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NPR Finance Ltd Directors Report

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Jul 12, 2024|03:40:00 PM

NPR Finance Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting the 34thAnnual Report of the Company together with Financial Statements for the year ended 31stMarch, 2023.

1. Financial Summary or Highlights.

The highlights of the financial performance of the Company for the financial year ended 31stMarch, 2023, as compared to the previous financial year are as under:- Rsin Lakhs

Particulars

2022-2023 2021-2022

Revenue from Operations

1,274.33 762.52

Gross Profit/(Loss) before depreciation, Finance Costs and Tax

(226.42) 119.15

(Less) :Exceptional Items

(37.25) -

(Less) :Depreciation

(45.89) (84.77)

(Less) : Finance Costs

(22.39) (13.57)

(Less) : Provision for Current Tax

- (3.24)

Add: MAT Credit entitlements

- 2.95

Add: Provision for Deferred Tax

90.27 4.19

Less: Income Tax adjustment of earlier years

- (29.94)

Net Profit/(Loss) after tax

(241.68) (5.23)

Other Comprehensive Income

(131.38) (29.23)

Total Comprehensive Income/(Loss) (comprising profit

(373.06) (34.46)

/(loss)& Other Comprehensive Income)

Add : Brought forward from previous year

3,291.05 3,325.51

Profit available for appropriation

2917.99 3,291.05

APPROPRIATIONS

Statutory Reserve under section 45 IA of the Reserve Bank of

- -

India Act, 1934.

Surplus Carried to balance sheet

2917.99 3,291.05

Total

2917.99 3,291.05

2. Dividend.

The Company has registered Rs241.68 lakhs towards loss after taxes during the financial year under review as against loss of Rs5.23 lakhs during the previous financial year. In view of the loss incurred, the Board of Directors has not recommended 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 Reserve maintained under section 45 IA of the Reserve Bank of lndia Act, 1934 due to loss after tax in the current Financial Year.

4. 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 7,00,00,000/- divided into 70,00,000 Equity Shares of 10/- each.

The issued, subscribed and Paid-up Share Capital of the Company is 5,98,96,000 divided into 59,89,600 Equity Shares of 10/- each.

Further, during the financial year under review, there was no instance of:

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 voting rights 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 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 2022-2023 to BSE Ltd.

6. Corporate Governance Report.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),a separate report on Corporate Governance is furnished as a part of the Directors Report.

Further, in terms of Schedule V of the Listing Regulations, Certificate issued by a Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the Directors Report.

7. Annual Return.

In accordance with the Companies Act, 2013 ("the Act"), the Annual Return in the prescribed format is uploaded on the website of the Company and can be viewed via the link: https://nprfinance.com/annual-return-as-provided-under-section-92-of-the-companies-act-2013-and-the-rules-made-thereunder/.

8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March, 2023, the composition of the Board is as under:

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

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

c. Mr. Rishi Todi (DIN-00590337) - Non-Executive Non-Independent Director (Promoter Group);

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

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

In terms of Regulation 17(1C) of the Listing Regulations,the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Rishi Todi (DIN-00590337), who was appointed at the Board meeting dated 9th February, 2022, was confirmed by the shareholders at the Extra-ordinary General Meeting held on 6th May, 2022. Now, Mr. Rishi Todi (DIN–00590337), Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and has presented himself for re-appointment.

The tenure of Mr. Pawan Kumar Todi (DIN-00590156) and Ms. Sarika Mehra (DIN-06935192) as Managing Director and Whole-time Director respectively, expired on 31st October, 2022 and 18th September, 2022 respectively and they have been reappointed at the 33rd AGM held on 15th day of September, 2022, for a period of three consecutive year with effect from 1st November, 2022 and 19thSeptember, 2022 respectively.

Ms. Sarika Mehra (DIN-06935192), Executive Director, retired by rotation at the 33rdAnnual General Meeting (AGM") where she was re-appointed. b.Company Secretary.

Ms. Rimpa Roy was the Company Secretary till the closure of business hours of 31st July, 2022. She resigned due to other prospects /opportunities. Ms. Ritika Varma was promoted from the post of Deputy Company Secretary to Company Secretary with effect from 1st August, 2022.

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 six (6) times during the Financial Year under review. The details thereof, including the attendance of the Directors, is provided in the Corporate Governance Report which is annexed to this Report.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Act and sub-regulation 3 of Regulation 25 of the Listing Regulations, was held on 9th February, 2023.

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

10. Policy on Directors Appointment & Remuneration.

The Companys Nomination and Remuneration Policy, contains, inter-alia, policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Act and the Listing Regulations.

