1mm - bombay stock exchange · 2019. 8. 29. · 1mm finance limited npr hnonce unmed 9m august,...

1mmFINANCE

LIMITED

NPR Hnonce Unmed

9m August, 2019

To

The Department of Corporate Services

The BSE Ltd

25th Floor, Phiroze Jeejeebhoy Towers,DaIaI Street,Mumbai— 400 001,

Maharashtra, India

BSE Scrip Code: 530127

Dear Sir,

Submission of the 30“1 Annual Report 2018-19 toqether with Notice of the 30th Annual

General Meeting.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, enclosed please find herewith the 30th Annual

Report 2018—19 together with the Notice of the 30‘h Annual General Meeting (AGM) scheduled

to be held on Tuesday, the 17‘" day of September, 2019, at 11.00 am, at Jhajharia Committee

Room, Merchant Chamber of Commerce, 15—B, Hemanta Basu Sarani, 2"‘1 Floor, Kolkata— 700

001.

For NPR Finance Ltd

&gflm-Rimpa Roy

Company Secretary

Encl. as above

REGISTERED OFFICE :

TODI MANSION, 9TH FLOOR. 1. LU SHUN SARANI. KOLKATA - 700 073PHONE : +91 33 2237-7201/7202. FAX: +91 33 2237-611]

E-moll : npr'l @nprflnance.com, Website : www.nprflncnce.comCIN - L65921WB1989PLCO47091

th30 ANNUAL REPORT 2018-2019

NPR FINANCE LIMITED

1 Annual Report 2018-2019

CIN : L65921WB1989PLC047091REGISTERED OFFICE :Todi Mansion, 9th Floor1, Lu-Shun Sarani,Kolkata - 700 073Phone : (033) 2237-7201-02E-mail : [email protected] : www.nprfinance.com

BOARD OF DIRECTORSManaging Director :Pawan Kumar Todi

Directors :Nandlal TodiArun Charan Mukherji ( Resignedwith effect from 2nd April, 2018)Nitin GuhaRajendra Kumar DuggarAshok Bhandari ( Resigned witheffect from 2nd Jan, 2019)Sarika MehraAshok Dhirajlal Kanakia

COMMITTEES :Audit Committee :Arun Charan Mukherji ( Resignedwith effect from 2nd April, 2018)Nitin GuhaAshok Dhirajlal KanakiaNandlal TodiRajendra Kumar DuggarAshok Bhandari ( Resigned witheffect from 2nd Jan, 2019)

Stakeholders RelationshipCommittee :Nitin GuhaNandlal TodiPawan Kumar Todi

Nomination and RemunerationCommittee :Nitin GuhaArun Charan Mukherji ( Resignedwith effect from 2nd April, 2018)Rajendra Kumar DuggarAshok Bhandari ( Resigned witheffect from 2nd Jan, 2019)Ashok Dhirajlal Kanakia

Risk Management Committee :Pawan Kumar TodiNandlal TodiShankar Birjuka

Fair Practice Code Committee :Pawan Kumar TodiNandlal TodiNitin Guha

IT Strategy Committee :Nitin GuhaPawan Kumar TodiSarika MehraAshim Karmakar

Company Secretary :Rimpa Roy

Chief Financial Officer :Ashok Kumar Shah

BRANCHESAHMEDABAD BRANCH :106-07, 1st Floor “ Samedh”Above Oriental Bank of CommerceNear Associated PetroleumC. G. Road, PanchavatiAhmedabad - 380 006Phone : (079) 2640 1482/3

NEW DELHI BRANCH :8C/6, W. E. A. Abdul Aziz RoadKarol Bagh, (Opp. Shastri Park)2nd Floor, New Delhi - 110 005Phone : (011) 2875 2585/2481/2081

SILIGURI BRANCH :46, Girish Ghosh Sarani,Hakim Para,Near Jyotsna Bakery,Siliguri - 734 001

BAGDAH BRANCH :Halencha 1 No. Colony,P.O. Halencha Bazar,Police Station - BagdahDist. North 24 ParganasPincode - 743 270Phone : 07407330069

BARDHAMAN BRANCH :Opp. Banerjee FordBardhaman / Sonalika Tractor,Keshabganj Chatti,Bardhaman - 713 104Phone : 09734170778

FOREX DIVISION :Todi Mansion, 2nd Floor1, Lu-Shun Sarani,Kolkata - 700 073

AUDITORSSTATUTORY AUDITOR :M/s. Deoki Bijay & Co.Chartered Accountants213C, Jaba Kusum House,34, Chittaranjan Avenue,Kolkata - 700 012E-mail : [email protected]

SECRETARIAL AUDITOR :Niaz AhmedPracticing Company SecretaryTodi Mansion, 12th Floor1, Lu-Shun Sarani,Kolkata - 700 073

INTERNAL AUDITOR :Anshika ShroffPracticing Company SecretaryAA/7, Rajarhat Road,Kolkata - 700 059

BANKERS :Allahabad BankHDFC Bank LimitedICICI Bank LimitedFederal Bank LimitedState Bank of IndiaAxis Bank Limited

NPR FINANCE LIMITED


Contents Page No.

Directors’ Report 3

Annexure - I : Extract of Annual Return(Form No. MGT-9) 14

Annexure - II : Secretarial Audit Report(Form No. MR-3) 28

Annexure - III : Form AOC - 2 33

Management Discussion & Analysis 38

Corporate Governance Report 43

Independent Auditors’ Report 67

Balance Sheet 75

Profit & Loss Account 76

Significant Accounting Policies & Notes on Financial Statements 77

Cash Flow Statement 106

NPR FINANCE LIMITED


DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the 30th AnnualReport of the Company together with Financial Statementsfor the year ended 31st March, 2019.

1. Financial Summary or Highlights:

The highlights of the financial performance of the Companyfor the financial year ended 31st March, 2019 as compared tothe previous financial year are as under:-

` in Lakhs

Particulars 2018-2019 2017-2018

Gross Profit before depreciation,interest and Tax 438.81 241.89

(Less) :Depreciation (67.65) (64.60)

(Less) : Interest (61.46) (61.33)

(Less) : Provision for Current Tax (63.76) (23.64)

Add : MAT Credit entitlement 4.11 12.99

Add : Provision for Deferred Tax 12.39 43.84

Net Profit after tax 262.44 149.15

Add : Brought forward from previous year 2,163.47 1,969.55

Add/(Less) : Income Tax adjustmentof earlier years - 74.06

Add/(Less) : Fringe Benefit Taxadjustment of earlier years - 0.54

Profit available for appropriation 2,425.91 2,193.30

APPROPRIATIONS

Statutory Reserve under section 45 IA 52.49 29.83of the Reserve Bank of India Act, 1934.

Surplus Carried to balance sheet 2,373.42 2,163.47

Total 2,425.91 2,193.30

2. Dividend.

Company has registered `309.69 lakhs towards Profit beforetaxes during the financial year under review as against`115.96 lakhs during the previous financial year. In view ofthe fact that, the Company is considering business expansionin the finance sector in the near future, the Company shallretain earnings for funding further growth. The Company isalso desirous to exploit the opportunities to undertake suitableprojects. Therefore, the Board of Directors (hereinafterreferred to as “the Board”) has decided not to declare anydividend for the financial year under review.

3. The amount proposed to be carried to reserves.

The Company proposes to transfer `52.49 lakhs to theStatutory Reserve maintained under section 45 IA of theReserve Bank of lndia Act, 1934 out of the amount availablefor appropriation and an amount of 2,373.42 lakhs is proposedto be retained in the profit and loss account.

4. Change in Share Capital.

During the year under review, there has been no change inthe 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 Paid-up Share Capital of the Company is `5,98,96,000divided into 59,89,600 Equity Shares of `10/- each.

5. Listing.

The equity shares continue to be listed on the BSE Ltd. whichhas nation-wide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the sharesof the Company from any part of the country. The Companyhas paid the annual listing fee for the financial year 2018-19to BSE Ltd.

6. Corporate Governance Report.

Your Company has been complying with all the requirementsof the code of Corporate Governance, as specified by SEBI.A separate report on Corporate Governance is furnished asa part of the Directors’ Report.

In terms of Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”), Certificate issuedby a Company Secretary in whole time practice regardingcompliance of condition of Corporate Governance is annexedto the Directors’ Report.

7. Extract of the Annual Return.

The Extract of the Annual Return as on the financial yearended on 31st March, 2019, in Form MGT-9 pursuant to section92(3) of the Companies Act, 2013 (hereinafter referred to asthe “Act”) and Rule 12(1) of the Companies (Management andAdministration)Rules, 2014, is appended to the Directors’Report in Annexure-I.

Further, the Annual Return in Form MGT-7 for the financialyear ended 31.03.2019 will be uploaded on the website ofthe Company via the link: http://www.nprfinance.com/showreport.aspx?prmRsCtg=AR&prmCtgType=S after thesame is filed with the Registrar of Companies.

NPR FINANCE LIMITED


8. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March, 2019, the composition of the Board is asunder:

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

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

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

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

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

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

Mr. Arun Charan Mukherji (DIN-00063975), resigned from theBoard as an Independent Non-Executive Director with effectfrom 2nd April, 2018 on account of advancing age and healthstatus. Further, Mr. Ashok Bhandari (DIN-00012210) resignedfrom the Board as an Independent Non-Executive Directorwith effect from 2nd January, 2019, on account of pre-occupation.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) was appointedas an Additional Director (Independent Non-executivecategory) of the Company with effect from 14th February,2019. Accordingly, he holds office till the ensuing 30th AnnualGeneral Meeting (AGM) where, he is proposed to beappointed for a period of five years from the conclusion ofthe 30th AGM. The Board feels that his association with theCompany would be of immense benefit to the Company.

The remaining Independent Directors (i.e.: Mr. Rajendra KumarDuggar (DIN-00403512) and Mr. Nitin Guha (DIN-01107480))hold office till the conclusion of the 30th AGM to be held in thecalendar year 2019. In terms of the provisions of Section149(10) of the Act, it is proposed to appoint them for a furtherperiod of five years. The Board is of the view that, thecontinued association of Mr. Rajendra Kumar Duggar (DIN00403512) and Mr. Nitin Guha (DIN-01107480) will benefit theCompany, given their knowledge, experience and contributionto Board processes.

In terms of Regulation 17(1A) of the Listing Regulations, themembers at the 29th AGM accorded consent through specialresolution for the continuation of directorship of Mr. NitinGuha (DIN-01107480) and Mr. Nandlal Todi (DIN-00581581)as, both the Directors are above 75 years of age.

Mr. Nandlal Todi (DIN-00581581), Non-Executive Non-independent Director, retires by rotation at the ensuing 30th

AGM where he presents himself for re-appointment.

The tenure of Mr. Pawan Kumar Todi (DIN-00590156) andMs. Sarika Mehra (DIN-06935192) as Managing Director andWhole-time Director respectively, is expiring on 31st October,2019 and 18th September, 2019 respectively. Accordingly, interms of section 196 of the Act, they have presentedthemselves for re-appointment for a term of three (3) yearswith effect from 1st November, 2019 and 19th September,2019 respectively. Further, at the ensuing Annual GeneralMeeting (AGM) it is also being proposed to make the officeof the Managing Director as not liable to retire by rotation.

b. Company Secretary.

Considering the enormous responsibilities and duties of boththe Whole-time Director and the Company Secretary, Ms.Sarika Mehra (DIN-06935192) resigned from the post ofCompany Secretary with effect from 1st April, 2019, in orderto facilitate more efficient discharge of her Directorial dutiesand responsibilities. She continues to act as the ExecutiveDirector.

Mrs. Rimpa Roy has been appointed as the CompanySecretary of the Company with effect from 1st April, 2019.

c. Chief Financial Officer.

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

9. Number of Meetings of the Board.

The Board met four (4) times during the Financial Year underreview. The details thereof, including the attendance of theDirectors, is provided in the Corporate Governance Reportwhich is annexed to this Report.

Further, one exclusive meeting of the Independent Directors,pursuant to Schedule IV of the Act and sub-regulation 3 ofRegulation 25 of the Listing Regulations, was held on 14th

February, 2019.

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

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

During the financial year under review, Mr. Arun CharanMukherji (DIN-00063975) and Mr. Ashok Bhandari (DIN-00012210) ceased to be members of the Audit Committeewith effect from 2nd April, 2018 and 2nd January, 2019respectively, due to their resignation as the Directors of theCompany. Further, Mr. Ashok Dhirajlal Kanakia (DIN-00738955)was appointed as a member of the Audit Committee at themeeting of the Board held on 14th February, 2019.

NPR FINANCE LIMITED


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

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

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

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

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

Ms. Sarika Mehra (DIN-06935192) was the secretary to theCommittee till 31st March, 2019. Mrs. Rimpa Roy is theSecretary to the Committee since 1st April, 2019.

During the Financial Year under review, the Audit Committeemet four (4) times and all such meetings were held inaccordance with the provisions of the Act readwith the Rulesmade thereunder and the Listing Regulations. Details of thesame, including the meeting dates and the attendance of theCommittee members, are provided in the CorporateGovernance Report.

Further, the Board has accepted all the recommendations ofthe Audit Committee in the Financial Year 2018-19.

11. Composition of the Nomination andRemuneration Committee.

During the financial year under review, Mr. Arun CharanMukherji (DIN-00063975) and Mr. Ashok Bhandari (DIN-00012210) ceased to be members of the Nomination andRemuneration Committee with effect from 2nd April, 2018 and2nd January, 2019 respectively, due to their resignation asthe Directors of the Company. Further, Mr. Ashok DhirajlalKanakia (DIN-00738955) was appointed as a member of theCommittee at the meeting of the Board held on 14th February,2019.

As on 31st March, 2019, the composition of the Nominationand Remuneration Committee is as under:

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

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

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

Ms. Sarika Mehra (DIN-06935192) was the secretary to theCommittee till 31st March, 2019. Mrs. Rimpa Roy is theSecretary to the Committee since 1st April, 2019.

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

12. Composition of the Stakeholders RelationshipCommittee.

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

13. Directors’ Responsibility Statement.

Pursuant to the provisions of Section 134 (3) (c) read withsection 134 (5) of the Act, the Directors hereby confirm andstate that:

a. In the preparation of Annual Accounts, the applicableAccounting Standards have been followed along withproper explanation relating to material departures, ifany.

b. The Directors have selected such accounting policiesand have applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of the stateof affairs of the Company as at the end of the FinancialYear ended on 31st March, 2019 and of the profit of thecompany for the year under review.

c. The Directors have taken proper and sufficient carefor the maintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on agoing concern basis.

e. The Directors have laid down internal financial controlsto be followed by the Company and such internalfinancial controls are adequate and were operatingeffectively.

f . The Directors have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.

14. Details in respect of frauds reported by auditorsunder sub-section (12) of section 143 other thanthose which are reportable to the CentralGovernment.

No fraud was detected during the financial year underreview.

NPR FINANCE LIMITED


15. Declaration by the Independent Directors andstatement on compliance of Code of Conduct.

All the Independent Directors have furnished the Statementon Declaration of Independence under section 149 (6) of theAct and Regulation 16 of the Listing Regulations. Further, theIndependent Directors have complied with the Code ofIndependent Directors prescribed in Schedule IV to the Act.

16. Statement on compliance of Code of Conductfor Directors and senior management personnel.

The Corporate Governance Report contains a Declaration oncompliance to the Code of Conduct by the Directors andSenior Management Personnel of the Company.

17. Policy on Directors’ Appointment &Remuneration.

The Company’s Nomination and Remuneration Policy containsinter-alia, policy on directors’ appointment and remunerationincluding criteria for determining qualifications, positiveattributes, independence of a director and other mattersprovided under sub-section (3) of section 178 of the Act andthe Listing Regulations.

SEBI vide notification dated 9th May, 2018, has introduced theSEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018, vide which, it has inter-alia, enhanced the role of the Nomination and RemunerationCommittee with effect from 1st April, 2019. In terms of thesaid amendment, the Nomination and Remuneration Committeewill be required to recommend to the Board, all remuneration,in whatever form, payable to senior management (Part D,Para A(6) of Schedule II of the Listing Regulations). The saidamendment has revised the definition of senior managementto also include: “chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shallspecifically include company secretary and chief financialofficer”.

Accordingly, the Company’s Nomination and RemunerationPolicy has been revised to incorporate the above amendment.

The Policy defines the basic principles and procedure ofnomination and determination of remuneration of all theDirectors, Key Managerial Personnel and the seniormanagement. It is further intended to ensure that the Companyis able to attract, develop and retain high-performing Directors,Key Managerial Personnel and other employees and thattheir remuneration is aligned with the Company’s businessstrategies, values and goals. The policy is based on thefollowing pillars:

a. The level and composition of remuneration is reasonableand sufficient to attract, retain and motivate directorsof the quality required to run the Company successfully;

b. The relationship of remuneration to performance isclear and meets appropriate benchmarks; and

c. The remuneration to directors, key managerialpersonnel and senior management involves a balancebetween fixed and incentive pay, reflecting short andlong-term performance objectives appropriate to theworking of the Company and its goals.

The Policy in available on the website of the Company viathe link:

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

18. Auditors & Auditors’ report.

A. Statutory Auditor

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

B. Independent Auditors’ Report.

The Self Explanatory Independent Auditors’ Report does notcontain any adverse remarks or qualification.

C. Secretarial Auditor.

Mr. Niaz Ahmed (C.P. No. 5965, Membership No. F9432),Company Secretary in whole-time Practice, who wasappointed pursuant to the provisions of Section 204 of theAct read with the Rules made thereunder to issue theSecretarial Audit Report for the Financial Year ended 31st

March, 2019, has been further re-appointed to issue theSecretarial Audit Report for the Financial Year ended 31st

March, 2020.

D. Secretarial Audit Report.

The Secretarial Audit Report in Form MR-3 does not containany adverse remarks and is appended to the Directors’Report in Annexure-II.

E. Internal Auditor.

Ms. Anshika Shroff (C.P. No. 15055, Membership No. A38390),Company Secretary in whole-time Practice is the InternalAuditor of the Company. She has been re-appointed at themeeting of the Board held on 29th May, 2019.

F. Internal Audit Report.

The Internal Audit Report does not contain any adverseremarks

19. Maintenance of Cost Records.

The maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the

NPR FINANCE LIMITED


Companies Act, 2013, is required by the Company andaccordingly such accounts and records are made andmaintained.

20. Particulars of Loans, guarantees or investmentsunder Section 186 of the Act.

Details pertaining to loans, guarantees or investments areprovided in the notes to the Financial Statements.

21. Particulars of contracts or arrangements withrelated parties referred to in sub-section (1) ofSection 188 of the Act in the prescribed form.

All related party transactions, contracts or arrangementsthat were entered into, during the financial year under review,were on an arms-length basis and in the ordinary course ofbusiness. The Company has adhered to its “Policy on RelatedParty Transactions and Materiality of Related PartyTransactions” while pursuing all Related Party transactions.

During the year under review, the Company has entered intomaterial related party transaction as defined in the ListingRegulations and/or section 188 of the Act read with the Rulesmade thereunder.

The Audit Committee at its meeting held on 13th February,2018 had granted omnibus approval in line with the Company’sPolicy on Related Party Transactions, to pursue related partytransactions subject to a maximum threshold limit of `1 Croreper transaction for Related Party Transactions that arerepetitive in nature, for the financial year 2018-19. TheCommittee has, on a quarterly basis, reviewed the details ofthe Related Party Transactions entered into by the Companypursuant to omnibus approval accorded. In terms of the ListingRegulations and section 177 of the Act readwith the Rulesmade thereunder, such omnibus approval is valid only forone year.

