the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with
 the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
 and Redressal) Rules, 2013, the NPR Group has constituted an Internal
 Complaints Committee to look into the matters relating to sexual
 harassment at workplace.
 
 Ms. Sarika Mehra (DIN-06935192), Executive Director & Company Secretary
 is the Presiding Officer of the Committee.
 
 In the event of any sexual harassment at workplace, any woman employee
 of the NPR Group may lodge complaint to Ms. Sarika Mehra in writing or
 electronically through email at : smehra@nprfinance.com
 
 42. Management''s Discussion and Analysis
 
 In accordance with the listing requirement, the Management''s Discussion
 and Analysis forms part of this Report.
 
 43. Acknowledgement
 
 Your Directors wish to place on record their gratitude for the valuable
 guidance and support rendered by the Government of India, various State
 Government departments, Financial Institutions, Banks and stakeholders,
 including, but not limited to, shareholders, customers and suppliers,
 among others. We place on record, our appreciation of the contribution
 made by our employees at all levels.
 
 The Directors look forward to the continued support of all the
 stakeholders in the future and appreciate and value the contribution
 made by every member of the Company.
 
                                    On Behalf of the Board of Directors
                                    Arun Charan Mukherji
                                    Chairman
                                    DIN-00063975
 Place : Kolkata
 Dated : 27.05.2015
 
Source : Dion Global Solutions Limited
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