The Policy defines the basic principles and procedure of nomination and determination of remuneration of all the Directors, Key Managerial Personnel and the senior management. It is further intended to ensure that the Company is able to attract, develop and retain high-performing Directors, Key Managerial Personnel and other employees and that their remuneration is aligned with the Companys business strategies, values and goals. The policy is based on the following pillars:

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 Policy in available on the website of the Company via the link:

https://nprfinance.com/nomination-and-remuneration-policy/

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

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

In the opinion of the Board of Directors, the integrity, expertise and experience (including the proficiency)of the Independent Directors of the Company is adequate and commensurate with the size, structure, and business requirement of the Company.

Further, the Independent Directors have registered their names in the Independent Directors databank.

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

All the Independent Directors have furnished the Statement on Declaration of Independence under section 149 (7) of the Act and Regulation 16 of the Listing Regulations. Further, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV to the Act.

13. Statement on compliance of Code of Conduct.

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

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

As on 31st March, 2023, the composition of the Audit Committee is as under:

a. Mr. Rajendra Kumar Duggar (DIN-00403512) – Chairperson & Independent Non-Executive Director; b. Mr. Ashok Dhirajlal Kanakia (DIN-00738955) – Independent Non-Executive Director; c. Ms. Sarika Mehra (DIN-06935192) –Executive Director;

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Audit Committee met six (6) times and all such meetings were held in accordance with the provisions of the Act readwith the Rules made there under and the Listing Regulations. Details of the same, including the meeting dates and the attendance of the Committee members, are provided in the Corporate Governance Report.

Further, the Board has accepted all the recommendations of the Audit Committee in the Financial Year 2022-2023.

15.Composition of the Nomination and Remuneration Committee.

As on 31st March, 2023, the composition of the Nomination and Remuneration Committee is as under: a. Mr. Ashok Dhirajlal Kanakia (DIN-00738955)– Chairperson & Independent Non-Executive

Director; b. Mr. Rajendra Kumar Duggar (DIN-00403512) – Independent Non-Executive Director; c. Mr. Rishi Todi (DIN-00590337) – Non-Executive and Non-Independent Director;

The Company Secretary is the Secretary to the Committee.

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

16. Composition of the Stakeholders Relationship Committee.

As on 31st March, 2023, the composition of the Stakeholders Relationship Committee is as under:

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

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

c. Mr.Pawan Kumar Todi (DIN-00590156)–Executive Non-Independent Director (Managing Director) and d. Mr. Rishi Todi (DIN-00590337) - Non-Executive Non-Independent Director.

The Company Secretary is the Secretary to the Committee.

The detail of the Committee, including the meeting dates and the attendance 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 Accounting Standards have been followed along with 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 at the end of the Financial Year ended on 31st March, 2023 and of the loss 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.

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

No such 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), Chartered Accountants, were reappointed at the 33rd Annual General Meeting (AGM ) for a second term of five years to hold office from the conclusion of the 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting (AGM) to be held in the calendar year 2027.

The Company has received confirmation from M/s Deoki Bijay& Co. (Firm Registration No. 313105E), in terms of section 139 of the Act, to the effect that it continues to satisfy the criteria provided in section 141 of the Companies Act, 2013 and that its appointment is within the limits prescribed in the said section.

B. Independent Auditors Report.

The Self Explanatory Independent Auditors Report does not contain any adverse remarks or qualification.

C. Secretarial Auditor.

M/s M Shahnawaz & Associates (Membership No. 21427, C.P. No: 15076) -, Practicing Company Secretary having Firm Regn. No.: S2015WB331500, Membership No. 21427, C.P. No: 15076 and Office at 1, Abdul Hamid Street,5thfloor, Room No. 508, Kolkata 700 069, has been appointed for the issuance of the Secretarial Audit Report for the financial year ended 31stMarch, 2023.

D. Secretarial Audit Report.

The Secretarial Audit Report in Form No.MR-3 does not contain any adverse remarks and is appended to the Directors Report in Annexure-I.

E. Internal Auditor.

CS Anshika Shroff (C.P. No. 15055, Membership No. A38390), Company Secretary in whole-time Practice is the Internal Auditor of the Company.

F. Internal Audit Report.

The Internal Audit Report does not contain any adverse remarks.

20. Secretarial Compliance Report.

Pursuant to Regulation 24A of the Listing Regulations, Company has obtained the Secretarial Compliance Report for the year ended 31st March, 2023, from M/s M Shahnawaz & Associates (Membership No. 21427, C.P. No: 15076), Practicing Company Secretary having Firm Regn. No.: S2015WB331500, Membership No. 21427, C.P. No: 15076,confirming compliance of SEBI 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.