Accordingly, the Audit Committee at its Meeting held on 14th

February, 2019, has accorded fresh omnibus approval topursue related party transactions subject to a maximumthreshold limit of `1 Crore per transaction for Related PartyTransactions that are repetitive in nature, for the financialyear 2019-20. The Committee on a quarterly basis, reviewsthe details of the Related Party Transactions entered into bythe Company pursuant to each such omnibus approvalaccorded.

Further, in terms of Regulation 23 of the Listing Regulationsand section 188 of the Act, the consent of the members shallbe sought at the ensuing 30th Annual General Meeting forapproval/ratification of various Related Party Transactions.

All the Material Related Party Transactions entered in theordinary course of business and at arm’s length basis havebeen reported in Form No. AOC-2 by way of Annexure – III

in terms of Section 134 of the Act read with the Rules madethereunder.

The Company is of the opinion that, obtaining inter-corporateloans from related parties are easily and quickly available tocater the requirements of Working Capital. Further, inter-corporate loan to related parties, are safe with no risk ofdefault and generate comfortable interest income at arm’slength. Also, the amount is repayable on demand and caneasily be liquidated. Other related party transactions duringthe financial year under review include: (i) Salary to KeyManagerial Personnel(KMPs) – which are routine-basedmonthly payments in the form of salary ; (ii) Purchase/Saleof foreign Currency/travellers’ cards by Promoter/Promotergroup/ other related party entities – on arms length basis.

22. State of Company Affairs & Future Outlook.

As on 31st March, 2019, the Company, a Non-SystemicallyImportant Non-Banking Financial (Non-Deposit Accepting orHolding) Company, does not have any outstanding publicdeposits and the Company shall not accept in the FinancialYear 2019-2020 and thereafter, any public deposit withoutobtaining the prior approval in writing of the Reserve Bankof India.

The Company has opened three new Branches for financingunder micro finance and personal loan and is following aslow and cautious approach in this regard.

The Company’s financial disbursement has increased by`79.65 lakhs due to rise in personal loan disbursements.The Company’s income from financing has increased due tothe following reasons:

a. Higher recovery on account of bad debt;

b. Higher generation of interest income resulting fromincrease in disbursement as mentioned above.

The Company is striving hard to make higher recoveries inthe years to come against earlier years’ write-off.

Similar to the previous financial year, the Company isexpecting consistent profitability on account of interestincome on inter-corporate deposits given to bodiescorporate.

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

Gross Income from power generation has gone up by14.81% in comparison to previous financial year on accountof higher generation. The Wind Energy sector is depicting apositive growth potential in the near future on account ofgovernment’s active initiatives and participation.

NPR FINANCE LIMITED


During the period under review, the Company has notgenerated any income from the Real Estate Division. However,the Company is desirous to explore this arena in the nearfuture, subject to suitable opportunities.

23. Material Changes and commitments, if any,affecting the financial position of the Company,which have occurred between the end of thefinancial year of the company to which thefinancial statements relate and the date of thereport.

No material changes and commitments affecting the financialposition of the Company, have occurred between the end ofthe financial year of the company to which the financialstatements relate and the date of this Directors’ Report.

24. Conservation of Energy, Technology Absorption,Foreign Exchange Earnings And Outgo.

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

a. Conservation of Energy.

The Company has no activity relating to conservation ofenergy.

b. Technology Absorption.

The Company has no activity relating to TechnologyAbsorption. Further, the Company has not entered into anytechnology transfer agreement.

c. Foreign Exchange earnings and outgo.

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

25. Risk Management Policy.

The Company has a Risk Management Policy which providesfor the identification therein of elements of risk, which in theopinion of the Board may threaten the existence of theCompany. The details pertaining to various types of risks aredescribed in the Management Discussion and Analysis reportwhich is annexed to the Directors’ Report.

Pursuant to Schedule IV (II) (4) of the Act, the IndependentDirectors, inter-alia amongst others, review the system fromtime to time to ensure that Risk Management is robust andsatisfactory.

The Company is not required to have a Risk ManagementCommittee and has voluntarily complied with the constitutionof the Risk Management Committee in terms of the ListingRegulations. Further, in terms of Regulation 17(9)(b) of theListing Regulations, the Board of Directors is responsible forframing, implementing and monitoring the Risk ManagementPlan of the Company and has delegated the power of

monitoring and reviewing of the risk management plan to theRisk Management Committee.

The Risk Management Committee is responsible for layingdown procedures to inform Board members about the riskassessment and minimization procedures.

26. Manner of formal annual evaluation of theperformance of the Board, its Committees andthat of its individual directors.

The manner of formal annual evaluation of the performanceof the Board, its committees and that of the individual directorsis morefully described in the Corporate Governance Reportwhich is annexed to the Directors’ Report. The evaluation isperused on the basis of the Company’s performanceevaluation policy.

27. Change in the nature of business.

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

28. Disclosures relating to Subsidiaries, Associatesand Joint ventures.

The Company does not have any Subsidiary or associatecompanies (as defined in Section 2(6) of the Act) nor isassociated with any joint ventures and therefore thedisclosure requirement pursuant to Rule 8 of the Companies(Accounts) Rules, 2014 is not applicable for the Company.

29. Details in respect of adequacy of internalfinancial controls with reference to the FinancialStatements.

The Audit Committee of the Company ensures that there is adirect relationship between the Company’s objectives andthe internal financial controls it implements, to providereasonable assurance about their achievement.

In this connection, the Audit Committee in coordination withthe Internal Audit Department periodically reviews thefollowing:

a. Transactions are executed in accordance with themanagement’s general or specific authorization;

b. All transactions are promptly recorded in the correctamount in the appropriate accounts and in theaccounting period in which they are executed so as topermit preparation of financial information within aframework of recognized accounting policies andpractices and relevant statutory requirements, if any;

c. Accountability of assets is adequately maintained andassets are safeguarded from unauthorized access,use or disposition.

NPR FINANCE LIMITED


Further, during the financial year under review, the InternalFinancial Control Policy was reconstituted in terms of variousamendments in applicable laws in force. Also, SEBI (Prohibitionof Insider Trading) (Amendment) Regulations, 2018, hasintroduced Regulation “9A”, whereby, the provision for anInstitutional Mechanism for Prevention of Insider Trading isrequired. In this connection, inter-alia, an adequate andeffective system of internal controls was required to ensurecompliance with the requirements of the SEBI (Prohibition ofInsider Trading) Regulations, 2015, to prevent insider trading.Thus, the Internal Financial Control Policy was modified tothe above extent.

There is a proper allocation of functional responsibilities withinthe Company and it is ensured that the quality of personnelcommensurate with their responsibilities and duties. Further,proper accounting and operating procedures are followed toconfirm the accuracy and reliability of accounting data,efficiency in operation and safety of the assets. The regularreview of work of one individual by another, minimizes thepossibility of fraud or error in the absence of collusion.

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

30. Disclosure pursuant to Rule 5 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.

The Company has no employee whose remuneration exceedsthe limit prescribed under Section 197 of the Act read withRule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014.

I. The disclosure pursuant to Rule 5(1) of TheCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, is providedherein below:

In computing the various parameters, the remuneration is asper the Income Tax Act, 1961.

(i) Ratio of Remuneration of each director to themedian remuneration of the employees of thecompany for the financial year

Directors Ratio of Remuneration toMedian Remuneration

Nandlal Todi Paid Sitting Fees only

Pawan Kumar Todi 17.61 times(approx.)

Arun Charan Mukherjee N.A.(resigned with effectfrom 2nd April, 2018,hence, not entitled toattend any meeting ofthe Board or Committee).

Nitin Guha Paid Sitting Fees only

Rajendra Kumar Duggar Paid Sitting Fees only

Ashok Bhandari Paid Sitting Fees only(resigned with effectfrom 2nd January, 2019).

Sarika Mehra 7.29 times(approx.)

Ashok Dhirajlal Kanakia Paid Sitting Fees only(Appointed with effectfrom 14th February,2019)

(ii) The percentage increase in the remunerationof each Director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary orManager, if any, in the financial year.

Directors, Chief Executive % increase inOfficer, Chief Financial remunerationOfficer and Company in the FinancialSecretary Year

Nandlal Todi -Paid Sitting Fees only- Non-executive Director

Nitin Guha -Paid Sitting Fees only- Non-executive Director

Rajendra Kumar Duggar -Paid Sitting Fees only- Non-executive Director

Ashok Bhandari -Paid Sitting Fees only- Non-executive Director(resigned with effect from2nd January, 2019).

Ashok Dhirajlal Kanakia -Paid Sitting Fees only(Appointed with effect from14th February, 2019)

Pawan Kumar Todi 11.90%- Managing Director

Sarika Mehra 0.00%- Executive Director &Company Secretary

Ashok Kumar Shah 7.78%- Chief Financial Officerof the Company

(iii) The percentage increase in the medianremuneration of the employees in the financialyear.

There has been a decrease of 12.71% in the medianremuneration of the employees in the Financial Year.

NPR FINANCE LIMITED


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

As on 31st March, 2019, there are 46 employees on the roll ofthe Company.

(v) A. Average percentile increase made in thesalaries of employees other than themanagerial personnel in the last financialyear.

Percentile increase in the Percentile increase in thesalary in 2017-18 salary in 2018-19

0.35% -2.32%

B. Its comparison with the percentile increasein the managerial remuneration andjustification thereof.

In comparison to the aforesaid decrease of 2.32% of otheremployees, the salary of the Managerial Personnel increasedby 8.07%.

The Managing Director’s remuneration did not commensuratewith his roles and responsibilities and accordingly, his salarywas revised at the 28th Annual General Meeting of theCompany, effective from 1st June, 2017. Thus, in the financialyear 2017-18, the incremental salary was effective fromJune, 2017 and thus, during the first three months (i.e.: Aprilto June, 2017), the previous salary was effective. On theother hand, during the financial year 2018-19, the incrementalsalary showed its effect from the beginning of the first monthof the financial year. Hence, the difference in percentileincrease in managerial remuneration (8.07%) in comparisonto that of the other employees (-2.32%).

C. Whether there are any exceptionalcircumstances for increase in the managerialremuneration.

There are no exceptional circumstances prevalent forincrease in the managerial remuneration.

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

The Board of Directors hereby affirm that the remunerationpaid to all directors, Key Managerial Personnel is in accordancewith the Nomination and Remuneration Policy of the Company.

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

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

Name of Designation Remune- Nature of Qualification &the ration Employment, Experience ofemployee in ` whether the employee.

contractual orotherwise.

Sarika Mehra Executive 12,48,360 Permanent 1.Qualification:Director & B.Com.(Hons.) ACS,Company AICMA.Secretary.(Resigned as 2.Experience:Company 19 years.Secretary andaccordinglydesignated asExecutiveDirector witheffect from01.04.2019).

Ashok Kumar Chief Financial 9,91,320 Permanent 1.Qualification:Shah Officer B.Com. (Hons.).

2.Experience:44 years.

Shankar General 9,81,610 Permanent 1.Qualification:Birjuka Manager B.Com.


Amit Kumar Liasoning & 6,34,560 Permanent 1.Qualification:Bhawsinghka Legal Manager B.Com.(Hons.).


Sanjoy Basu Manger-Forex 5,31,360 Permanent 1.Qualification:B.Com.


Rimpa Roy Manager – 5,26,600 Permanent 1.Qualification:Accounts, B.Com.(Hons.), ACS.finance &Legal.(Company 2.Experience:Secretary with 8 years.effect from01.04.2019)

Ashim System 5,24,843 Permanent 1.Qualification:Karmakar In-charge B.Com.


Uttam Kumar Manager- 4,76,750 Permanent 1.Qualification:Majumdar Finance B.Com.


Ritika Varma Deputy 3,79,200 Permanent 1.Qualification:Company M.Sc.(Hons.), ACS.Secretary


Arundhati Manager- 3,63,124 Permanent 1.Qualification:Ghosh Administration B.Com.


NPR FINANCE LIMITED


Name of the Date of Age of Last Percentage ofemployee commencement such Employment equity shares held

of employment employee held by such by the employee inemployee the company withinbefore joining the meaning ofthe company. clause (iii) of sub-

rule (2) of Rule 5of the Companies(Appointment andRemuneration ofManagerialPersonnel) Rules,2014.

Sarika Mehra 17/04/2000 44 - -

Ashok Kumar 01/07/1975 63 Ganeshnarayan -Shah Brijlal Private

Limited

Shankar 01/04/1995 62 Chinar Builders -Birjuka Pvt. Ltd.

Sanjay Basu 13/11/1999 50 DamaniaAirways Pvt. Ltd. -

Rimpa Roy 01/11/2016 32 GNB Motors -Pvt. Ltd.

Amit Kumar 01/06/2006 38 - -Bhawsinghka

Ashim 01/06/1996 49 Minisoft Pvt. Ltd. -Karmakar

Uttam Kumar 01/07/2017 62 - -Majumdar

Ritika Varma 01/05/2014 32 - -

Arundhati 01/11/2016 42 GNB Motors -Ghosh Pvt. Ltd.

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

31. Vigil Mechanism/Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy of the Companyis aimed to provide a vigilance mechanism for the directorsand employees of the Company to raise concern of anyviolations of legal or regulatory requirements, incorrect ormisrepresentation of any financial statements and reports,etc. The purpose of this Policy is to encourage the Company’sdirectors and employees who have concerns aboutsuspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment.

No personnel have been denied access to the AuditCommittee. There were no instances of reporting under theWhistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy isexplained in the Corporate Governance Report and alsodisclosed on the website of the Company via the weblink:

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

32. Insider Trading.

The Company has put in place the following Codes pursuantto the SEBI (Prohibition of Insider Trading) Regulations, 2015,being effective since 15th May, 2015:

a. Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information.

b. Code of Conduct to Regulate, Monitor and ReportTrading.

The aforesaid Codes have been disclosed on the websiteof the Company.

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

Please note that, no claims shall lie against the Company inrespect of unclaimed dividend amounts so transferred tothe Investor Education and Protection Fund (IEPF).

Mrs. Rimpa Roy has been appointed as the Nodal Officerwith effect from 1st April, 2019. Claimaints may contact theNodal Officer: Mrs. Rimpa Roy, Company Secretary, throughthe dedicated e-mail Id for the said purpose:[email protected]. Alternatively, theclaimants may also write their concerns to the Nodal Officer,addressed at the Registered Office. The relevant details inthe above matter, including the relevant notification of theMinistry, contact details of the Nodal Officer, access link tothe refund webpage of the IEPF Authority website, etc., areavailable on the website of the Company via the followinglink:

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

34. Compliance to norms prescribed by RBI forNBFCs.

Your Company has been complying with all the requisiteapplicable norms prescribed by the Reserve Bank of Indiafor Non-Deposit Taking Non-Systematically Important NBFCs.

35. Green Initiative.

To support the ‘Green Initiative’ in the Corporate Governancetaken by the Ministry of Corporate Affairs, to contributetowards greener environment and to receive all documents,notices, including Annual Reports and other communicationsof the Company, investors should register their e-mailaddresses with M/s. Niche Technologies Private Ltd., ifshares are held in physical mode or with their DepositoryParticipant, if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of theAnnual General Meeting are sent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their

NPR FINANCE LIMITED


email address, physical copies of the Annual Report andNotice of the Annual General Meeting are sent in the permittedmode. Members requiring physical copies can send theirrequest to Mrs. Rimpa Roy, Company Secretary of theCompany.

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

36. Mandatory update of PAN and Bank detailsagainst shareholding and transfer of sharescompulsorily in Demat mode with effect from 1st

April, 2019.

SEBI has amended relevant provisions of the ListingRegulations to debar listed companies from acceptingrequest for transfer of securities which are held inphysical form, with effect from April 1, 2019. Theshareholders who continue to hold shares and othertypes of securities of listed companies in physicalform even after this date, will not be able to lodge theshares with company / it’s RTA for further transfer.They will need to convert them to demat formcompulsorily if they wish to effect any transfer. Onlythe requests for transmission and transposition ofsecurities in physical form, will be accepted by thelisted companies / their RTAs. All shareholdersholding shares in physical form have been dulynotified of the same by Postal mode of communicationand have been provided with the requisite form forfurnishing PAN and Bank details. Further, twosubsequent reminders thereof, have also been sentto the shareholders.

37. Compliance to the Sexual Harassment of Womenat Workplace (Prevention, Prohibition, andRedressal) Act, 2013 read with the SexualHarassment of Women at Workplace (Prevention,Prohibition, and Redressal) Rules, 2013.

The Company strives to provide a safe working environmentto all its employees, including its women employees and iscommitted to the protection of women against sexualharassment.

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

The Board of Directors do hereby confirm and state that,NPR Group has constituted an Internal Complaints Committee

under the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013, to lookinto the matters relating to sexual harassment at workplace.Mrs. Rimpa Roy, Company Secretary, is the Presiding Officerof the Committee. All employees (permanent, contractual,temporary, trainees) are covered under this Policy.

In the event of any sexual harassment at workplace, anywoman employee of the NPR Group may lodge complaint toMrs. Rimpa Roy in writing or electronically through e-mail at:[email protected].

During the period under review, no complaints pertaining tosexual harassment of women at workplace were receivedby the Company. Accordingly, in terms of section 22 of theSexual Harassment of Women at Workplace (Prevention,Prohibition, and Redressal) Act, 2013, a summary thereof isas under:

Particulars No. of Complaints

Number of complaints pending Nilat the beginning of the year.

Number of complaints received Nilduring the year.

Number of complaints disposed Niloff during the year.

Number of cases pending at Nilend of the year.

38. Management’s Discussion and Analysis.

The Management’s Discussion and Analysis Report in termsof the Listing Regulations forms part of the Annual Report.

39. Affirmation on Compliance of SecretarialStandards.

The Board hereby affirms that, the Company has dulycomplied with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI).

40. General.

No disclosure or reporting is required in respect of thefollowing items as there were no transactions on theseitems during the year under review:

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

The Company is not required to constitute a Corporate SocialResponsibility Committee or to undertake any CSR activitiesin terms of the provisions of Section 135 of the Act andaccordingly, the requisite disclosure requirement as isspecified in Section 134(3) (o) of the Act, is not applicableon the Company.

NPR FINANCE LIMITED


b. Details of deposits which are not in compliancewith the requirements of Chapter V of the Act.

The Company has neither accepted any deposits during thefinancial year under review, nor has any outstanding depositsas on 31st March, 2019. Accordingly, the question of unpaidor unclaimed deposits does not arise.

c. Details of significant and material orders passedby the regulators or courts or tribunals impactingthe going concern status and the Company’sfuture operations.

No significant and material orders have been passed by theregulators or courts or tribunals impacting the going concernstatus and the Company’s future operations.

d. Details of shares as per Employees Stock OptionScheme/Sweat Equity shares / Equity shares withdifferential voting rights.

The Company has not issued any shares as per EmployeesStock Option Scheme/Sweat Equity shares / Equity shareswith differential voting rights.

41. Acknowledgement.

Your Directors wish to place on record their gratitude for thevaluable guidance and support rendered by the Governmentof India, various State Government departments, FinancialInstitutions, Banks and stakeholders, including, but not limitedto, shareholders, customers and suppliers, among others.We place on record, our appreciation of the contributionmade by our employees at all levels.

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

On Behalf of the Board of DirectorsFor NPR Finance Ltd

Nandlal Todi Ashok Kumar Shah Rimpa RoyChairperson Chief Financial Officer CompanyDIN-00581581 Secretary

Place: KolkataDate: 29.05.2019

NPR FINANCE LIMITED


Annexure - I to Director’s Report

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Managementand Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L65921WB1989PLC047091

Registration Date 22nd June 1989

Name of the Company NPR Finance Ltd.

Category / Sub-Category of the Company Company limited by Shares / Non-Govt. Company

Address of the Registered Office and contact details Todi Mansion, 9th Floor,1,Lu-Shun Sarani.Kolkata – 700 073Phone No. : 033 223772021/22377202

Whether listed company Yes

Name, Address and Contact details of Registrar and Niche Technologies Private LimitedTransfer Agents (RTA), if any 3A, Auckland Place, 7th Floor, Room No. 7A & 7B.

Kolkata 700 017.

Phone Nos. 033 2280-6616/17/18Fax: 033 2280- 6619

E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of NIC Code of the % to total turnovermain products / services Product / service of the company

1 Financing 64920 14.19%

2 Foreign Currencies & Traveller’s Cheques 66190 73.62%

3 Windpower 35106 5.17%

4 Shares & Securities 64990 7.02%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. NAME AND ADDRESS OF CIN/GLN HOLDING/ % of ApplicableTHE COMPANY SUBSIDIARY/ shares held Section

ASSOCIATE

NIL

NPR FINANCE LIMITED


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the %ChangeShareholders beginning of the year end of the year during the

Demat Physical Total % of Demat Physical Total % of yearTotal Total

Shares SharesA. Promoters(1) Indian(a)Individual/HUF 24,41,910 - 24,41,910 40.77 24,41,910 - 24,41,910 40.77 -(b) Central Govt - - - - - - - - -(c) State Govt (s) - - - - - - - - -(d) Bodies Corp. 16,23,520 - 16,23,520 27.11 16,23,520 - 16,23,520 27.11 -(e) Banks / FI - - - - - - - - -(f) Any Other - - - - - - - - -Sub-total(A) (1):- 40,65,430 - 40,65,430 67.88 40,65,430 - 40,65,430 67.88 -(2) Foreign(a) NRIs - - - - - - - - - -Individuals(b) Other - - - - - - - - - -Individuals(c) Bodies Corp. - - - - - - - - -(d) Banks / FI - - - - - - - - -(e) Any Other - - - - - - - - -Sub-total (A)(2):- - - - - - - - - -Totalshareholding ofPromoter (A) =(A)(1)+(A)(2) 40,65,430 - 40,65,430 67.88 40,65,430 - 40,65,430 67.88 -B. PublicShareholding1. Institutions(a) Mutual Funds - - - - - - - - -(b) Banks / FI - - - - - - - - -(c) Central Govt - - - - - - - - -(d) State Govt(s) - - - - - - - - -(e) Venture CapitalFunds - - - - - - - - -(f) InsuranceCompanies - - - - - - - - -(g) FIIs - - - - - - - - -(h) ForeignVenture CapitalFunds - - - - - - - - -(i) Others (specify) - - - - - - - - -Sub-total (B)(1):- - - - - - - - - -

NPR FINANCE LIMITED


Category of No. of Shares held at the No. of Shares held at the %ChangeShareholders beginning of the year end of the year during the

Demat Physical Total % of Demat Physical Total % of yearTotal Total

Shares Shares2. Non-Institutions

(a) Bodies Corp.

(i) Indian 36,173 3,500 39,673 0.66 31,712 3,500 35,212 0.59 -0.07

(ii) Overseas - - - - - - - - -

(b) Individuals

(i) Individualshare holdersholding nominalshare capitalupto Rs. 1 lakh 9,69,276 3,13,537 12,82,813 21.42 10,13,711 2,91,137 13,04,848 21.79 0.37

(ii) Individualshare holdersholding nominalshare capital inexcess ofRs. 1 lakh 3,45,953 - 3,45,953 5.78 3,90,783 - 3,90,783 6.52 0.74

(c) Others (specify)

- NRIs 40,652 1,13,000 1,53,652 2.56 35,260 1,13,000 1,48,260 2.47 -0.09

-OCBs - 18,000 18,000 0.30 - 18,000 18,000 0.30 0.00

-Clearing Member 84,079 - 84,079 1.40 27,067 - 27,067 0.45 -0.95

Sub-total (B)(2):- 14,76,133 4,48,037 19,24,170 32.12 14,98,533 4,25,637 19,24,170 32.12 0.00

Total PublicShareholding(B)=(B)(1)+(B)(2) 14,76,133 4,48,037 19,24,170 32.12 14,98,533 4,25,637 19,24,170 32.12 -

C. Shares held byCustodian forGDRs & ADRs - - - - - - - - -

Grand Total(A+B+C) 55,41,563 4,48,037 59,89,600 100.00 55,63,963 4,25,637 59,89,600 100.00 -

NPR FINANCE LIMITED


(ii) Shareholding of Promoters

Sl Shareholder’sName Shareholding at the beginning Shareholding at the endNo. of the year of the year

No. of % of % of No. of % of % of % changeShares total Shares Shares total Shares in share

Shares Pledged / Shares Pledged / holdingof the encumb- of the encumb- during

Company ered to Company ered to the yeartotal total

shares shares

1. Nandlal Todi 3,40,888 5.69 - 3,40,888 5.69 - -

2. Pawan Kumar Todi 7,94,210 13.26 - 7,94,210 13.26 - -

3. Nandlal Pawan Kumar Todi HUF 57,700 0.96 - 57,700 0.96 - -

4. Pawan Kumar Todi HUF 74,400 1.24 - 74,400 1.24 - -

5. Nandlal Raj Kumar Todi HUF 48,770 0.81 - 48,770 0.81 - -

6. Pawan Kumar Raj Kumar Todi HUF 1,00,250 1.67 - 1,00,250 1.67 - -

7. Pawan Kumar Nandlal Todi HUF 58,510 0.98 - 58,510 0.98 - -

8. Raninagar Paper & Board Private Limited 61,800 1.03 - 61,800 1.03 - -

9. E I Investments Pvt Ltd 6,59,360 11.01 - 6,59,360 11.01 - -

10. Silva computech Pvt Ltd 3,35,800 5.61 - 3,35,800 5.61 - -

11. Tamal stationers Pvt. Ltd. 3,19,000 5.33 - 3,19,000 5.33 - -

12. New Age Enclave Private Limited 42,851 0.72 - 42,851 0.72 - -

13. Priyashi Construction Private Limited 2,04,709 3.42 - 2,04,709 3.42 - -

14. Renu Todi 28,600 0.48 - 28,600 0.48 - -

15. Varun Todi 2,41,510 4.03 - 2,41,510 4.03 - -

16. Rishi Todi 2,98,082 4.98 - 2,98,082 4.98 - -

17. Shanti Devi Todi 41,520 0.69 - 41,520 0.69 - -

18. Priya Manjari Todi 3,57,470 5.97 - 3,57,470 5.97 - -

Total 40,65,430 67.88 - 40,65,430 67.88 - -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

There is no change in Promoter’s Shareholding during the financial year ended 31.03.2019.

NPR FINANCE LIMITED


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs andADRs):

Sl. Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

For Each of the Top No. of shares % of total No. of shares % of total10 Shareholders shares of shares of

the company the company

1. Anand Mishrilal JajuAt the beginning of the year 3,000 0.05 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for Increase /decrease (e.g. transfer):1. 10/08/2018 23,788 0.40 26,788 0.452. 17/08/2018 38,112 0.63 64,900 1.083. 25/01/2019 -100 -0.00 64,800 1.08At the End of the year (or on thedate of separation, if separatedduring the year) - - 64,800 1.08

2. Angel Broking Private LimitedAt the beginning of the year 15,837 0.26 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for Increase /decrease (e.g. transfer):1. 06/04/2018 -6,725 -0.11 9,112 0.152. 13/04/2018 -499 -0.01 8,613 0.143. 20/04/2018 -3,580 -0.06 5,033 0.084. 27/04/2018 -2,364 -0.04 2,669 0.045. 04/05/2018 25 0.00 2,694 0.046. 11/05/2018 592 0.01 3,286 0.057. 18/05/2018 25 0.00 3,311 0.058. 25/05/2018 -453 -0.01 2,858 0.049. 01/06/2018 738 0.01 3,596 0.0510. 08/06/2018 -951 -0.02 2,645 0.0311. 15/06/2018 13 0.00 2,658 0.0312. 22/06/2018 -738 -0.01 1,920 0.0213. 30/06/2018 -685 -0.01 1,235 0.0114. 13/07/2018 -37 -0.00 1,198 0.0115. 27/07/2018 1,352 0.02 2,550 0.0316. 03/08/2018 -1,455 -0.02 1,095 0.0117. 10/08/2018 4,132 0.07 5,227 0.0818. 17/08/2018 -4,032 -0.07 1,195 0.0119. 24/08/2018 -97 -0.00 1,098 0.0120. 31/08/2018 100 0.00 1,198 0.0121. 14/09/2018 -843 -0.01 355 0.0022. 29/09/2018 825 0.01 1,180 0.0123. 12/10/2018 5,138 0.09 6,318 0.1024. 26/10/2018 4,744 0.08 11,062 0.18

NPR FINANCE LIMITED





25. 02/11/2018 -3,880 -0.06 7,182 0.1226. 09/11/2018 -364 -0.01 6,818 0.1127. 23/11/2018 860 0.01 7,678 0.1228. 30/11/2018 300 0.01 7,978 0.1329. 07/12/2018 -1,614 -0.03 6,364 0.1030. 14/12/2018 400 0.01 6,764 0.1131. 21/12/2018 -540 -0.01 6,224 0.1032. 28/12/2018 60 0.00 6,284 0.1033. 04/01/2019 187 0.00 6,471 0.1034. 11/01/2019 2,053 0.03 8,524 0.1335. 18/01/2019 -2,005 -0.03 6,519 0.1036. 25/01/2019 100 0.00 6,619 0.1037. 08/02/2019 9 0.00 6,628 0.1038. 15/02/2019 1,746 0.03 8,374 0.1339. 22/02/2019 -2,448 -0.04 5,926 0.0940. 08/03/2019 -20 -0.00 5,906 0.0941. 15/03/2019 -204 -0.00 5,702 0.0942. 29/03/2019 -100 -0.00 5,602 0.09At the End of the year ( or on thedate of separation, if separatedduring the year) - - 5,602 0.09

3. Asha DeviAt the beginning of the year 21,150 0.35 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for Increase /decrease (e.g. transfer): - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 21,150 0.35

4. Bharat Kanaiyalal ShahAt the beginning of the year - - - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for Increase /decrease (e.g. transfer):1. 13/07/2018 990 0.02 990 0.022. 17/08/2018 2,000 0.03 2,990 0.053. 21/09/2018 2,500 0.04 5,490 0.094. 02/11/2018 7,166 0.12 12,656 0.215. 15/02/2019 686 0.01 13,342 0.226. 22/02/2019 3,195 0.05 16,537 0.27At the End of the year ( or on thedate of separation, if separatedduring the year) - - 16,537 0.27

NPR FINANCE LIMITED





5. Deepak Nagindas ShahAt the beginning of the year 5,672 0.10 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for Increase /decrease (e.g. transfer):1. 11/05/2018 901 0.02 6,573 0.122. 18/05/2018 5,000 0.08 11,573 0.203. 08/06/2018 2,320 0.04 13,893 0.244. 15/06/2018 9,833 0.16 23,726 0.405. 30/06/2018 108 0.00 23,834 0.406. 06/07/2018 3,799 0.06 27,633 0.467. 17/08/2018 -11,225 -0.18 16,408 0.288. 28/12/2018 704 0.01 17,112 0.29At the End of the year ( or on thedate of separation, if separatedduring the year) - - 17,112 0.29

6. Dheeraj Kumar LohiaAt the beginning of the year 49,396 0.82 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g.allotment / transfer /bonus / sweat equity etc). - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 49,396 0.82

7. Mahendra GirdharilalAt the beginning of the year 37,083 0.62 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g.allotment / transfer /bonus / sweat equity etc). - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 37,083 0.62

8. Mansukh Stock Brokers LimitedAt the beginning of the year 17,415 0.29 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. transfer):

NPR FINANCE LIMITED





1. 13/04/2018 -17,165 -0.29 250 0.002. 11/05/2018 -250 -0.00 0 0.003. 15/06/2018 1 0.00 1 0.004. 22/06/2018 -1 -0.00 0 0.00At the End of the year ( or on thedate of separation, if separatedduring the year) - - 0 0.00

9. Raj Kumar LohiaAt the beginning of the year 56,942 0.95 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g.transfer):

1. 10/08/2018 -21,978 -0.37 34,964 0.582. 17/08/2018 -6,065 -0.10 28,899 0.483. 24/08/2018 -316 -0.01 28,583 0.474. 21/09/2018 -2,000 -0.03 26,583 0.44At the End of the year ( or on thedate of separation, if separatedduring the year) - - 26,583 0.44

10. Sizzling LimitedAt the beginning of the year 18,000 0.30 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g.allotment / transfer /bonus / sweat equity etc): - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 18,000 0.30

11. Sureshkannan SubburajAt the beginning of the year 16,557 0.28 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. transfer):1. 23/11/2018 -100 -0.00 16,457 0.282. 07/12/2018 -1,645 -0.03 14,812 0.253. 14/12/2018 -9,406 -0.16 5,406 0.09At the End of the year ( or on thedate of separation, if separatedduring the year) - - 5,406 0.09

NPR FINANCE LIMITED





12. Uma Pati KeshariAt the beginning of the year 52,850 0.88 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 52,850 0.88

13. Vipul Rajendrabhai GandhiAt the beginning of the year 60,000 1.00 - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the End of the year ( or on thedate of separation, if separatedduring the year) - - 60,000 1.00

(v) Shareholding of Directors and Key Managerial Personnel:


For Each of the Directors and KMP No. of shares % of total No. of shares % of totalshares of shares of

the company the company1. Pawan Kumar Todi – Managing

DirectorAt the beginning of the year1. Individual Capacity 7,94,210 13.262. Karta of Pawan Kumar Todi HUF 74,400 1.243. Karta of Pawan Kumar Raj KumarTodi HUF 1,00,250 1.674. Karta of Pawan Kumar Nandlal TodiHUF 58,510 0.98Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/ sweat equity etc): - - - -At the end of the year1. Individual Capacity 7,94,210 13.262. Karta of Pawan Kumar Todi HUF 74,400 1.24

NPR FINANCE LIMITED





3. Karta of Pawan Kumar Raj KumarTodi HUF 1,00,250 1.674. Karta of Pawan Kumar Nandlal TodiHUF 58,510 0.98

2. Nandlal Todi- DirectorAt the beginning of the year1. Individual Capacity 3,40,888 5.692. Karta of Nandlal Pawan Kumar TodiHUF 57,700 0.963. Karta of Nandlal Raj Kumar Todi HUF 48,770 0.81Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/ sweat equity etc): - - - -At the end of the year1. Individual Capacity 3,40,888 5.692. Karta of Nandlal Pawan Kumar TodiHUF 57,700 0.963. Karta of Nandlal Raj Kumar Todi HUF 48,770 0.81

3. Arun Charan Mukherji- IndependentDirector (resigned with effect from02/04/2018).At the beginning of the year 300 0.01Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year 300 0.01

4. Nitin Guha - Independent DirectorAt the beginning of the year - - - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year - - - -

5. Rajendra Kumar Duggar –Independent DirectorAt the beginning of the year - - - -

NPR FINANCE LIMITED





Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year - - - -

6. Ashok Bhandari – IndependentDirector (resigned with effect from02/01/2019).At the beginning of the year - - - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year - - - -

7. Ashok Dhirajlal Kanakia -Independent Director(Director Since 14/02/2019)At the beginning of the year - - - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year - - - -

8. Sarika Mehra – Executive Director *At the beginning of the year - - - -Date wise Increase / Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment / transfer /bonus / sweat equity etc): - - - -At the end of the year - - - -

9. Ashok Kumar Shah – ChiefFinancial OfficerAt the beginning of the year - - - -Date wise Increase /Decrease inShare holding during the yearspecifying the reasons for increase /decrease (e.g. allotment /transfer /bonus/ sweat equity etc): - - - -At the end of the year - - - -

NPR FINANCE LIMITED


* Ms. Sarika Mehra resigned from the post of Company Secretary with effect from 01.04.2019, but cintinuing as Executive Director of thecompany. Further, Mrs. Rimpa Roy, appointed as Company Secretory with effect from 01.04.2019.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Amount in ( `)

Secured Loans Unsecured Loans Deposits Totalexcluding Indebtednessdeposits

Indebtedness at the beginningof the financial year

i) Principal Amount 59,71,555 3,65,02,660 - 4,24,74,215

ii) Interest due but not paid - 2,89,616 - 2,89,616

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 59,71,555 3,67,92,276 - 4,27,63,831

Change in Indebtedness duringthe financial year

• Addition - 3,55,00,000 - 3,55,00,000

• Reduction (13,77,182) (3,72,92,276) - (3,86,69,458)

Net Change 13,77,182 (17,92,276) - (31,69,458)

Indebtedness at the end of thefinancial year

i) Principal Amount 45,94,373 3,50,00,000 - 3,95,94,373

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 45,94,373 3,50,00,000 - 3,95,94,373

NPR FINANCE LIMITED


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:Amount in ( `)

Sl. Particulars of Remuneration Name of MD/WTD/Manager TotalNo. Amount

MD * WTD-Pawan Kumar -Sarika Mehra

Todi1. Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act,1961 30,15,656 12,48,360 42,64,016

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -(c) Profits in lieu of salary under section 17(3) Income-tax Act,1961. - - -

2. Stock Option - - -3. Sweat Equity - - -4. Commission

- as % of profit - - -- others, specify… - - -

5. Others, please specify - - -Total (A) 30,15,656 **12,48,360 42,64,016Ceiling as per the Act 3,36,00,000

Note:*The remuneration paid is purely in the capacity as Company Secretary. No additional remuneration hasbeen paid for the directorship.

Apart from the above, the Company has paid insurance premium and also contributed in Employees Provident Fund, etc. forMr. Pawan Kumar Todi (DIN-00590156) and Ms. Sarika Mehra (DIN-06935192).

B. Remuneration to other directors:Amount in ( `)

Name of DirectorsSl. Particulars of Ashok Nitin Guha Rajendra Nandlal Ashok Total AmountNo. Remuneration Bhandari Kumar Todi Dhirajlal

Duggar Kanakia3. Independent Directors

Fee for attending board /committee meetings 38,500 59,000 47,500 - 7,500 1,52,500Commission - - - - - -Others, please specify - - - - - -

Total (1) 38,500 59,000 47,500 - 7,500 1,52,5004. Other Non-Executive Directors

Fee for attending board /committee meetings - - - 46,000 - 46,000Commission - - - - - -Others, please specify - - - - - -

Total (2) - - - 46,000 - 46,000Total (B)=(1+2) 38,500 59,000 47,500 46,000 7,500 46,000Total Managerial Remuneration 1,98,500Overall Ceiling as per the Act 7,00,000 11,00,000 9,00,000 8,00,000 1,00,000 36,00,000

NPR FINANCE LIMITED


C. Remuneration to Key Managerial Personnel other than MD/Manager/ WTDAmount in ( `)

Sl. Particulars of Remuneration Key Managerial PersonnelNo.

CEO *Company CFO TotalSecretary

1 Gross salary(a) Salary as per provisions containedin section 17(1) of the Income-Tax Act,1961 - 12,48,360 9,91,320 22,39,680(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961. - - - -(c) Profits in lieu of salary under section 17(3) Income-Tax Act, 1961. - - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

- as % of profit - - - -- others, specify… - - - -

5 Others, please specify - - - -Total - **12,48,360 **9,91,320 22,39,680

Note: *The remuneration paid is purely in the capacity as Company Secretary. No additional remuneration hasbeen paid for the directorship.