Maintenance of Cost Records/Cost Audit was not applicable on the Company during the financial year under review.

22. 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 the Financial Statements.

23. 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", as amended (from time to time in-line with the requirement of the Listing Regulations) while pursuing all Related Party transactions.

Requisite disclosure on Related Party Transactions in Form No. AOC-2 in terms of Section 134 of the Act read with the Rules made thereunder is enclosed by way of ANNEXURE – II. SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, vide its notification dated 9th November, 2021 – whereby, inter-alia, effective from 1st April, 2022, various amendments have been made in the provisions pertaining to the Related Party Transactions under the Listing Regulations. This includes, amongst others: the requirement of obtaining prior approval of the shareholders for all material related party transactions and also for the subsequent material modifications. Accordingly approval of the shareholders was obtained at the Extra-ordinary General Meeting dated 6th May, 2022, for various material related party transactions. Also, consent of the shareholders was obtained at the 33rdAGM held on 15th September, 2022, for approval/ratification of various related party transactions. Further, the Audit Committee at its Meeting held on 14th February, 2023, accorded omnibus approval in line with the Companys Policy on Related Party Transactions, to pursue such transactions subject to a maximum threshold limit of Rs. 1 Crore per Related Party Transaction that are repetitive in nature, for the financial year 2023-2024.

24. State of Company Affairs & Future Outlook.

As on 31st March, 2023, the Company, a Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Company, does not have any outstanding public deposits and the Company shall not accept in the Financial Year 2023-2024 and thereafter, any public deposit without obtaining the prior approval in writing of the Reserve Bank of India.

Company has recorded turnover at Rs. 1274.33 lakhs during the financial year under review in comparison to Rs. 762.52 lakhs of the previous year. The rise in turnover is primarily due to rise in sale of shares and securities.

However, the Company has registered loss before Tax of Rs. 331.95lakhs as against profit of Rs. 20.81 lakhs in the previous financial year. The same is by and large attributable to higher write-offs towards loan given under group loan segment before lockdown, followed by the defaults and delays in repayment due to fallout of the COVID 19 pandemic. Loss after deferred Taxation was recorded at Rs. 241.68 lakhs against loss of Rs. 5.23 lakhs in the previous year. As per the Requirement of IND AS, total Comprehensive Loss comprising of Loss after all taxation and other Comprehensive Loss during the year under review has been recorded at Rs. 373.06 lakhs (loss of Rs. 34.46 lakhs recorded in the previous year).

Owned Fund of the Company stands at Rs. 4982.98 lakhs as against Rs. 5356.04 lakhs, recorded in previous year.

Income from Financing under Loans has significantly decreased by 72.83% (approx) after taking into account all write-offs, impairments and recoveries – primarily due to higher write-offs towards loan given under group loan segment before lockdown, followed by the defaults and delays in repayment due to fallout of the COVID 19 pandemic - though on the positive side, there has been significant increase in recovery against bad debts by 126.94% in comparison to the previous year.

In view of rising maintenance cost of turbines vis-a-vis low tariff rates available in the market, it was decided to dispose off the turbines & accordingly Turbines with Lands were sold at Rs. 2.80 Crores in total in the month of October 2022. Accordingly, there has been a fall in income from wind power generation by 24.24%. Pursuant to the sale of our Winds Turbines located at Dhule (Loc. No. K230, Village Chhadvel, Taluka Sakari, District: Dhule) &Sangli (Loc. No. G210, Village Kundlapur, Taluka Kawthe Mahakal District: Sangli) in Maharashtra, the Company is no more operating in the said segment as the Board of Directors did not find any other suitable operating avenue in this segment. Accordingly, it was considered to close the Wind Power segment with effect from 1st June, 2023.

25. 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.

There were no material changes and commitments 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 this Directors Report.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014:

a. Conservation of Energy.

The Company has no activity relating to conservation of energy.

b. Technology Absorption.

The Company has no activity relating to Technology Absorption. Further, the Company has not entered into any technology transfer agreement. c. Foreign Exchange earnings and outgo.

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

27. Risk Management Policy.

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

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.

As on 31st March, 2023, the Company is not required to have a Risk Management Committee in terms of the Listing Regulations and has voluntarily complied with it. In terms of Regulation 17(9)(b) of the Listing Regulations, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company and has delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee. The Risk Management Committee is inter-alia, responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures.

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

The manner of formal annual evaluation of the performance of the Board, its committees and that of the individual directors is more fully described in the Corporate Governance Report which is annexed to the Directors Report. The evaluation is perused on the basis of the Companys performance evaluation policy.