** The Employer has contributed ` 33,110/- and ` 27,360/- towards the Employee Provident Fund of Ms. SarikaMehra and Mr. Ashok Kumar Shah (CFO) respectively.

** The Company has paid Insurance premium of ` 52,288/- and ` 27,234/- for Ms. Sarika Mehra (CompanySecretary) and Mr. Ashok Kumar Shah (CFO) respectively under the group Mediclaim Insurance Policy of theCompany.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Brief Details of Authority Appealthe Description Penalty /Punishment/ [RD/ made, if

Companies Compounding NCLT/ any (giveAct fees imposed COURT] details)

A. COMPANYPenaltyPunishment NONECompoundingB. DIRECTORSPenaltyPunishment NONECompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishment NONECompounding

NPR FINANCE LIMITED


Annexure - II to the Directors’ Report

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment andRemuneration Personnel) Rules, 2014]

To,The Members,NPR Finance LimitedTodi Mansion, 9th Floor,1, Lu Shun Sarani.Kolkata- 700 073.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by M/s NPR Finance Ltd. (“the Company”). Secretarial Audit was conducted in a manner that provided mea reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives during theconduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financialyear ended on 31st March,2019 complied with the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter :

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on 31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to theextent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings were notattracted to the Company under the financial year under report;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(hereinafter, “Listing Regulations”).

(d) Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

(e) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act’) were not attracted to the Company under the financial year under report:-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

NPR FINANCE LIMITED


(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by theCompany for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groupsof Acts, Laws and Regulations as applicable to the Company is given in ANNEXURE – 1.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Ltd., in terms of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company has not undertaken event / action having a major bearing on theCompany’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

During the audit period under review, there were no instances of:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

(ii) Redemption / buy-back of securities.

(iii) Merger / amalgamation / reconstruction, etc

(iv) Foreign technical collaborations.

This Report is to be read with the Auditor’s Note on the Maintenance of Secretarial Records of the Company as providedin ANNEXURE 2 and which forms an integral part of this Secretarial Audit Report.

Niaz AhmedCompany Secretary in practice

Place : Kolkata Membership No. F9432Date : 29.05.2019 C. P. No. : 5965

NPR FINANCE LIMITED


ANNEXURE – I

I. List of major heads/groups of Acts, Laws and Regulations as applicable to the Company.

The Management has identified and confirmed the following laws as specifically applicable to the Company:

1. The Reserve Bank of India Act, 1934 and all RBI Regulations made thereunder, as are applicable for NBFCs and theMoney-Changing (Forex) division.

2. The Prevention of Money Laundering Act, 2002 read with various rules made thereunder as amended from time to time.

3. The Electricity Act, 2003 as in force from time to time.

4. Applicable acts prescribed under Environmental Protection.

5. Acts prescribed under Direct and Indirect Tax.

6. Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payrollor on a contractual basis.

7. Land Revenue Laws of respective States.

8. Labour Welfare Act of respective States.

9. Local Laws as applicable to various branch offices, Plant locations.

II. List of Offices

1. Registered Office: - Todi Mansion, 9th Floor, 1, Lu-Shun Sarani, Kolkata 700 073.

2. Branch Offices:

a. Ahmedabad:

106-107, 1st Floor, “Samedh”Above Oriental Bank of Commerce,Near Associated Petroleum,C.G.Road, Panchavati,Ahmedabad - 380 006.

b. New Delhi:

8C/6, W.E.A. Abdul Aziz Road,Karol Bagh, (Opp. Shastri Park),2nd Floor,New Delhi - 110 005.

c. Siliguri

46, Girish Ghosh Sarani, Hakimpara,Near Jyotsna Bakery,Siliguri – 734001

d. Bagdah

Halencha 1 No. Colony,P.O.- Halencha Bazar, Police Station – Bagdah,Dist. – North 24 Parganas,Pincode – 743270

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NPR FINANCE LIMITED


e. Bardhaman

Opp. Banerjee FordBardhaman/ Sonalika Tractor,Keshabganj Chatti, Bardhaman,Pincode - 713104

f. Forex Division:

Todi Mansion, 2nd Floor, 1, Lu-Shun Sarani, Kolkata 700 073.

III. Power Plants:

The Company has two Wind Turbine Generators of 1.25 MW each, installed at the following sites:

(i) Village Chhadvel, Taluka SakariDistrict: DhuleMaharashtra

(ii) Village Kundlapur, Taluka Kawthe Mahakal,District: SangliMaharashtra



NPR FINANCE LIMITED


ANNEXURE – 2Auditor’s Note on the Maintenance of Secretarial Records of the Company

1. The Company’s Management is responsible for the maintenance of Secretarial Records in a manner to ensure complianceby the Company of applicable laws and to take adequate steps for the existence of proper and adequate systems andprocesses in this regard.

2. Secretarial Audit postulates verification on a test basis of records, books, papers and documents to check compliancewith the provisions of various statutes, laws and rules & regulations. I have applied the following general techniquesof auditing:

a. Sample checking;

b. Test checking;

c. Random checking; and

d. Trial and error checking.

3. I have relied on the representation made by the Company and its Officers for systems and mechanism formed by theCompany for compliances under other applicable Acts, Laws and Regulations to the Company.

4. In case of Financial Laws, I have relied on the Report of the Statutory Auditor and have not verified the financial recordsand Books of Accounts of the Company.

5. This Secretarial Audit Report is not an assurance of the effectiveness with which the Management has conducted theaffairs of the Company.



NPR FINANCE LIMITED


Annexure - III to the Directors’ Report

FORM AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule

8(2) of the Companies (Accounts) Rules, 2014)

Form of Disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s lengthtransactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis.

During the year under review, the contracts or arrangements with related party were done at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis.

Name of related party GNB Motors Pvt. Ltd. Star Wire (India) Star Wire (India)and nature of relationship - Enterprise where Vidyut Pvt. Ltd. Vidyut Pvt. Ltd.

Key Managerial - Enterprise where - Enterprise wherePerson and/or their Key Managerial Key Managerialrelatives exercise Person and/or their Person and/or theirsignificant influence. relatives exercise relatives exercise

significant influence. significant influence.

Nature of contracts / Loan Given. Loan Given. Purchase / sale ofarrangements / transactions foreign Currency /

travellers’ cards

Duration of the contracts / Payable on Demand. Payable on Demand. Non-recurring transactionarrangements / transactions

Salient terms of the contracts / 1. Loan given during 1. Loan given during 1. Purchase:arrangements / transactions the year: ` 6,79,49,421. the year: ` 3,30,00,000. ` 6,06,707.including the value, if any

2. Refund of Loan given 2. Refund of Loan given 2. Sales:during the year: during the year: ` 26,65,787.` 4,65,07,000. ` 5,84,62,273.

3. Interest Received 3. Interest Receivedduring the year : during the year :` 1,68,52,874. ` 59,68,768.

Date of approval by the Board. - - -

Amount paid as advances, if any - - -

Name of related party Viewlink Highrise LLP Mountview Tracom TP Farms Privateand nature of relationship (formerly Viewlink LLP - Enterprise Limited - Enterprise

Highrise Pvt. Ltd.) where Key Managerial where Key Managerial- Enterprise where Person and/or their Person and/or theirKey Managerial relatives exercise relatives exercisePerson and/or their significant influence. significant influence.relatives exercisesignificant influence.

Nature of contracts / Loan Given. Loan Given. Loan Given.arrangements / transactions

NPR FINANCE LIMITED


Name of related party Viewlink Highrise LLP Mountview Tracom TP Farms Privateand nature of relationship (formerly Viewlink LLP - Enterprise Limited - Enterprise

Highrise Pvt. Ltd.) where Key Managerial where Key Managerial- Enterprise where Person and/or their Person and/or theirKey Managerial relatives exercise relatives exercisePerson and/or their significant influence. significant influence.relatives exercisesignificant influence.

Duration of the contracts / Payable on Demand. Payable on Demand. Payable on Demand.arrangements / transactions

Salient terms of the contracts / 1. Loan given during 1. Interest Received 1. Refund of Loan givenarrangements / transactions the year: ` 29,77,000. during the year : during the year :including the value, if any ` 7,54,074. ` 21,67,904.

2. Refund of Loan given 2. Interest Receivedduring the year : during the year :` 53,79,092. ` 49,684.

3. Interest Receivedduring the year :` 1,45,973.



Name of related party Sheersh Enclave Oval Promoters LLP Ganesh Narayanand nature of relationship Private Limited - Enterprise where Brijlal Private Limited

(formerly Rose velly Key Managerial - Enterprise whereEnclave Private Person and/or their Key ManagerialLimited) - Enterprise relatives exercise Person and/or theirwhere Key Managerial significant influence. relatives exercisePerson and/or their significant influence.relatives exercisesignificant influence.

Nature of contracts / Loan Given. Loan Given. Rent Paid.arrangements / transactions

Duration of the contracts / Payable on Demand. Payable on Demand. Rental Agreement for fivearrangements / transactions years subject to renewal.

Salient terms of the contracts / 1. Refund of Loan given 1. Refund of Loan given 1. Rent Paid duringarrangements / transactions during the year : during the year : the year : ` 1,06,660.including the value, if any ` 2,50,000. ` 1,42,78,806.

2. Interest Received 2. Interest Receivedduring the year : during the year :` 3,77,447. ` 9,13,844.



NPR FINANCE LIMITED


Name of related party Silva Computech Matra Studios LLP Rani Leasings &and nature of relationship Pvt Ltd - Enterprise where Finance Private

- Enterprise where Key Managerial Limited - EnterpriseKey Managerial Person and/or their where Key ManagerialPerson and/or their relatives exercise Person and/or theirrelatives exercise significant influence. relatives exercisesignificant influence. significant influence.

Nature of contracts / Loan Given. Loan Given. Loan Given.arrangements / transactions

Duration of the contracts / Payable on Demand. Payable on Demand. Payable on Demand.arrangements / transactions

Salient terms of the contracts / 1. Interest Received 1. Interest Received 1. Refund of Loan takenarrangements / transactions during the year: during the year: during the year:including the value, if any ` 51,336. ` 4,47,279. ` 16,48,029.

2. Loan given during. the year: ` 4,40,01,971.

3. Refund of Loan givenduring the year:` 1,88,53,000.

4. Interest receivedduring the year :` 10,47,909.



Name of related party Neha Todi Karan Todi Priya Manjari Todiand nature of relationship - Relative of - Relative of - Relative of

Key Managerial Key Managerial Key ManagerialPersonnel Personnel Personnel

Nature of contracts / Purchase/Sale of foreign Purchase/Sale of foreign Purchase/Sale of foreignarrangements / transactions Currency/traveller’s Currency/traveller’s Currency/traveller’s

cards. cards. cards.

Duration of the contracts / Non-recurring Non-recurring Non-recurringarrangements / transactions transaction transaction transaction

Salient terms of the contracts / 1. Purchase : ` 630. 1. Purchase : ` 10,771. 1. Purchase : ` 10,73,182.arrangements / transactionsincluding the value, if any 2. Sale : ` 74,893. 2. Sale : ` 75,094. 2. Sale : ` 8,95,110.



NPR FINANCE LIMITED


Name of related party Rishi Todi Varun Todi Renu Todiand nature of relationship - Relative of - Relative of - Relative of

Key Managerial Key Managerial Key ManagerialPersonnel Personnel Personnel

Nature of contracts / Purchase/Sale of foreign Purchase/Sale of foreign Purchase/Sale of foreignarrangements / transactions Currency/traveller’s Currency/traveller’s Currency/traveller’s

cards. cards. cards.

Duration of the contracts / Non-recurring Non-recurring Non-recurringarrangements / transactions transaction transaction transaction

Salient terms of the contracts / 1. Purchase : ` 10,75,916. 1. Purchase : ` 39. 1. Purchase : ` 73,074.arrangements / transactionsincluding the value, if any 2. Sale : ` 11,92,946. 2. Sale : ` 5,01,078.



Name of related party Pawan Kumar Todi Pawan Kumar Todi Ashok Kumar Shahand nature of relationship - Key Managerial - Key Managerial - Key Managerial

Personnel Personnel Personnel

Nature of contracts / Purchase/Sale of foreign Remuneration. Remuneration.arrangements / transactions Currency/traveller’s

cards.

Duration of the contracts / Non-recurring Remuneration paid for Remuneration paid forarrangements / transactions transaction the year. the year.

Salient terms of the contracts / 1. Purchase : ` 70,373. Remuneration paid for Remuneration paid forarrangements / transactions the year: ` 31,18,334. the year: ` 10,92,790.including the value, if any 2. Sale : ` 2,99,620.



Name of related party Sarika Mehra R.S. Enterprisesand nature of relationship - Key Managerial - Enterprise where

Personnel Key ManagerialPerson and/or theirrelatives exercisesignificant influence.

Nature of contracts / Remuneration. Purchase/Sale of foreignarrangements / transactions Currency/traveller’s

cards.

Duration of the contracts / Remuneration paid for Non-recurringarrangements / transactions the year. transaction

Salient terms of the contracts / Remuneration paid for 1. Purchase : ` 2,56,307.arrangements / transactions the year: ` 13,20,260.including the value, if any 2. Sale : ` 3,23,789.

Date of approval by the Board. - -

Amount paid as advances, if any - -

NPR FINANCE LIMITED


Note:-.

1. All the transactions referred above are in the ordinary course of business and on an arm’s length basis.

2. Tenancy Agreement entered with M/s Ganesh Narayan Brijlal Private Limited has been renewed for a period of fiveyears.

3. The Board at its meeting held on 7th August, 2018, has accorded consent to ratify/approve various related partytransactions with reference to unsecured loan given/taken which was subsequently approved / ratified by theshareholders at the 29th Annual General Meeting (AGM) held on 24th September, 2018.

4. Mr. Pawan Kumar Todi’s (DIN-00590156) remuneration was revised with effect from 1st June, 2017, being dulyapproved by the Board of Directors at its meeting held on 22nd May, 2017 and also by the shareholders at the 28th

AGM held on 14th September, 2017.

5. Mr. Ashok Kumar Shah was appointed as the Chief Financial Officer of the Company at the meeting of the Board ofDirectors held on 16th May, 2014.With reference to the financial year under review, his remuneration was revisedat the meeting of the Board of Directors held on 7th August, 2018.

6. The appointment of Ms. Sarika Mehra (DIN-06935192) as an Executive Director was approved at the 25th AGM heldon 19th September, 2014 for a period of five years. Further, the Board at its meeting held on 22nd May, 2017,accorded consent to make her office liable to retirement by rotation in terms of section 152 of the Companies Act,2013, which was subsequently approved by the members at the 28th AGM held on 14th September, 2017.

7. Remuneration includes exempted perquisites.

On Behalf of the Board of DirectorsNPR Finance Ltd.Nandlal Todi Ashok Kumar Shah Rimpa RoyChairman Chief Financial Officer Company SecretaryDIN-00581581

NPR FINANCE LIMITED


MANAGEMENT DISCUSSION AND ANALYSIS.

This Management Discussion and Analysis Report contains forward-looking statements which are based on certainassumptions, risks, uncertainties and expectations of future events. All statements that address expectations or projectionsabout the future are forward-looking statements. The actual results, performance or achievements can thus differ materiallyfrom those projected in any such statements depending on various factors including: the demand supply conditions, changein government regulations, tax regimes, economic development within the country and abroad and such other incidentalfactors over which, the Company does not have any direct control.

This Report is framed in compliance with the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“Listing Regulations”).

1. Industry Structure and Developments.

Sustained high economic growth has become a national imperative in India. The Honorable Prime Minister has laid down thevision of India becoming a $5 trillion economy by 2025 - this requires a sustained real GDP growth rate of 8%. In this direction,steps such as:- reorienting policies for MSME growth, stress on “Sundar Bharat” and “Swasth Bharat”, effective use ofTechnology for Welfare Schemes, plans of redesigning a Minimum Wage System in India for Inclusive Growth and providingaffordable, reliable and sustainable Energy – are being stressed upon.

The global economy has witnessed challenging times on account of various reasons such as: Introduction of new andretaliatory tariff measures, heightened US-China trade tensions, weaker global economic growth. The World EconomicOutlook (WEO) Report (April, 2019), has envisaged a stabilization of growth of the global economy in the first half of the yearand a gradual recovery thereafter. It has further projected that, India’s growth is likely to pick up in 2019 and 2020, supportedby the continued recovery of investment and robust consumption amid a more expansionary stance of monetary policy andsome expected impetus from fiscal policy.

During the financial year under review, India has been the fastest growing major economy in the world. In the year 2018-19, India recorded a moderated GDP growth rate of 6.8%. This moderation in growth momentum is mainly on account oflower growth in Agriculture & allied, Trade, hotel, transport, storage, communication and services related to broadcastingand ‘Public administration & defence’ sectors. On the positive side, Banking system improved as Non-Performing Asset (NPA)ratios declined and credit growth accelerated. Insolvency and Bankruptcy Code led to the recovery and resolution ofsignificant amount of distressed assets and improved business culture. Service sector has remained the key driver ofeconomic growth.

Non-Banking Financial Companies (NBFCs) bring in diversity and efficiency to the financial sector and makes it moreresponsive to the needs of the customers. In the recent past, NBFCs have played increasingly important role in resourcemobilisation and credit intermediation, thereby helping commercial sector to make up for low bank credit growth. The crisisfaced by a large prominent institution of the country in 2018-19, led to drying-up bank lending, resulting in severe liquiditycrunch faced by NBFCs. The government took immediate steps to ring curb the severity. As a result, the flow of resourcesfrom the banking sector to NBFCs did improve to certain extent. However, financial markets remained cautious on NBFCs andthe squeeze in of inflow of resources to NBFCs has impacted the lending capability of the sector. The gradual improvementin liquidity situation indicates stabilisation for the NBFC sector and is an indication that, the Industry will be able to tide overthe short term liquidity punch. Regardless of the recent panic, NBFCs are here to stay and will play a significant role ineconomic growth and financial inclusion. Further, the Micro finance institution model has proved itself to be a viable andsustainable means of providing access to finance and meet the financial requirements of the bottom of the pyramidpopulation. As a dedicated credit delivery channel for vast un-banked/under-banked segments, these institutions have beenplaying a significant role in taking forward the Financial Inclusion agenda of the Government of India. In 2018-19, microfinancein India showed rapid, regionally-balanced and resilient growth.

The stress on Renewable Energy resources is evident from Economic Survey 2018-19, wherein, renewable energysources are a strategic national resource witnessed and harnessing these resources has been considered as part ofIndia’s vision to achieve - social equity and energy transition with energy security, a stronger economy and climate changemitigation. The Survey further provides that, globally, India stands 4th in wind power, 5th in solar power and 5th in overallrenewable power installed capacity. However, competitive bidding regime for Power Projects needs to be watched out.

NPR FINANCE LIMITED


The Money-Changing Sector plays a very crucial position in today’s global market place since, money-exchange facilitateseasy buying/selling of goods across borders. This sector is expected to provide increasing growth, since it is directlyproportional to the growth of the economy.

Over the past few years, the Indian Real Estate Sector has been witnessing a series of structural transformations led byReal Estate (Regulation and Development) Act, 2016, Demonetization, GST and the Benami Transactions (Prohibition)Amendment Act, 2016. Such reforms are expected to boost consumer confidence in the near future. An overall positivity,propelled by a combination of factors, is expected to push growth in the long-run.

2. Opportunities and threats.

The intense competition in the NBFC Sector, high cost of funds, coupled with regulatory restrictions - are some of thechallenges for the NBFC sector. However, the opportunity of being a well regulated participant in the financial system is likelyto outweigh the costs associated with greater regulations in the long run. Moreover, opportunities arising from largeuntapped rural and urban markets and increasing digitization are expected to benefit the NBFC sector.

The Money-Changing Sector’s growth depends on the economic well-being of the nation, travel spends of corporatesand other customers, etc. However, the sector would be adversely impacted if the Rupee depreciates as this would lead toescalating cost of foreign travel, foreign education etc.

As far as the Wind Energy Sector is concerned, the Government of India’s efforts to encourage Public Sector Banks tolend for Renewable Energy projects and to help Renewable Energy developers with the access to easy finance, isexpected to encourage the Renewable Energy Developers. The government is keen to tap-in the full potential of therenewable energy sector – which is a positive sign. However, the unexpected wind trend, low plant load factor, high capitalcost may hinder the growth of this sector.

As regards the Real Estate Sector, Government’s support to developers as well as buyers, coupled with the initiative toprovide affordable housing to all and also possibilities of rising income levels in the country, is likely to boost this sector.Nevertheless, this sector may be adversely affected by various factors such as: volatility in the interest rates, incomeinequality resulting in supply-demand mismatch, etc.

3. Segment–wise or product-wise performance.

Segment-wise or product wise performance data is enumerated in accordance with AS-17 in Note No. 2.29 of the “Notes tothe Financial Statement” section of the Annual Report.

4. Outlook.

Three Wheeler Financing has been the focus of the Company since more than a decade. However recently Company hasentered in the area of Personnel Loan with a steady and cautious approach.

Apart from Personnel Loan Company is also extending Micro finance loan in semi Urban & Rural Areas from April 2019 in alimited way in line with RBI Guidelines & accordingly Company expects moderate interest income from the above activities.

Further, as the Company has deployed surplus liquidity generated from recovery in extending loan to other bodies Corporate,the Company does expect interest income in line with the previous Financial Year.

As regards the money changing business, the Company is expecting a consistent profitability from this area of business.

The Government is focused on futuristic and clean energy. Initiatives to promote renewal energy source products are anencouraging sign. Your Company is desirous to further explore this arena with a cautious approach.

The Indian Real Estate Sector is currently witnessing a structural transformation towards being a complete organized sectoron account of multiple initiatives by the Government. Considering the fact that, India is a growing economy, the expectedoutlook for the Real Estate Sector is positive in the long-run.

5. Risks and concerns.

The risk management plan of the Company is monitored by the Risk Management Committee in accordance with the RiskManagement Policy of the Company.

NPR FINANCE LIMITED


NBFCs are subjected to credit risks, which, your Company manages through stringent credit norms to verify the identity ofan individual and also determining their intent and ability to repay a loan. Further, NBFC’s are also exposed to Interest Rate Riskand liquidity risk which are managed through regular monitoring of maturity profile. Besides, operational risks in the form ofrisks of incurring losses due to manual errors, fraud or system failure, can be monitored through an effective internal controlsystem management and its periodic assessment.

The Money Changing Sector is exposed to various types of risks such as: Risks associated with non-payment of dues bycustomers - Cheque bouncing risk. Further, the seller is also exposed to adverse impact of Rupee depreciation as this wouldlead to escalating cost of foreign travel, foreign education, etc. One of the ways to manage currency fluctuations is to havea better geographic balance in revenue mix. The Company also closely monitors the exchange rate movement and further,has in place, detailed policies in accordance with the Reserve Bank of India guidelines to ensure that there is timelyidentification of business risks and operational risks, evaluation of their impact and mitigation of the same through appropriatemeasures.

The Wind Energy Sector is exposed to Climatic Risk and Operation and Maintenance Risk. The performance of the WindEnergy sector is largely subject to varied wind velocity over which the Company has no control. However, Operation &Maintenance Risk is by and large controlled by constantly monitoring & supervising the Wind Turbine Generator’s performanceto reduce down time due to breakdowns.

The Real Estate Sector is adversely affected by demand lag, unfavourable economic conditions, slow income growth, highborrowing costs etc.

6. Internal Control Systems and their Adequacy.

The Company strives to continuously upgrade its Internal Control System in line with the best available practices tocommensurate with its size and the nature of its operations. The Company’s Internal Control Systems are thus adequate.

The Audit Committee in coordination with the Internal Audit team regularly reviews the adequacy and effectiveness of internalcontrol systems, in view of the ever changing business environments.

7. Discussion on financial performance with respect to operational performance.

Company has recorded turnover at `3,660.60 lakhs during the financial year under review in comparison to `3,573.41 lakhsof the previous year. The rise in turnover is primarily due to:

(a) Rise in income from financing activities.

Income from financing activities has increased by `134.85 lakhs in comparison to the previous financial year mainlydue to: higher Recoveries against earlier years’ Write-offs, lower write-offs in the year under review and highergeneration of interest income due to increased volumes.

(b) Increase in Income from Generation of Wind Power.

Income from generation of Power has increased by 14.81% due to rise in power generated in comparison to theprevious year and comparative lower breakdown error in the machine.

(c) Increase in other operating revenues.

The Company has recorded rise in interest income by `52.27 lakhs on account of loan given to bodies corporate.

Employee Benefit Expenses are marginaly up by 0.71%, whereas, other operating expenses have gone down by16.28% primarily on account of reduction in expenses towards Legal, Professional & Consultancy Charges.

Finance Cost has increased marginally by 0.64%.

Profit before taxes (PBT) is registered at `309.69 lakhs against `115.96 lakhs of the previous financial year. Profit after Taxes(PAT) was recorded at `262.44 lakhs against `149.15 lakhs in the previous year. The comparative higher profit is due to :

a. Higher interest income from financing operations.

b. Higher recovery on account of bad debt vis-a-vis lower write offs.

NPR FINANCE LIMITED


c. Higher Income from Wind power Division.

d. Reduction in other operational Cost.

Owned Fund of the Company stands at `4405.26 lakhs as against `4142.81 lakhs, recorded in previous year.

8. Material developments in Human Resources / Industrial Relations front, including number of peopleemployed.

Employees’ relations continued to be harmonious throughout the year with the management. Number of employees on rollwas 46 as on 31st March 2019 against 30 as at the end of previous year.

Your Company believes that, its employees are its greatest strength and the most valuable asset. The management and staffhas a mutual faith and trust. The Company provides equal opportunity to all employees and strives to inculcate highperformance culture in the organisation.

9. Details of significant changes (i.e. change of 25% or more as compared to the immediately previousfinancial year) in key financial ratios, alongwith detailed explanations thereof.

a. The details of the key financial ratios in which there has been a significant change (i.e. change of 25% or more) :

Sl. Key Financial Ratios 2018-19 2017-18 Reason for significant changeNo. (i.e. change of 25% or more)

1. Debtors Turnover 0.01 0.05 Primarily due to realisation of dues fromMaharashtra State Electricity Distribution CoLtd (MSEDLC) – in respect of revenuegenerated from generation of powerthrough Wind Energy.

2. Inventory Turnover 0.0044 0.0003 Primarily due to stock of vehicleRepossessed under HypothecationAgreement.

3. Interest Coverage Ratio 6.04 2.89 The change is on account of higherEarnings Before Interest and Tax (EBIT)resulting from various factors morefullydescribed in point no. 7 of this Report.

b. Further, there is no significant change in the following key financial ratios:

Sl. Key Financial Ratios 2018-19 2017-18No.

1. Current Ratio 9.62 8.80

2. Debt Equity Ratio 0.09 0.10

3. Operating Profit Margin (%) 10.14% 4.96%

4. Net Profit Margin (%) 7.17% 4.17%

5. Return on Net Worth 5.96% 3.60%

NPR FINANCE LIMITED


CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE.

ToThe Members,NPR Finance Ltd.

I have examined the compliance of conditions of Corporate Governance by NPR Finance Ltd. for the year ended on 31st

March, 2019, in terms of the applicable provisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”), based on the relevant records anddocuments maintained by the Company and furnished to me.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination has beenlimited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with theconditions of the Corporate Governance as stipulated in the above mentioned Listing Regulations. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me and the representations madeby the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governanceas applicable and stipulated in Chapter IV of the Listing Regulations.

I further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Place : Kolkata Niaz AhmedDated : 29.05.2019 Company Secretary in Practice

M. No. F9432C.P.No.5965

NPR FINANCE LIMITED


CORPORATE GOVERNANCE REPORT

1. Brief Statement on Company’s Philosophy on Code of Governance.

Corporate Governance envisages commitment of the Company towards the attainment of high levels of transparency,accountability and equity with the ultimate objective of increasing long-term shareholders value, keeping in view theneeds and interests of all the stakeholders.

Your Company also believes that good Corporate Governance makes good business sense and build up a goodCorporate Image. As such your Company not only complies with all requirements of Corporate Governance laid byvarious bodies, but follows it in spirit also.

During the period under review, the Company has complied with applicable Corporate Governance norms asstipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter, the “Listing Regulations”).

2. Board of Directors

The Board of Directors (hereinafter referred to as “the Board”) of the Company is a reflection of enriched experience,optimum diversity and vast knowledge. The Board of Directors have performed their role from time to time and haveperiodically reviewed the compliance reports as was required in terms of the applicable provisions of the ListingRegulations and other laws in force, if any. The Board has also sufficiently reviewed and acted upon the variousagenda items placed before it.

2.1 The composition and category of the Directors and their attendance at the Board Meetings during theyear and at the last Annual General Meeting and also the number of shares held by them in theCompany alongwith their Directorship and Committee Membership /Chairpersonship in otherCompanies.

The Company’s Board of Directors as on 31st March, 2019, comprises of one Managing Director (Promoter), oneExecutive Woman Director and four Non-Executive Directors, including three Independent Directors and one PromoterDirector.

Mr. Ashok Bhandari (DIN- 00012210), resigned from the Company with effect from 2nd January, 2019.

Four Meetings of the Board were held during the financial year 2018-2019 i.e. on 30/05/2018, 07/08/2018,12/11/2018 and 14/02/2019.The maximum time gap between any two Board Meetings was not more than 120 days.

Requisite quorum was present at all meetings and the Directors who were unable to attend any particular BoardMeeting(s), had obtained leave of absence from the Board.

NPR FINANCE LIMITED


The details are as follows:

Name of Category No of shares No. of Whether No. of No. ofDirector held & % of Board last AGM Directorships Committee

shareholding Meetings Attended in other Membership(s)/in the Co. attended Companies Chairpersonship(s)

Public Private held in otherCompanies

Member Chairperson

Mr. Pawan Executive, 794210 3 Yes 1 13 … …Kumar Todi Non- independent, shares

Promoter Director (13.26%)

Mr. Nandlal Non-Executive, 340888 4 Yes … 8 … …Todi Non- independent, shares

Promoter Director (5.69%)

Ms. Sarika Executive, … 4 Yes … … … …Mehra Non-independent,

Whole-timeDirector

Mr. Nitin Non Executive, … 4 Yes … 1 … …Guha Independent

Director

Mr. Rajendra Non Executive, … 3 No … 5 … …Kr. Duggar Independent

Director

Mr. Ashok Non Executive, … 3 Yes 9 3 6 …Bhandari* Independent

Director

Mr. Ashok Non Executive, … 1 N.A. … 6 … …Dhirajlal IndependentKanakia** Director

Mr. Arun Charan Mukherji (DIN- 00063975), resigned from the Company with effect from 2nd April, 2018.

*Mr. Ashok Bhandari (DIN- 00012210), resigned from the Company with effect from 2nd January, 2019. Accordingly,the disclosure pertaining to his directorships in listed entities as well as his committee memberships, - is based on thedata prevailing at the time of his resignation on 02/01/2019. The names of the listed entities in which he was aDirector as on the date of his resignation alongwith his category of Directorship, is as under:

Sl. No. Name of the listed entity Category of Directorship

1. Rupa & Company Ltd. Non-Executive- Independent Director

2. Intrasoft Technologies Limited Non-Executive- Independent Director

3. Maithan Alloys Ltd. Non-Executive- Independent Director

4. Skipper Limited Non-Executive- Independent Director

5. IFB Industries Ltd. Non-Executive- Independent Director

6. Mcleod Russel India Limited Non-Executive- Independent Director

**Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as an Additional Director with effect from 14th February,2019 in the category of Non-Executive Independent Director.

NPR FINANCE LIMITED


Further, Ms. Sarika Mehra (DIN-06935192), resigned from the post of Company Secretary with effect from 1st April,2019 in order to facilitate more efficient discharge of her Directorial duties and responsibilities. She is continuing to actas the Executive Director of the Company.

Mrs. Rimpa Roy, has been appointed as the Company Secretary w.e.f. 1st April, 2019, considering her varied experiencein the fields of Finance, Accounts, Taxation, Sales and Secretarial matters.

None of the existing Directors on the Board as on 31st March, 2019, is a Director of any other listed Company.

None of the Directors on the Board is a member of more than 10 Committees & Chairperson of more than 5 Committeesacross all the Companies in which he or she is a Director. It be noted that, for the purpose of determination of limit,chairpersonship of the Audit Committee and the Stakeholders’ Relationship Committee alone, have been considered.

None of the Independent Directors held directorship in more than 10 public limited Companies.

2.2 Disclosure of relationships between Directors inter-se.

Mr. Pawan Kumar Todi (DIN-00590156), Managing Director and Promoter, is the son of Mr. Nandlal Todi (DIN-00581581),Non- Executive Promoter Director.

2.3 Invitees

Apart from the Board members, the Company Secretary and the Chief Financial Officer (CFO) are invited to attend allthe Board Meetings. Other senior management executives are called as and when necessary, to provide additionalinputs for the items being discussed by the Board.

2.4 Independent Directors

(a) Confirmation

The Independent Directors have confirmed that they meet the criteria of ‘Independence’ as stipulated underRegulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions specified in the ListingRegulations and are independent of the Management.

(b) Separate meetings of the Independent Directors.

In terms of Regulation 25(3) of the Listing Regulations, read with Schedule IV of the Companies Act, 2013, oneexclusive meeting of the Independent Directors was held on 14th February, 2019, to discuss inter-alia amongstothers, the agenda items as specified in Regulation 25(4) of the Listing Regulations, read with Schedule IV of theCompanies Act, 2013.The attendance details are as under:

Sl. No. Name of the Committee member No. of meetings No. of meetingsentitled to attend attended

1. Mr. Rajendra Kumar Duggar 1 1

2. Mr. Nitin Guha 1 1

The quorum for the separate meeting of the Independent Directors has been fixed as two (2).

(c) Tenure & Formal Letter of appointment to Independent Directors.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as an Additional Director with effect from February14, 2019 in the category of Non-Executive Independent Director.

All the other Independent Directors of the Company were re-appointed for a term of five years at the 25th AnnualGeneral Meeting of the Company with effect from 19th September, 2014 & were issued Appointment Letters in thisregard.

The appointment letters containing the terms and conditions of appointment have been disclosed on the websiteof the Company.

NPR FINANCE LIMITED


(d) Familiarisation programme for Independent Directors.

Pursuant to Regulation 25(7) of the Listing Regulations, effective from 1st December, 2015, the company shallfamiliarise the independent directors about the company, including- their roles, rights, responsibilities in thecompany, nature of the industry in which the company operates, business model of the company, etc., throughvarious programmes.

In this connection, various familiarization programmes were conducted during the Financial Year 2018-19 and thedetails of such familiarisation programmes has been disclosed on the website of the Company : viz:www.nprfinance.com, via the following link:

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

(e) Detailed reasons for the resignation of Independent Directors who resigned before the expiry ofhis tenure.

Mr. Arun Charan Mukherji (DIN- 00063975), Non-Executive Independent Director, has resigned from office beforethe expiry of his tenure due to his advancing of age and health status.

Mr. Ashok Bhandari (DIN- 00012210), Non-Executive Independent Director, has resigned from office before theexpiry of his tenure due to pre-occupation.

Further, the Company has received the confirmation from the aforesaid directors that there are no other materialreasons other than those provided in their respective resignation letters.

2.5 Profile of the Directors appointed/re-appointed.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as an Additional Director with effect from February 14,2019 in the category of Non-Executive Independent Director. Accordingly, he will hold office till the conclusion of the30th Annual General Meeting (AGM). The Board of Directors feel that, his association with the Company would be ofimmense benefit to the Company and accordingly, his appointment for a term of five years is being proposed at theensuing AGM.

All the other Independent Directors of the Company were appointed for a term of five years at the 25th Annual GeneralMeeting of the Company with effect from 19th September, 2014. Considering their knowledge, experience and contributionto Board processes, it is being proposed to re-appoint them for another term of five years from the conclusion of theensuing AGM.

The tenure of Mr. Pawan Kumar Todi (DIN-00590156),Managing Director and Ms. Sarika Mehra (DIN-06935192),Executive Director, will come to an end on 30th October, 2019 and 19th September, 2019 respectively. It is beingproposed to re-appoint them for a period of three (3) years at the ensuing 30th AGM with effect from 1st November,2019 and 19th September, 2019 respectively.

Considering that the Managing Director plays the pivotal role in management of the affairs of the Company and hassubstantial powers of Management and also the several years of experience of Ms. Sarika Mehra (DIN-06935192) invarious fields of Finance, Accounts, Taxation and Secretarial matters, the above proposed re-appointments arejustifiable in the view of the Board.

Mr. Nandlal Todi’s (DIN-00581581) office as the Non-Executive Director is liable to retire by rotation at the ensuing AGM,where he will present himself for re-appointment. The Company is expected to benefit from his vast and diversifiedexperience of several years.

Further, in terms of Regulation 17(1A) of the Listing Regulations, effective from 1st April, 2019, no listed entity shallappoint a person or continue the directorship of any person as a non-executive director who has attained the age ofseventy five years unless a special resolution is passed to that effect. Since, Mr. Nitin Guha (DIN-01107480) and Mr.Nandlal Todi (DIN-00581581) – both non-executive directors, are above 75 years of age, the approval of the shareholderswas obtained at the 29th AGM held on 24th September, 2018, for enabling the continuation of their Directorship.

The profile of all the Directors is described on the website of the Company, viz: www.nprfinance.com.

NPR FINANCE LIMITED


2.6 Disclosure to the Board of Directors by the Senior Management, in terms of Regulation 26(5) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

There have been no material, financial and commercial transactions in which, the senior management have suchpersonal interest that may have a potential conflict with the interest of the Company. Hence the question of disclosureby the senior management in terms of Regulation 26(5) of the Listing Regulations does not arise.

2.7 Chart/matrix setting out the skills/expertise/competence of the Board of Directors.

The Company is engaged in the activities of financing of three wheeler, personal loans, full fledged money changingoperation. The Company has two 1.25 MW- Wind Turbine Generators, at Dhule & Sangli in the State of Maharashtra.

The core skills / expertise / competences identified by the Board, as required in the context of its business(es) andsector(s) for it to function effectively and those actually available with the Board are as under:

Name of the Years of Core skills / Expertise / competences identified by the BoardDirectors experience

Trading Leadership & Financial Corporate Law MarketingGovernance

Mr. Nandlal Todi 67

Mr. Nitin Guha 64

Mr. Rajendra Kumar 44Duggar

Mr. Ashok Dhirajlal 47Kanakia

Mr. Pawan Kumar 44Todi

Ms. Sarika Mehra 19

2.8 Succession Planning

Pursuant to Regulation (4)(2)(f)(ii) read with Regulation 17(4) of the Listing Regulations, the Board has, during thefinancial year under review, satisfied itself that plans are in place for orderly succession for appointments to theBoard and the senior management. The Company recognizes that succession planning will ensure that investors donot suffer due to sudden or unplanned gaps in leadership. Succession Planning will therefore ensure that theCompany is well-prepared for expansion, loss of any key talent, business continuity and that there is an appropriatebalance of skills, experience and expertise on the Board and Senior Management.