29. Change in the nature of business.

There has been no change in the nature of business of the Company in the Financial Year under review. Further, the Company has closed its Wind Power segment with effect from 1st June, 2023.

30. Disclosures relating to Subsidiaries, Associates and Joint ventures.

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.

By virtue of the approval of the Scheme of Arrangement by the Honble National Company Law Tribunal (NCLT), Kolkata Bench – vide Order dated 29th June, 2022, the shares of various amalgamated and demerged companies has been transferred to the resulting / transferree Company – M/s Rani Leasings & Finance Pvt. Ltd. Owing to the same, NPR Finance Ltd ("NPR") has become an associate company of M/s Rani Leasings & Finance Pvt. Ltd as the shareholding of Rani Leasings & Finance Pvt. Ltd in NPR has exceeded 20% of its paid-up share capital.

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

The Audit Committee of the Company ensures that there is a direct relationship between the Companys 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 managements 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.

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

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 Certification which forms part of the Annual Report.

32. 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.

I. 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, the remuneration is as per the Income Tax Act, 1961.

(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

Pawan Kumar Todi

16.51 times(approx.)

SarikaMehra

13.98 times(approx.)

Rajendra Kumar Duggar

Paid Sitting Fees only

Ashok Dhirajlal Kanakia

Paid Sitting Fees only

Rishi Todi

Paid Sitting Fees only

(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 Officer, Chief Financial Officer and Company Secretary

% increase in remuneration in the Financial Year

Rishi Todi - 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

0.00%

SarikaMehra - Executive Director

21.77%

Ashok Kumar Shah - Chief Financial Officer of the Company

21.56%

Rimpa Roy/Ritika Varma* -Company Secretary

22.24%

*Ms. Rimpa Roy was the Company Secretary till the closure of business hours of 31st July, 2022 and Ms. Ritika Varma has been appointed as the Company Secretary with effect from 1st August, 2022.

(iii) The percentage increase/decrease in the median remuneration of the employees in the financial year.

There has been a increase by 0.38% 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, 2023, there are 73 employees on the roll of the Company.

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

Percentile increase in the salary in 2022-2023

Percentile decrease in the salary in 2021-2022

6.10%

4.50%

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

In comparison to the aforesaid increase of 6.10% of other employees, the salary of the Managerial Personnel increased by 5.92%. The increase in Salary of employees other than managerial person is attributable to inflationary impact.

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.

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

The Board of Directors hereby affirms that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy 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 herein below:

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

Name of the employee

Designation

Remuneration inRs. Nature of Employment, whether contractual or otherwise.

Qualification & Experience of the employee.

Pawan Kumar Todi

Managing Director

30,00,000 Contractual

1.Qualification: B.Com.(Hons.)

2. Experience: 41 years

Sarika Mehra

Executive Director

25,39,200 Contractual

1.Qualification: B.Com.(Hons.) ACS, AICMA.

2.Experience: 23 years.

Shankar Birjuka

General

14,01,720 Permanent

1.Qualification: B.Com.

Manager

2.Experience: 44 years.

Ashok Kumar Shah

Chief Financial Officer

12,93,120 Permanent

1.Qualification: B.Com. (Hons.).

2.Experience: 48 years.

RitikaVarma

Deputy Company Secretary till

7,70,880 Permanent

1.Qualification: M Sc. (Economics), FCS.

31st July, 2022. She was promoted to the post of Company Secretary with effect from 1st August, 2022.

2.Experience: 10 years.

Baljeet Kaur

Senior Manager- Micro Finance

7,70,880 Permanent

1.Qualification: B.Com.(Hons.), LLB, ACS.

2.Experience: 9 years.

Tapas Adhikary

Area Manager

5,93,495 Permanent

1.Qualification: B. A.

2.Experience: 13 years

Uttam Kumar Majumdar

Manager (Finance)

5,73,360 Permanent

1.Qualification: B. Com.

2.Experience: 42 years

Ashim Karmakar

System In- charge

5,57,520 Permanent

1.Qualification: B.Com.

2.Experience: 29 years.

Narendra Amrutlal Dabhi

Dy. Manager- Legal &Recov.

5,57,280 Permanent

1.Qualification: B.Com.

(Ahmedabad Branch)

2.Experience: 32 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

70

-

1. Individual Capacity (16.51%)

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 NandlalTodi HUF (0.98%)

5. Spouse: Mrs. RenuTodi (0.48%)

Sarika Mehra

17/04/2000

48

-

-

Shankar Birjuka

01/04/1995

65

Chinar Builders Pvt. Ltd.