2.9 Policy on Board Diversity

Based on the Company’s Policy on Board Diversity, as formulated by the Nomination and Remuneration Committee, theBoard has time and again ensured that, optimum diversity on the Board is attained and maintained.

3. Audit Committee

3.1 Brief description of the terms of reference.

The Audit Committee has the power to investigate any activity within its terms of reference, including the powers /duties/responsibilities entrusted on it by the Listing Regulations, to seek information from any employee, obtain outsidelegal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.The Audit Committee ensures that transparency, accuracy and quality of financial reporting is not compromised with.

The terms of reference of the Committee is in accordance with that specified in Regulation 18(3) of the ListingRegulations, read with Part C of Schedule II thereto, and also confirms to the requirements of Section 177 of theCompanies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. The Committee wasconstituted on 29th July, 2000.

NPR FINANCE LIMITED


3.2 The composition of the Committee, meetings and attendance of the members during the year.

The composition of the Audit Committee reflects independence and comprises of members with enriched qualificationand all members are financially literate. As on 31st March, 2019, it comprises of two non-executive independentdirectors and one non-executive promoter director as on 31st March, 2019.

The Committee met 4 (Four) times during the year i.e. on 30/05/2018, 07/08/2018, 12/11/2018 and 14/02/2019. Themaximum time gap between any two Audit Committee Meetings was not more than 120 days.

Requisite quorum was present at all meetings and the committee members who were unable to attend any particularMeeting(s) of the Committee, obtained leave of absence from the Committee.

The details are enumerated herein below:

Sl. No. Name Category No. of MeetingsAttended

1 Mr. Nandlal Todi Non-Executive, Non-independent, Promoter Director 4

2 Mr. Nitin Guha Non Executive, Independent Director 4

3 Mr. Rajendra Kumar Duggar Non Executive, Independent Director 3

4 Mr. Ashok Bhandari* Non Executive, Independent Director 3

Mr. Rajendra Kumar Duggar (DIN-00403512), Independent Non-Executive Director, Chairs the Committee with effectfrom May 30, 2018.

*Mr. Ashok Bhandari (DIN- 00012210), ceased to be a member of the Committee with effect from 2nd January, 2019 andaccordingly, ceased to be a member of the Committee. Accordingly, he was entitled to attend only three meetings of theCommittee.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as Member of the Committee with effect from 14th February,2019 in the category of Independent Non-Executive Director.

Ms. Sarika Mehra (DIN-06935192), Executive Director and Company Secretary, was the Secretary to the AuditCommittee till 31st March,2019. Post her resignation as the Company Secretary Mrs. Rimpa Roy, Company Secretary isthe Secretary to the Audit Committee with effect from 1st April, 2019.

3.4 Invitees

Apart from the Committee members and the Company Secretary, the CFO is invited to attend all the Board Meetings.Other senior management executives, internal auditor, representative of the statutory auditor, etc., are called as andwhen necessary, to provide additional inputs for the items being discussed by the Committee.

4. Nomination and Remuneration Committee

4.1 Brief description of the terms of reference.

The Remuneration Committee which was constituted on 30/10/2002 in accordance with Schedule XIII of the CompaniesAct, 1956 to carry out functions as envisaged under the said schedule, was reconstituted as the Nomination andRemuneration Committee at the meeting of the Board of Directors held on 16th May, 2014 pursuant to the requirementsof Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The Nomination and Remuneration Committee has performed its role in accordance with its terms of reference of theListing Regulations read with Part D of Schedule II thereto.

4.2 The composition of the Committee, meetings and attendance of the members during the year.

The Nomination and Remuneration Committee of the Company as on 31st March, 2019, comprises of two Non-Executive and Independent Directors.

The Committee met 2 (Two) time during the year i.e. on 07/08/2018 and 14/02/2019. All the committee members werepresent at the meeting.

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The details are as follows:

Sl. No. Name Status No. of MeetingsAttended

1. Mr. Nitin Guha Non Executive, Independent Director 2

2. Mr. Rajendra Kumar Duggar Non Executive, Independent Director 2

3. Ashok Bhandari* Non Executive, Independent Director 1

Mr. Nitin Guha (DIN- 01107480), Non-Executive Independent Director, is the Chairperson of the Committee, who, alongwith the other committee members, was present at the 29th Annual General Meeting of the Company.

*Mr. Ashok Bhandari (DIN-00012210), ceased to be a member of the Committee w.e.f 2nd January, 2019. Accordingly,he was entitled to attend only one meetings of the Committee.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as Member of the Committee with effect from 14th February,2019 in the category of Independent Non-Executive Director.

Ms. Sarika Mehra (DIN-06935192) was the Secretary to the Committee till 31st March, 2019. Post her resignation as theCompany Secretary, Mrs. Rimpa Roy is the Company Secretary with effect from 1st April, 2019.

4.3. Remuneration of Directors

4.3.1. All pecuniary relationship or transactions of the non-executive directors vis-à-vis, the Company.

The details of the related party transactions depicting, inter-alia amongst others, transactions of the non-executivedirectors, vis-à-vis, the Company, is disclosed in Note No. “2.38” of schedule to the Financial Statements for theperiod under review.

4.3.2. Criteria of making payments to non-executive Directors.

The Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel is determinedin accordance with the Nomination and Remuneration Policy of the Company.

During the financial year under review, the Nomination and Remuneration Policy was revised in line with the variousamendments in the Listing Regulations. The Nomination and Remuneration Policy has been disclosed on the websiteof the Company: via the weblink: http://www.nprfinance.com/showreport.aspx?prmRsCtg=NRP&prmCtgType=S.

4.3.3. Disclosures with respect to remuneration

(a) Remuneration of the Non-Executive Directors.

During the financial year 2018-19, all non-executive Directors of the Company, including the Independent Directors,were paid sitting fees for attending Committee Meetings and the Meetings of the Board of Directors. Further theindependent directors were paid sitting fees for their separate meeting held in terms of Regulation 25(3) of the ListingRegulations, read with Schedule IV of the Companies Act, 2013.

The sitting fees may be revised by the Board from time to time subject to the threshold limit prescribed in the ListingRegulations, Companies Act, 2013 and the Rules made thereunder, and any other applicable law(s) in force.

Further, the non-executive directors may receive such other remuneration as permissible under the provisions of theCompanies Act, 2013 read with the Rules made thereunder and/or the provisions of the Listing Regulations.

Regulation 17(6) of the Listing Regulations, provides that:

(i) The board of directors shall recommend all fees or compensation, if any, paid to non-executive directors,including independent directors and shall require approval of shareholders in general meeting.

(ii) The requirement of obtaining approval of shareholders in general meeting shall not apply to payment of sittingfees to non-executive directors, if made within the limits prescribed under the Companies Act, 2013, for paymentof sitting fees without approval of the Central Government.

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(iii) The approval of shareholders as mentioned in (i) above, shall specify the limits for the maximum number of stockoptions that may be granted to non-executive directors, in any financial year and in aggregate.

(iv) The approval of shareholders by special resolution shall be obtained every year, in which the annual remunerationpayable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to allnon-executive directors, giving details of the remuneration thereof. Such approval shall be valid only till the expiryof the term of such director.

(v) Independent directors shall not be entitled to any stock option.

(b) Remuneration of the Executive Directors including Whole-time Director and Managing Director.

The Managing Director and the Whole-time/Executive Director, receive monthly salary/remuneration.

The remuneration of the Managing Director and Whole-time Director is determined by the Board of Directors, subjectto the Listing Regulations, statutory limits laid in the Companies Act, 2013, read with the Rules and Schedules formingpart thereto and the approval of the shareholders and/or Central Government, wherever required.

The remuneration is broadly divided into the following components:

(i) The Fixed Components- This broadly encompasses: Salary, allowances, perquisites, retirement benefits, etc.

(ii) The Variable Components- Performance based promotion and bonus are primarily included hereto.

Any annual increase in the remuneration of the Directors shall be at the sole discretion of the Board, based on therecommendation of the Nomination and Remuneration Committee.

Further, in determining the director’s remuneration, their performance evaluation as duly carried out by the Boardand/or Independent Directors, shall also be given due weightage.

(c) Details of Remuneration paid to the Directors.

During the Financial Year 2018-19, the non-executive directors were paid sitting fees of `7,500/- for each meeting ofthe Board, `4,000/- for each Audit Committee meeting, `4,000/- for each Nomination and Remuneration CommitteeMeeting and `5,000/- for the separate meeting of the Independent Directors.

The details of remuneration paid to all the directors during the year ended 31st March, 2019, are given below:

Name Salary & Employer’s Sitting Fees TotalAllowances Contribution (Excluding Goods

to E.P.F. and Service Tax)` ` ` `

Mr. Pawan Kumar Todi 30,15,656 … … 30,15,656

Mr. Nandlal Todi … … 46,000 46,000

Ms. Sarika Mehra 12,48,360 33,110 … 12,81,470

Mr. Arun Charan Mukherji … … … …

Mr. Nitin Guha … … 59,000 59,000

Mr. Rajendra Kumar Duggar … … 47,500 47,500

Mr. Ashok Bhandari …. …. 38,500 38,500

Mr. Ashok Dhirajlal Kanakia …. …. 7,500 7,500

Total 42,64,016 33,110 1,98,500 44,95,636

Apart from the above, the Company has paid insurance premium, etc. for Mr. Pawan Kumar Todi (DIN-00590156) andMs. Sarika Mehra (DIN-06935192).

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Further, the disclosure on remuneration in terms of section 178, 197 read with Rule 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, if any, of the CompaniesAct, 2013, read with the Rules made thereunder, is disclosed in the Directors’ Report.

(d) Service Contracts, notice period and severance fees.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955), was appointed as an Additional Director with effect from 14th February,2019 in the category of Independent Non-Executive Director to hold office upto the date of the ensuing Annual GeneralMeeting.

All the other Independent Directors have been re-appointed for a period of five years at the 25th Annual GeneralMeeting of the Company with effect from 19th September, 2014 and shall hold office till the conclusion of the 30th AnnualGeneral Meeting.

The office of Mr. Nandlal Todi (DIN-00581581) and Ms. Sarika Mehra (DIN-06935192) is liable to retire by rotation interms of the Companies Act, 2013.

The tenure of the Managing Director and the Executive Director can be terminated by either party by giving ninety (90)days notice in writing and shall be subject to the approval of the Nomination and Remuneration Committee and theBoard of Directors.

(e) Stock option details, if any and whether issued at a discount as well as the period over which accruedand over which exercisable.

Not applicable.

4.4. Annual evaluation of Performance:

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, otherapplicable provisions of the Act, and in accordance with the applicable provisions of the Listing Regulations/GuidanceNote issued by SEBI on evaluation, the disclosure regarding the manner of formal annual evaluation of the performanceof the Board, its Committees and of individual directors are as under:

a. Role of the Nomination and Remuneration Committee (NRC):

i. NRC has formulated criteria for evaluation of performance of independent directors and the board of directors.

ii. NRC carries out evaluation of every director’s performance.

iii. NRC determines whether to extend or continue the term of appointment of the independent directors, on the basisof the report of performance evaluation of independent directors.

b. Role of independent directors:

In the meeting of independent directors of the company (without the attendance of non-independent directors andmanagement), such directors :

I. Review the performance of non-independent directors and the Board as a whole.

II. Review the performance of the Chairperson of the company, taking into account, the views of executive directorsand non-executive directors.

III. Assess the quality, quantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

IV. Bring an objective view in the evaluation of the performance of board and management.

c. Evaluation of independent directors:

The performance evaluation of independent directors is done by the entire Board of Directors, excluding the directorbeing evaluated.

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d. Performance Evaluation of the Committee

The Board of Directors evaluate the performance of all the Board Committees, based on the Company’s PerformanceEvaluation Policy.

5. Stakeholders Relationship Committee

The Share Transfer and Investors Grievance Committee which was constituted on 31st July, 2001, was subsequentlyreconstituted 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 Companies Act, 2013 read with the Companies(Meetings ofBoard and its Powers) Rules,2014.

5.1. Composition of the Committee and Compliance Officer.

The Committee consists of one Non - Executive Independent Director and two Promoter Directors, as on 31st March,2019. The details are as follows:

Sl. No. Name Category

1 Mr. Nitin Guha Non Executive, Independent Director - Chairperson

2 Mr. Nandlal Todi Non-Executive, Non- independent, Promoter Director.

3 Mr. Pawan Kumar Todi Executive, Non- independent, Promoter Director.

Ms. Sarika Mehra (DIN-06935192) was the Compliance Officer till 31st March, 2019. Post her resignation as theCompany Secretary, Mrs. Rimpa Roy is the Compliance Officer with effect from 1st April, 2019.

5.2 Brief description of the terms of reference

The Committee has performed the role assigned to it in terms of Schedule II of the Listing Regulations.

The Committee deals with matters relating to approval of Share Transfer, Transmissions and Transposition, FolioConsolidation, Issue of Duplicate Share Certificates, Replacement of Share Certificates, Split and Consolidation ofCertificates, Dematerialisation and Rematerialisation requests, monitoring of shareholder complaints /requests, etc.The Committee is also empowered to resolves the grievances of the security holders of the Company.

5.3. Committee meeting details during the financial year 2018-19.

The Committee met 14 times during the year on: 25/06/2018, 02/08/2018, 20/08/2018, 04/09/2018, 03/11/2018, 07/12/2018, 27/12/2018, 07/01/2019, 17/01/2019, 21/01/2019, 31/01/2019, 12/02/2019, 21/02/2019 and 30/03/2019. Theattendance detail is as under:

Sl. No. Name of the Committee member No. of meetings No. of meetingsentitled to attend attended

1. Mr. Nitin Guha 14 14

2. Mr. Pawan Kumar Todi 14 13

3. Mr. Nandlal Todi 14 14

5.4 Status of Complaints received from the members:

During the period under review, the Company has received 4 (Four) investor complaints, 3 of which were resolvedwithin the stipulated time period and 1 investor complaint was pending as on 31st March, 2019. The same has beensubsequently resolved in April, 2019.

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The summary of complaints is provided herewith:


Pending at the beginning of the Year Nil

Number of shareholders’ complaints received 4

Disposed of during the Year 3

Number of shareholders’ complaints not solved to the satisfaction of the shareholders Nil

Number of pending complaints 1

6. Risk Management Committee

The Risk Management Committee of the Company monitors and reviews the risk management plan of the Company. Itis responsible for laying down procedures to inform Board members about the risk assessment and minimizationprocedures. The Board shall be responsible for framing, implementing and monitoring the risk management plan for theCompany.

Pursuant to the provisions of the Listing Regulations, the constitution of the Risk Management Committee is notmandatory for the Company. However, on account of good Corporate Governance principles, and the fact that,NBFCs are subjected to varieties of risks which require constant monitoring and mitigation, the Company has decidedto continue with the functioning of the Risk Management Committee.

6.1 Composition

Majority of the members of the Committee are Board members. The Committee comprises of two promoter directorsand one non-board member, who is a senior executive. The details are as follows:


1 Mr. Nandlal Todi Non-Executive, Non-independent, Promoter Director -Chairperson.


3 Mr. Shankar Birjuka General Manager – not a Director of the Company. He is a senior executive.


The Committee met 4 times during the year on: 12/06/2018, 03/09/2018, 26/12/2018 and 14/02/2019. The attendancedetail is as under:

Sl. No. Name No. of meetings No. of meetingsentitled to attend attended

1. Mr. Pawan Kumar Todi 4 4

2. Mr. Nandlal Todi 4 4

3. Mr. Shankar Birjuka 4 4

7. Fair Practice Code Committee.

The Fair Practice Code Committee strives to ensure transparency in the Company’s dealings with its customers, tostrengthen mechanisms for redressal of customer grievances and to ensure compliance with legal norms in mattersrelating to recovery of advances.

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7.1 Composition.

The composition of the Fair Practice Code Committee is as under:


1 Mr. Nitin Guha Non-Executive, Independent Director -Chairperson.


3 Mr. Nandlal Todi Non-Executive, Non-independent, Promoter Director.


The Committee met 4 times during the year on: 30/06/2018, 03/09/2018, 26/12/2018 and 14/02/2019. The attendancedetail is as under:


1 Mr. Nitin Guha 4 4

2 Mr. Pawan Kumar Todi 4 4

3 Mr. Nandlal Todi 4 4

8. IT Strategy Committee

In terms of the RBI Master Direction on Information Technology Framework for the NBFC sector, the Company has anIT Strategy Committee which is required to act within the scope of the RBI Directions/Circulars as issued/to be furtherissued from time to time and to also perform such other roles as and when it may be empowered for the same by theBoard of Directors.

8.1 Composition.

The composition of the Committee is as under:


1 Mr. Nitin Guha Non-Executive, Independent Director -Chairperson.


3 Ms. Sarika Mehra Executive, Non-independent, Whole-time Director.

4 Mr. Ashim Karmakar Member – not a Director of the Company. He is in-charge of the IT operations.


The Committee met 2 times during the year on: 11/07/2018 and 04/01/2019. The attendance detail is as under:


1 Mr. Nitin Guha 2 2

2 Mr. Pawan Kumar Todi 2 2

3 Ms. Sarika Mehra 2 2

4 Mr. Ashim Karmakar 2 2

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9. General Body Meetings

9.1. Location and time for last three Annual General Meetings :

Financial Year Date of AGM Venue Time

2017-2018 24-09-2018 Jhajharia Committee Room, Merchant Chamber of Commerce, 11.00 A.M.15-B, Hemanta Basu Sarani, 2nd Floor, Kolkata- 700 001



9.2 Special Resolutions passed at the last three Annual General Meetings.

At the 29th Annual General Meeting held on 24/09/2018 : 2



9.3 Details of Special Resolution passed through postal ballot during the financial year 2018-19.

No special resolution was passed through Postal Ballot during the Financial Year 2018-19.

9.4 Whether any Special Resolution proposed to be conducted through postal ballot in the forthcomingAnnual General Meeting.

Presently, no special resolution is being proposed to be conducted through Postal Ballot.

10. Management Discussion and Analysis.

Management Discussion and Analysis Report forms part of the Directors’ Report.

11. Means of Communications

11.1 Quarterly results and Newspapers wherein the results are normally published.

Quarterly and Annual results of the Company were published in accordance with the Listing Regulations in i) Arthik Lipi-Bengali (Kolkata edition), and ii) Business Standard - English (Kolkata & Mumbai edition).

The quarterly and the annual results of the Company are uploaded through the Listing Centre of the Exchange withinthe permitted time frame after the closure of the meeting of the Board of Directors.

11.2 Website where displayed.

The financial results of the Company are also posted on the website of the Company, viz. www.nprfinance.com,under the “Stakeholder Focus” section.

11.3 Official news release.

The Company was not required to make any official news release during the period under review.

11.4 Presentations made to institutional investors or to the analysts.

The Company was not required to make any presentations to the institutional investors or analysts.

11.5 Annual Reports.

The Annual Reports are sent to every shareholder of the Company through the permitted mode within the stipulatedtime frame.

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11.6 Outcome of the Annual General Meeting.

The voting results of the 29th Annual General Meeting were displayed on the website of the Company(www.nprfinance.com). The outcome of the Annual General Meeting was also uploaded through the Listing Centre ofthe Exchange.

12. General shareholder information

12.1 Annual General Meeting

(a) Date : 17th September, 2019

(b) Time : 11.00 a.m.

(c) Venue : Jhajharia Committee Room, Merchant Chamber of Commerce, 15- B, Hemanta Basu Sarani, 2nd Floor, Kolkata- 700 001

12.2 Financial Calendar: (Tentative)

Financial Year – 1st April, 2019 to 31st March, 2020 Relevant Dates

Board Meeting for consideration of accounts 29th May, 2019

Dividend payment date The Board of Directors has not recommended anyDividend for the financial year under review.

Posting of Annual Report along with notice of AGM Atleast 21 clear days before the date of the AnnualGeneral Meeting.

Book closure dates 11th September, 2019 to 17th September, 2019(bothdays inclusive).

Last date for receipts of proxy forms 48 hrs before the date of the Annual GeneralMeeting (before 11.00 a.m.).

Unaudited results for the quarter ended on June 30, 2019. On or before 14th September, 2019.

Unaudited results for the quarter ended on September 30, 2019. On or before 14th December, 2019.

Unaudited results for the quarter ended on December 31, 2019. On or before 14th February, 2020.

Audited results for the year ended on March, 31, 2020. On or before 30th May, 2020.

12.3 Dividend payment date.

The Board of Directors has not recommended any dividend for the financial year 2018-19.

12.4 The name and address of the stock exchange at which the Company’s securities are listed, alongwiththe Stock code.

The BSE Ltd. (Stock code: 530127)Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai - 400 001.

12.5 Listing Fees.

The Company has paid the listing fee to the BSE Ltd. for the year 2018-2019.

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12.6 Market price data- high, low, during each month in last financial year.

Month High ( `) Low ( `) Volume (Nos.)

April, 2018 36.40 27.60 81,984

May, 2018 32.80 22.85 50,168

June, 2018 28.30 22.50 69,728

July, 2018 27.75 22.20 19,732

August, 2018 35.00 21.50 1,62,067

September, 2018 31.00 24.20 23,531

October, 2018 29.40 23.10 51,600

November, 2018 30.00 23.10 26,890

December, 2018 29.85 23.00 41,129

January, 2019 28.95 22.65 31,902

February, 2019 25.80 19.50 25,064

March, 2019 25.80 20.10 17,009

12.7 Performance in comparison to broad-based indices.

Month BSE Sensex Closing (in `) NPR Finance Ltd. Closing Share Price(in `)

April, 2018 35160.36 30.05

May, 2018 35322.38 25.25

June, 2018 35423.48 25.45

July, 2018 37606.58 23.60

August, 2018 38645.07 29.35

September, 2018 36227.14 28.00

October, 2018 34442.05 25.00

November, 2018 36194.30 26.95

December,2018 36068.33 27.00

January, 2019 36256.69 25.35

February, 2019 35867.44 25.15

March, 2019 38672.91 21.20

Average Share Price 36323.89 26.03

12.8 Trading eligibility of the securities.The Equity Shares are eligible for active trading on the BSE Ltd. and have not been suspended from trading.

12.9 Registrar & Share Transfer Agent.M/s. Niche Technologies Private Ltd.3A, Auckland Place, 7th Floor,Phone No.: (033) 2280 6616/17/18Room No. 7A & 7B.Kolkata - 700 017E- mail: [email protected]

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12.10 Share Transfer System

The Company’s shares are in compulsory demat mode. The shares received for transfer in physical mode areregistered and returned(if documents are proper and clear in all respects), or valid objections, if any, are communicatedto the transferor or transferee within a period of 15 days from the date of receipt of request for transfer. Total numberof physical shares transferred during the year ended 31st March, 2019 were 3601.

12.11 Distribution of shareholding & shareholding pattern.

(a) Distribution of shareholding as on 31/03/2019.

Ordinary Shares Number of % of Number of shares % of sharesheld shareholders shareholders held held

Upto 500 2,869 82.09 5,20,528 8.69

501-1000 351 10.04 2,92,532 4.88

1001-5000 218 6.24 5,11,164 8.53

5001-10000 25 0.71 1,78,223 2.98

10001-50000 15 0.43 4,05,814 6.78

50001-100000 7 0.20 4,30,060 7.18

100001 and above 10 0.29 36,51,279 60.96

Total 3,495 100.00 59,89,600 100.00

(b) Shareholding Pattern as on 31/03/2019

Category % of shareholding

Promoters Holding 67.87%

Public Holding

Bodies Corporate 0.59%

Individuals 28.31%

NRIs 2.48%

Clearing Members 0.45%

Overseas Corporate Bodies 0.30%

Total 100.00%

12.12 Dematerialization of shares and liquidity.

The Company’s shares are tradable compulsorily in electronic form and are available for trading in the depositorysystems of both National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). TheInternational Securities Identification Number (ISIN) of the Company as allotted by NSDL and CDSL is INE446D01011.Nearly 92.89% of total equity shares have been dematerialized as on 31.03.2019.

12.13 Outstanding American Depository Receipt/Global Depository Receipt/ Warrants/ convertible instruments,conversion date and likely impact on equity.

Not Applicable.

12.14 Commodity price risk or foreign exchange risk and hedging activities.

(a) Commodity price risk, hedging activities – not applicable.

(b) Foreign exchange risk:

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The Money Changing Sector is exposed to various types of risks such as: adverse impact of Rupee depreciation asthis would lead to escalating cost of foreign travel, foreign education, etc.

The Company strives to review and update, the adequacy of its Risk Management system from time to time in order tomitigate such risks. The Company has in place, detailed policies on customer acceptance policy, customer identificationprocedures etc. in accordance with the Reserve Bank of India guidelines to ensure that there is timely identification ofbusiness risks and operational risks, evaluation of their impact and mitigation of the same through appropriatemeasures. Further, while, Currency fluctuations can be managed by having a better geographic balance in revenuemix, the Company also closely monitors the exchange rate movement.

12.15 Plant Locations.

The Company has two Wind Turbine Generators of 1.25 MW each, installed at the following sites:

(i) Village Chhadvel, Taluka SakariDistrict: DhuleMaharashtra

(ii) Village Kundlapur, Taluka Kawthe MahakalDistrict: SangliMaharashtra

12.16 Address for correspondence.

(a) Address for matters related to shares, any correspondence.

M/s. Niche Technologies Private Ltd.3A, Auckland Place, 7th Floor,Room No. 7A & 7B.Kolkata - 700 017Phone Nos.: (033) 2280 6616/17/18E- mail: [email protected]

(b) Address for any kind of assistance/clarification.

Mrs. Rimpa Roy, Compliance Officer and Company SecretaryC/o. NPR Finance Ltd.Todi Mansion, 1, Lu – Shun Sarani,9th Floor, Kolkata-700 073E-mail : [email protected]

(c) Dedicated email ID for Investors.

For the convenience of our investors, the Company has designated an exclusive email ID for investors [email protected].

(d) Website

www.nprfinance.com

13. List of all credit ratings obtained by the entity along with any revisions thereto during the relevantfinancial year, for all debt instruments of such entity or any fixed deposit programme or any scheme orproposal of the listed entity involving mobilization of funds, whether in India or abroad.

Not Applicable.

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14 . Other Disclosures

14.1 Disclosures on materially significant related party transactions that may have potential conflict with theinterests of the Company at large.

Related Party transactions have been disclosed under note “2.38” of schedule to the Financial Statements for theyear under review. Further, there were no materially significant transactions with the related parties viz. Promoters,Directors or the Management, or their relatives or Subsidiaries having potential conflict with the Company’s interest.

The Audit Committee at its Meeting held on 14th February, 2019, has accorded fresh omnibus approval to pursuerelated party transactions in the financial year 2019-20, subject to the maximum threshold limit prescribed in theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the members at the 29th Annual General Meeting of the Company held on 24th September, 2018, resolved toaccord consent/ratify various related party transactions, entered into /proposed to be entered into by the Company,by way of a ordinary resolution.

14.2 Details of non-compliance by the Company, penalties, strictures imposed on the listed entity by stockexchange(s) or the board or any statutory authority, on any matter related to capital markets, during thelast three years.

During the last three financial years, the Company has duly complied with all the various applicable requirements andregulations of the erstwhile Listing Agreement entered with the Stock Exchange and the Regulations under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Nopenalty has been imposed or strictures have been issued by SEBI or any other Stock Exchange or any statutoryauthority, on matters related to Capital Market, in the last three (3) years.

14.3 Details of establishment of vigil mechanism, whistle blower policy and affirmation that no personnelhas been denied access to the audit committee.

The Board of Directors of the Company have adopted a Vigil Mechanism/Whistle Blower Policy with a view to providea vigil mechanism for the directors and employees of the Company to raise concerns of any violations of legal orregulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose ofthis Policy is to encourage the Company’s directors and employees who have concerns about suspected misconductto 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 theWhistle Blower Policy.

During the financial year under review, the Vigil Mechanism/Whistle Blower Policy of the Company has been reconstitutedin terms of the Listing Regulations. Further, the newly introduced Regulation 9A in the SEBI (Prohibition of InsiderTrading) Regulations, 2015, requires inter-alia, requires the Company to have a Whistle Blower Policy to reportinstances of leak of unpublished price sensitive information (“UPSI”). Accordingly, the reconstituted Vigil Mechanism/Whistle Blower Policy includes the above amendments as well.

The Vigil Mechanism/Whistle Blower Policy is disclosed on the website of the Company.

The details of the Policy are provided hereunder:

(a) Main Objectives

i. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of businessoperations and to attain high level of transparency, accountability and equity with the ultimate objective ofproviding maximum level of customer satisfaction & increasing long term shareholders value keeping in view theneeds and interest of all stakeholders. For achieving the same, the Company encourages its employees whohave concerns about suspected misconduct to come forward and express these concerns without fear ofpunishment or unfair treatment.

ii. The Vigil mechanism of the Whistle Blower Policy shall provide a channel to the employees and Directors to reportto the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes ofconduct or policy. Further, this mechanism shall provide for adequate safeguards against the victimization of the

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director(s) / employee(s) who avail the mechanism and a direct access to the Chairperson/Chairperson of theAudit Committee in appropriate or/and exceptional cases.

(b) Eligibility

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to issues coveredunder this Policy and concerning the Company.

(c) Receipt and Disposal of Protected Disclosures.

All Protected Disclosures should be reported in writing in English, Hindi or in the regional language of the place ofemployment of the Whistle Blower as soon as possible after the Whistle Blower becomes aware of the same so asto ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting inEnglish, Hindi or in the regional language of the place of employment of the Whistle Blower.

Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle BlowerPolicy”.

On receipt of the protected disclosure, the Vigilance and Ethics Officer / Chairperson/ Chairperson of the AuditCommittee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from thecomplainant whether he/she was the person who made the protected disclosure or not. He/she shall also carry outinitial investigation either himself/herself or by involving any other Officer of the Company or an outside agency beforereferring the matter to the Audit Committee of the Company for further appropriate investigation and needful action.

(d) Contact details of the Vigilance and Ethics Officer.

Name Designation Correspondence address E-mail id

Mrs. Rimpa Roy Company Secretary NPR Finance Ltd. [email protected] 01.04.2019 Todi Mansion, 9th Floor,

1, Lu-Shun Sarani, Kolkata 700 073

14.4 Anti-Sexual harassment Policy.

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 readwith the Sexual Harassment of Women atWorkplace (Prevention, Prohibition, and Redressal) Rules, 2013. An Internal Complaints Committee has been set up toredress Complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees, etc.)are covered under this policy. Mrs. Rimpa Roy, Company Secretary, is the Presiding Officer of the Committee.

No complaint on sexual harassment was received during the Financial Year 2018-19. The details are as under:


Number of complaints filed during the financial year. Nil

Number of complaints disposed off during the financial year. Nil

Number of cases pending as on end of the financial year. Nil

14.5 Fees paid to the Statutory Auditor for the FY 2018-19.

During the financial year under review, the company has paid a total fees of `1,02,500/- to the Statutory Auditor inrespect of various services rendered:

Particulars Amount (in `)

For Statutory Audit 69,620

For Tax Audit 21,800

For Other Services 11,080

Total 1,02,500

NPR FINANCE LIMITED


14.6 Details of compliance with mandatory requirements and adoption of the non-mandatory requirements.

(a) Compliance with mandatory requirements.

The Company has duly complied with all the applicable mandatory requirements as stipulated in the Listing Regulations,Companies Act, 2013, and other applicable laws in force.

(b) Adoption of non-mandatory/discretionary requirements.

The Company has fulfilled the following discretionary requirements as prescribed in Part E of Schedule II of the ListingRegulations:

i. The Board - Non-Executive Chairperson’s Office.

The Board of Directors is Chaired by Mr. Nandlal Todi (DIN: 00581581), who is a Non-Executive Promoter Director;

ii. Modified opinion(s) in audit report.

The Company’s financial statements does not contain any modified audit opinion(s).

iii. Separate posts of Chairperson and Managing Director.

Mr. Nandlal Todi (DIN: 00581581) is the Chairperson of the Board of Directors and Mr. Pawan Kumar Todi (DIN-00590156), is the Managing Director of the Company.

iii. Reporting of internal auditor.

The Internal Auditor reports directly to the Audit Committee.

14.7 Web link where policy for determining ‘material’ subsidiaries is disclosed.

The Company does not have any material listed/unlisted subsidiary companies and is therefore, not required to complywith the provisions of Regulation 24 of the Listing Regulations, regarding the Corporate Governance requirementswith respect to subsidiary.

The Company has formulated a policy for determining “material subsidiary”. The same has been modified during thefinancial year under review, in line with the present Listing Regulations. The policy is disclosed on the website of theCompany via the link :

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

14.8 Web link where policy on dealing with related party transactions is disclosed.

The Company has a Policy on Related Party Transactions and Materiality of Related Party Transactions. The same hasbeen modified during the financial year under review, in line with the present Listing Regulations. The Policy isdisclosed on the website of the Company via the link:

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

14.9 Disclosures with respect to demat suspense account/ unclaimed suspense account.

None of the issued Equity shares of the Company are in the demat suspense account or unclaimed suspense account.

14.10. Details of utilization of funds raised through preferential allotment or qualified institutions placementas specified under Regulation 32 (7A).

Not Applicable

14.11. Certificate from a company secretary in practice that none of the directors on the Board of the companyhave been debarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority.

In terms of Schedule V of the Listing Regulations, the Practicing Company Secretary’s Certificate stating the Directorson the Board of the Company have not been debarred or disqualified from being appointed or continuing as directorsof companies by the Board/Ministry of Corporate Affairs or any such statutory authority, forms part of the AnnualReport.

NPR FINANCE LIMITED


14.12. Acceptance of recommendations of the Committees of the Board.

During the financial year under review, the Board has accepted all the recommendations of the Committees of theBoard.

15. Code of Conduct on Prevention of Insider Trading.

The Company had laid down a Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation, pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been modified interms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.This Code has been disclosed on the website of the Company via the link:

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

Further, various policies have also revised / formulated in terms of the aforementioned revised regulations.

16. CEO/CFO Certification.

In terms of Regulation 17(8) of the Listing Regulations, the Certificate from the Managing Director and the ChiefFinancial Officer (CFO) was obtained and placed before the Board.

17. Practising Company Secretary’s Compliance Certificate on Corporate Governance.

The Practising Company Secretary’s Certificate on Compliance of Conditions of Corporate Governance as provided inChapter IV of the Listing Regulations, forms part of the Directors’ Report.

18. Declaration – Code of Conduct for all Board members and select employees.

The Board has laid down a code of conduct for all Board members. It also suitably incorporates the duties ofIndependent Directors as laid down in the Companies Act, 2013 and is disclosed on the website of the Company.

The Company has a separate Code of Conduct for the senior management of the Company.

In terms of Regulation 26(3) of the Listing Regulations, the Board of Directors and select Employees have affirmedCompliance with the code of conduct and a declaration to this extent has been provided by the Managing Director, Mr.Pawan Kumar Todi (DIN-00590156). The same forms part of the Annual Report.

Place : Kolkata For and on behalf of the Board of DirectorsDated : 29.05.2019 Nandlal Todi

ChairpersonDIN: 00581581

NPR FINANCE LIMITED


CEO & CFO CERTIFICATION

ToThe Board of DirectorsNPR Finance LimitedTodi Mansion, 9th Floor1, Lu-Shun SaraniKolkata – 700 073.

We, Pawan Kumar Todi (DIN-00590156), Managing Director and Ashok Kumar Shah, Chief Financial Officer of the Company,hereby certify that:

A. We have reviewed the financial statements and the cash flow statement for the Financial year ending on 31st March,2019 and to the best of our knowledge and belief, hereby certify that:-

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year endedon 31st March, 2019, which are fraudulent, illegal or violative of the Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosedto the auditors and the Audit Committee, deficiencies in the design or operation of the internal controls, if any, of whichwe are aware and we have taken the required steps to rectify these deficiencies.

D. We have indicated to the auditors and the Audit Committee :

(1) significant changes, if any, in the internal control over financial reporting during the year.

(2) significant changes, if any, in accounting policies during this year and that the same have been disclosed in the notesto the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the managementor an employee having a significant role in the Company’s internal control system over financial reporting.

Place : Kolkata Pawan Kumar Todi Ashok Kumar ShahDate : 29.05.2019 Managing Director Chief Financial Officer (CFO)

DIN 00590156

NPR FINANCE LIMITED


Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Code ofConduct.

This is to confirm that the Company has adopted Code of Conduct for its employees. In addition, the Company has adoptedthe Code of Conduct for the Directors of the Company. Both these Codes are posted on the Company’s website.

I confirm that the Company has in respect of the financial year ended 31st March, 2019, received from the senior managementteam of the Company and the Members of the Board of Directors, a declaration of compliance with the Code of Conduct asapplicable to them.

For the purpose of this declaration, Senior Management Team means the officers/personnel of the Company who aremembers of its core management team excluding Board of Directors and this shall comprise all members of management onelevel below the executive directors, including all functional heads.

Place : Kolkata Pawan Kumar TodiDate : 29.05.2019 Managing Director

DIN-00590156

NPR FINANCE LIMITED


CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,The Members,NPR Finance LimitedTodi Mansion, 9th Floor,1, Lu Shun Sarani.Kolkata- 700 073.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of NPR FinanceLimited having CIN-L65921WB1989PLC047091 and having registered office at Todi Mansion, 9th Floor, 1, Lu Shun Sarani,Kolkata- 700 073, (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuingthis Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & itsofficers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year endingon 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by theSecurities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority:

Sr. No. Name of Director DIN Date of appointment in Company

1 Nandlal Todi 00581581 30/06/2006

2 Pawan Kumar Todi 00590156 01/11/1994

3 Rajendra Kumar Duggar 00403512 28/01/2011

4 Nitin Guha 01107480 27/07/2002

5 Ashok Dhirajlal Kanakia 00738955 14/02/2019

6 Sarika Mehra 06935192 28/07/2014

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the managementof the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither anassurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

Place : Kolkata Niaz AhmedDated : 29.05.2019 Company Secretary in Practice

M. No. F9432C.P.No.5965

NPR FINANCE LIMITED


INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

NPR FINANCE LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of NPR FINANCE LIMITED (“the Company”), which comprise theBalance Sheet as at 31st March 2019, the statement of Profit and Loss, and the Statement of Cash Flows for the year thenended, and notes to the financial statements, including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as “the financial statements”) .

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Companyas at March 31, 2019, its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of financial statements in accordance with the Standards on Auditing (“SAs”) specified undersection 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilitiesfor the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements thatare relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financialstatements of the current period. These matters were addressed in the context of our audit of the financial statements asa whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report:

Sl No Key Audit Matter Auditor’s Response

1. Recovery and Collection

The Company is into the business of Non BankingFinancing activities. In the present economic scenariothe primary risk involved in financing is risk of recoveryand Collection.