-

Ashok Kumar Shah

01/07/1975

67

Ganesh Narayan Brijlal Private Limited

-

Ritika Varma

01/05/2014

36

-

-

Baljeet Kaur

01/12/2014

34

-

-

Tapas Adhikary

14/05/2019

36

Jana Small Finance Bank

-

Uttam Kumar Majumdar

02/05/1986

66

Bose Industries Pvt Ltd

-

Ashim Karmakar

01/06/1996

53

Minisoft Pvt. Ltd.

-

Narendra Amrutlal Dabhi

09/10/2007

61

Mas Financial Services Limited

-

Mr. Pawan Kumar Todi (DIN-00590156) is the son of Late Mr. Nandlal Todi (DIN-00581581) and Mr. Rishi Todi (DIN-00590337) is the son of Mr. Pawan Kumar Todi (DIN-00590156) – Member of the Board of Directors. None of the others above is a relative 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 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 Companys directors and employees who have concerns about suspected misconduct to come forward 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 of reporting under the Whistle Blower Policy.

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 via the weblink:

https://nprfinance.com/vigil-mechanism-whistle-blower-policy/

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 of unclaimed dividend amounts so transferred to the Investor Education and Protection Fund (IEPF).

Ms. Ritika Varma is the Nodal Officer of the Company. Claimants may contact the Nodal Officer through the dedicated e-mail Id for the said purpose: unclaimeddividend@nprfinance.com. Alternatively, the claimants may also write their concerns to the Nodal Officer, addressed at the Registered Office. The relevant details in the above matter, including the relevant notification of the Ministry, contact details of the 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:

https://nprfinance.com/unclaimed-unpaid-dividend-public-deposit/

36. Compliance to norms prescribed by RBI for NBFCs.

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

37. 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/update their e-mail addresses with the Company, by e-mailing request at: investors@nprfinance.com.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).In the light of relaxations provided by the Ministry of Corporate Affairs & SEBI vide various circulars & notifications from time to time, Notice of the AGM along with the Annual Report 2022-2023 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories.

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

38. Important information for shareholders: mandatory to furnish specified details to the Company / Registrar & Share Transfer Agent.

As an on-going measure to enhance the ease of doing business for investors in the securities market, SEBI, vide Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated

November 03, 2021 & SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021, had prescribed the common and simplified norms for processing investors service request by RTAs and norms for furnishing PAN, KYC details and Nomination. Further, recently, SEBI hasmandated vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, for all the security holders holding securities in physical form to furnish various details /information/ documents referred in the said Circulars, to the Company or its Registrar and Share Transfer Agent (‘RTA). The folios wherein the requisite documents / information are not available on or after 1st October, 2023, shall be frozen by the RTA. Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at www.nprfinance.com. All shareholders holding shares in physical form have been duly notified of the same by Postal mode of communication. Further, all details in this regard alongwith necessary forms, are available on the website of the Company (www.nprfinance.com) via the link: https://nprfinance.com/investor-services/.

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

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 Company 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, the Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to look into the matters relating to sexual harassment at workplace. More than one half of the members of the Committee are women. The Board hereby confirm that, the composition of the Committee is in line with the requirement of the aforementioned law in force. Ms. Sarika Mehra (DIN-06935192), Executive Director, is the Presiding Officer.

In the event of any sexual harassment at workplace, any woman employee of the Company may lodge complaint with Ms. SarikaMehra (DIN-06935192), in writing or electronically through e-mail at: npr1@nprfinance.com .

During the period under review, no complaints pertaining to sexual harassment of women at workplace were received by the Company. Accordingly, in terms of section 22 of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) 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. Managements Discussion and Analysis Report.

The Managements Discussion and Analysis Report in terms of the Listing Regulations forms part of the Annual Report.

41. Affirmation on Compliance of Secretarial Standards.

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

42. General.

No disclosure or reporting is required in respect of the following items 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 Social Responsibility Committee or to undertake any CSR activities in terms of the provisions of Section 135 of the Act and 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 V of the Act.

The Company has neither accepted any deposits during the financial year under review, nor has any outstanding deposits as on 31st March, 2023. Accordingly, the question of unpaid or unclaimed deposits does not arise.

c. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

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

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

e. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as 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 at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons theretoin terms of Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014.

Not Applicable.

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.

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

On Behalf of the Board of Directors

For NPR Finance Ltd

For NPR Finance Ltd

Rajendra Kumar Duggar

Pawan Kumar Todi

Chairperson

Managing Director

DIN-00403512

DIN-00590156

Place: Kolkata

Date:14.08.2023

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