We have reviewed the recovery modus of thecompany and found that they are robust in collectingthe bad debts, also. We also had a discussion withthe management and found that adequate precautionhas been taken and that , they have set a prudentupper-limit in financing.

NPR FINANCE LIMITED


Sl No Key Audit Matter Auditor’s Response

2. IT systems and controls

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Company’s annual report, but does not include the financial statements and our auditor’s report thereon. Ouropinion on the financial statements does not cover the other information and we do not express any form of assuranceconclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,consider whether the other information is materially inconsistent with the financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.

Management’s responsibility for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financialperformance (including other comprehensive income), changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a goingconcern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

Financial accounting and reporting processes,especially in the financing activities are fundamentallyreliant on IT systems and IT controls to processsignificant transaction volumes, hence we identifiedIT systems and controls over financial reporting as akey audit matter for the Company.

We tested the operating effectiveness of theCompany’s IT access controls over the informationsystems that are important to financial reporting andvarious interfaces, configuration and other identifiedapplication controls.

NPR FINANCE LIMITED


or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraudis higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures thatare appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However, future events or conditions may cause the Company tocease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of Indiain terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

NPR FINANCE LIMITED


(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books and proper returns adequate for the purposes of our audit have beenreceived from the branches not visited by us.

(c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flows dealt with by this Report arein agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations, received from the directors as on 31st March, 2019 taken on record by theBoard of Directors, none of the Directors are disqualified as on 31st March, 2019 from being appointed as a Directorin terms of section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report, as per notification number G.S.R. 463(E)dated 5th June, 2015 issued by Ministry of Corporate Affairs, section 197(16) of the Act regarding the Managerialremuneration:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Companyto its directors during the current year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements – Refer Note 2.32 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company at the end of the year

For DEOKI BIJAY & COChartered Accountants

Firm’s Registration No. 313105E

D.N AGRAWAL(Partner)

Place: Kolkata Membership No 051157Date: 29th day of May, 2019

NPR FINANCE LIMITED


Annexure A to Independent Auditors’ Report

Referred to Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of evendate

i. In respect of the Company’s fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation offixed assets.

(b) The Company has a programme of physical verification of fixed assets on a yearly basis, which in our opinion isreasonable having regards to the size of the Company and nature of its business. In accordance with thisprogramme, certain fixed assets were physically verified by the management during the year. According to theinformation and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of theCompany the title deeds of immovable properties are held in the name of the Company.

ii. The Company has carried out physical verification of inventory at reasonable intervals. As per the information andexplanations given to us, no material discrepancies were noticed during such verification.

iii. In our opinion and according to the information and explanations given to us, the Company has granted unsecured loansto companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013,in respect of which :

a) In our opinion and according to the information and explanations given to us, the terms and conditions of the grantof such loans are not prejudicial to the Company’s interest.

b) The receipt of Principal amount as well as interest is regular. However, the terms of arrangements do not stipulateany repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is notapplicable to the Company in respect of repayment of the principal amount.

c) Since the loans are repayable on demand, clause 3(iii)(c) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with theprovisions of section 185 and 186 of the Act, with respect to the loans given, investments made, guarantees andsecurities given.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the CompaniesAct, 2013 and any other relevant provisions of the Act and the relevant rules framed there under.

vi. As per the information and explanations given to us, the Central Government has prescribed the maintenance of costrecords under section 148(1) of the Companies Act, 2013 and the same has been made and maintained by the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of records of theCompany, Provident Fund, Employees’ State Insurance, Income Tax, Goods and Services Tax, and any otherstatutory dues have been regularly deposited during the year by the Company with appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of ProvidentFund, Employees’ State Insurance, Income Tax, Goods and Services Tax, and any other statutory dues as applicablewere in arrears as at 31 March, 2019, for a period of more than six months from the date they became payable.

NPR FINANCE LIMITED


(b) According to the information and explanations given to us and on the basis of our examination of the records of theCompany, there is a disputed statutory liability with respect to Income Tax. Refer point no 2.26 of Notes to FinancialStatements.

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repaymentof loans or borrowings to banks and financial institution. The Company did not have any outstanding loans or borrowingsfrom government and the Company has not issued any debentures.

ix. In our opinion and according to the information and explanations given to us, the Company did not raise any money byway of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly,Clause 3(ix) of the Order is not applicable.

x. To the best of our Knowledge and according to the information and explanation given to us, no fraud by the company oron the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, and based on examination of records of theCompany, the managerial remuneration has been provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. According to the information and explanations given to us, in our Opinion the Company is not a nidhi company. Accordingly,Clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company,transactions with the related parties are in compliance with sections 177 and 188 of the Act wherever applicable anddetails of such transactions have been disclosed in the Note No.2.38 of the notes to the financial statements as requiredby the applicable accounting standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company,the Company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company,the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly,paragraph 3(xv) of the Order is not applicable to the Company.

xvi. The Company is a Non- Banking Financial Institution without accepting Public Deposits registered under section 45-IAof the Reserve Bank of India Act, 1934 having valid Certificate of Registration.





NPR FINANCE LIMITED


Annexure B to Independent Auditor’s Report

Referred to Paragraph 2(f) under the heading of “Report on Other Legal and Regulatory Requirements” of our report of evendate

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of NPR FINANCE LIMITED (“the Company”) as of 31March, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as requiredunder the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditingprescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate Internal Financial Controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control over financial reporting includes thosepolicies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company;

NPR FINANCE LIMITED


(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the riskthat the internal financial control over financial reporting may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Company has, in all materialrespects, an adequate internal financial controls system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at 31 March, 2019, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.





NPR FINANCE LIMITED


BALANCE SHEET AS AT 31st MARCH, 2019(Amount in `)

Particulars Note As at As atNo. 31/03/2019 31/03/2018

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Share Capital 2.1 59,966,000 59,966,000(b) Reserves and surplus 2.2 380,559,618 440,525,618 354,315,219 414,281,219

(2) Non-Current Liabilities(a) Long-term borrowings 2.3 3,094,521 4,594,373(b) Deferred tax liabilities (Net) 2.4 13,373,722 14,613,022(c) Other Long term liabilities 2.5 31,500 77,000(d) Long term provisions 2.6 3,458,963 19,958,706 3,505,965 22,790,360

(3) Current Liabilities(a) Short-term borrowings 2.7 35,000,000 36,792,276(b) Trade payables 2.8

(i) Total Outstanding dues of micro - -enterprises and small enterprises; and

(ii) Total Outstanding dues of creditors 1,960,794 2,793,454other than micro enterprises and smallenterprises

(c) Other current liabilities 2.9 4,900,744 3,062,226(d) Short-term provisions 2.6 333,112 42,194,650 190,178 42,838,134

TOTAL 502,678,974 479,909,713II. ASSETS(1) Non-Current Assets

(a) Property Plant & EquipmentsTangible assets 2.10 59,406,996 66,203,262

(b) Non- Current Investments 2.11 3,373,725 3,373,725(c) Long term loans and advances 2.12 30,276,874 33,429,820(d) Other non-current assets 2.13 3,500,000 96,557,595 - 103,006,807

(2) Current Assets(a) Inventories 2.14 1,600,332 118,607(b) Trade receivables 2.15 2,862,792 17,118,016(c) Cash and cash equivalents 2.16 13,567,897 10,362,393(d) Short-term loans and advances 2.12 379,576,212 341,119,952(e) Other current assets 2.17 8,514,146 406,121,379 8,183,938 376,902,906

TOTAL 502,678,974 479,909,713Significant Accounting Policies & 1 & 2Notes on Financial StatementsThe Notes are an integral part of the financial statements

As per our report of even dateFor Deoki Bijay & Co. PAWAN KUMAR TODI NANDLAL TODIChartered Accountants Managing Director DirectorRegistration No : 313105E DIN :- 00590156 DIN :- 00581581D. N. Agrawal RIMPA ROY ASHOK KUMAR SHAHPartner Company Secretary Chief Financial OfficerMembership No . 051157Dated : 29th Day of May 2019

NPR FINANCE LIMITED


PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH, 2019(Amount in `)

Particulars Note For the year For the yearNo. ended ended

31/03/2019 31/03/2018

I. Revenue from operations 2.18 366,059,794 357,341,339II. Other Income 2.19 1,990,681 343,751III. Total Revenue (I + II) 368,050,475 357,685,090IV. EXPENSES

Purchases of Stock -in-Trade 2.20 293,267,476 289,562,747Changes in inventories of finished goods,work-in-progress and stock-in-trade 2.21 (178,265) 3,301,365Employee benefit expense 2.22 16,316,757 16,433,039Finance costs 2.23 6,687,095 6,644,613Depreciation and Amortisation Expense 2.24 6,765,223 6,459,847Other expenses 2.25 14,222,835 23,587,343Contingent Provision for Standard Assets - 100,000Total Expenses 337,081,121 346,088,954

V. Profit before exceptional and extraordinary items and tax (III -IV ) 30,969,354 11,596,136VI. Exceptional Items - -VII. Profit before extraordinary items and tax (V-VI) 30,969,354 11,596,136VIII. Extraordinary Items - -IX. Profit before tax (VII-VIII) 30,969,354 11,596,136X. Tax expense:

(1) Current Tax 6,375,599 2,364,319(2) MAT credit entitlement (411,344) (1,299,309)(3) Deferred Tax Charge/(Credit) (1,239,300) (4,383,900)

4,724,955 (3,318,890)XI. Profit (Loss) for the period from continuing operations (IX-X) 26,244,399 14,915,026XII. Earning Per Equity Share of ` 10/- each (In Rupees)

(1) Basic 2.30 4.38 2.49(2) Diluted 4.38 2.49

Significant Accounting Policies & 1 & 2Notes on Financial StatementsThe Notes are an integral part of the financial statements

As per our report of even date

For Deoki Bijay & Co. PAWAN KUMAR TODI NANDLAL TODIChartered Accountants Managing Director DirectorRegistration No : 313105E DIN :- 00590156 DIN :- 00581581D. N. Agrawal RIMPA ROY ASHOK KUMAR SHAHPartner Company Secretary Chief Financial OfficerMembership No . 051157Dated : 29th Day of May 2019

NPR FINANCE LIMITED


SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

1.1. Accounting Convention:

The Company prepares its financial statements in accordance with Generally Accepted Accounting Principles (GAAP)under historical cost convention on accrual basis and also in accordance with requirements of the Companies Act,2013 and the Rules made there under and guidelines issued by the Securities and Exchange Board of India. It followsthe directions prescribed by Reserve Bank of India for Non-Banking Financial Companies and as per the applicableaccounting standards issued by the Institute of Chartered Accountants of India (ICAI).

1.2. Fixed Assets:

Fixed Assets are stated at historical cost less accumulated depreciation and impairments, if any. Direct costs arecapitalized until fixed assets are ready for use.

1.3. Depreciation:

The company has applied the estimated useful lives as specified in Schedule II of The Companies Act, 2013. Accordinglythe unamortised carrying value is being depreciated / amortised over the revised/remaining useful lives as providedin Schedule II. Further, the assets costing below ` 5000 is treated as revenue expenditure.

1.4. Non Current investment:

Long-term investments are usually carried at cost. However, when there is a decline, other than temporary, in thevalue of a long term investment, the carrying amount is reduced to recognize the decline.

1.5. Current Assets:

i. Stock of shares & securities are stated at cost or net realizable value whichever is lower.

ii. Valuation of repossessed assets:

Assets when repossessed are treated as Stock of Vehicles repossessed. Such stock is revalued as on year end andare stated at cost or net realizable value whichever is lower, and the difference between such valuation and the bookvalue of the asset is written-off.

1.6. Revenue Recognition:

i. Income from financing transactions is accounted for on the basis of Internal Rate of Return method.

ii. All other income are accounted for on accrual basis.

1.7. Foreign Currency Transactions:

i. Foreign Exchange Transactions in respect of purchase and sale of Travellers’ Cheques & Card and Currenciesare recorded at the exchange rate prevailing at the time of transaction.

ii. Closing Stock of Foreign Currencies and Travellers’ Cheques & cards are valued at cost price or realizablevalue, whichever is lower.

1.8. Retirement Benefits:

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, a defined benefit retirementplan (‘the Gratuity Plan’) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vestedemployees at retirement, death, incapacitation or termination of employment, of an amount based on the respectiveemployee’s salary and the tenure of employment with the Company. Liabilities with regard to the Gratuity Plan aredetermined by actuarial valuation at each Balance Sheet date using the projected unit credit method. The employees’gratuity fund scheme is managed by Life Insurance Corporation of India.

NPR FINANCE LIMITED


1.9. Non-Performing Assets:

Identification of Non-Performing Assets (NPAs) has been done as per the guidelines of Master Direction- Non BankingFinancial Company –Non –Systemically Important Non- Deposit taking Company (Reserve Bank) Directions, 2016prescribed by the Reserve Bank of India. The company is following the policy of writing off the NPAs in its books ofaccounts every year instead of making provisions as per the guidelines.

1.10. Provisions & Contingent Liabilities:

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that can beestimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.Provisions are determined by the best estimate of the outflow of economic benefits required to settle the obligation atthe reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosurefor a contingent liability is also made when there is a possible obligation or a present obligation that may, but probablywill not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect ofwhich the likelihood of outflow of resources is remote, no provision or disclosure is made.

Ministry of Corporate Affairs portal reveals prosecution proceedings being initiated against the Company on the basisof Complaint filed by Ministry of Corporate Affairs (MCA). However, as explained by the Management, the Companydid not receive any show cause notice or prosecution notice, or copy of complaint filed with Ld. Court, or any otherdocuments pertaining to the prosecution. However, Company on its own has initiated steps for compoundingproceedings.

1.11. Income Taxes :

Income taxes are accrued in the same period that the related revenue and expenses arise. A provision is made forincome tax, based on the tax liability computed, after considering tax allowances and exemptions. Provisions arerecorded when it is estimated that a liability due to disallowances or other matters is probable.

Minimum alternate tax (MAT) paid in accordance with the tax laws, which gives rise to future economic benefits in theform of tax credit against future income tax liability, is recognized as an asset in the Balance Sheet if there isconvincing evidence that the Company will pay normal tax after the tax holiday period and the resultant asset can bemeasured reliably. The Company offsets, on a year on year basis, the current tax assets and liabilities, where it hasa legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

The differences that result between the profit considered for income taxes and the profit as per the financialstatements are identified, and there after a deferred tax asset or deferred tax liability is recorded for timing differences,namely the differences that originate in one accounting period and reverse in another, based on the tax effect of theaggregate amount of timing difference. The tax effect is calculated on the accumulated timing differences at the endof an accounting period based on enacted or substantively enacted regulations. Deferred tax assets in situationwhere unabsorbed depreciation and carry forward business loss exists, are recognized only if there is virtualcertainty supported by convincing evidence that sufficient future taxable income will be available against which suchdeferred tax asset can be realized. Deferred tax assets, other than in situation of unabsorbed depreciation and carryforward business loss, are recognized only if there is reasonable certainty that they will be realized. Deferred taxassets are reviewed for the appropriateness of the irrespective carrying values at each reporting date. Deferred taxassets and deferred tax liabilities have been offset wherever the Company has a legally enforceable right to set offcurrent tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relateto income taxes levied by the same taxation authority. The income tax provision for the interim period is made basedon the best estimate of the annual average tax rate expected to be applicable for the full financial year.

NPR FINANCE LIMITED


2. NOTES TO THE FIANANCIAL STATEMENTS

2.26 (a) Contingent Liabilities:

i. Bank Guarantee issued by bank on behalf of the Company is ` 6.67 Lakhs (P.Y ` 1.67 Lakhs). Bank Guaranteehas been obtained by pledging Fixed Deposit of ` 6.90 Lakhs.

ii. Suit Filed against the Company by customers under hypothecation contract pending are 6 in nos. amounting to` 5.72 Lakhs (P.Y ` 7.27 lakhs). However in some cases the amounts are indeterminate and hence are notmentioned.

iii. There are five Complaints filed against the Company by Ex-Employees in labour /Civil Court which are pendingfor disposal out of which in one case amount is indeterminate and in rest of the four cases, amount is ` 7.38Lakhs (P.Y. ` 4.12 lakhs).

iv. With respect to Income Tax there is a disputed demand of ` 2,990/- in respect of Assessment Year 2014-15 forwhich management has filed appeal before the CIT(A) on 19.01.2017 & the same has been disposed off videAppeal Order dated 17/05/2019 in favour of the Company. The effect of Appeal is pending to be given by IT.

v. With respect to complain filed in lower court by MCA for prosecution proceedings initiated against the Company,the amount is not ascertainable.

vi. With respect to income tax, demand amounting to ` 39.06 lakhs (P.Y. ` 36.29 lakhs) has been shown in theIncome Tax Site. As per the management, these are fictitious demand which needs to be cancelled /rectified bythe Income Tax Department and in respect of which corrective response has been submitted by the Companyin the Income Tax Site.

(b) Commitments:

The Estimated amount of Contracts remaining to be executed on capital account and not provided for is – NIL.

2.27 INCOME TAX:

The net deferred tax liability of ` 133.74 lakhs as on 31.03.2019 (P.Y ` 146.13 lakhs), component of which is liabilityarising out of timing difference on account of depreciation on fixed assets between Companies Act, 2013 and IncomeTax Act, 1961 has been recognized in the accounts

2.28 MANAGERIAL REMUNERATION : Payment made to Key Managerial Personnels:

Pawan Kumar Todi Ashok Shah Sarika Mehra(Managing Director) (Chief Financial Officer) (Executive Director & CS)

Particulars C.Y.( `) P.Y.( `) C.Y.( `) P.Y.( `) C.Y.( `) P.Y.( `)Salary 30,00,000 26,80,000 9,91,320 8,17,800 12,48,360 11,04,360

Employers Contribution to PF - - 27,360 25,920 33,110 33,120

Medical-Reimbursement 15,656 14,848 - 1,02,000 - 1,44,000

Insurance Premium 93,063 64,410 57,922 44,717 52,742 35,596

Total 31,08,719 27,59,258 10,76,602 9,90,437 13,34,212 13,17,076

Apart from above, Company has made provision for Gratuity/Bonus/Leave Encashment.

NPR FINANCE LIMITED


2.29 SEGMENT REPORTING:

Primary Segment: Business Segment:

The Company’s business is organized around four business segments namely, Financial, Money Changing,Wind Power Generation and Real Estate. Financial activities consist of granting of loan covered by HypothecationAgreements, Unsecured personal loan, Inter Corporate Deposits and Shares & Securities. Accordingly, theCompany has provided primary segment information for these four segments as per Accounting Standard 17 onSegment Reporting issued by ICAI.

There is no inter-segment transfer.

All the common income, expenses, assets and liabilities which are not possible to be allocated to differentsegments are treated as un-allocable items.

2.30 EARNING PER SHARECalculation of weighted Average Number of Equity Shares of ` 10/- each.

Particulars 31.03.2019 31.03.2018 31.03.2017Number of shares outstanding at the beginning of the year(excluding shares forfeited) 59,89,600 59,89,600 59,89,600Shares issued during the year -- -- --Number of shares outstanding at the end of the year 59,89,600 59,89,600 59,89,600Net profit after tax available for equity shares (`) 2,62,44,399 1,49,15,026 2,93,86,786Basic and diluted earning per share (`) 4.38 2.49 4.91

2.31 Depreciation

Depreciation on Fixed Assets is provided on the Straight line Method over the useful life of assets as prescribed underPart C of Schedule II of the Companies Act, 2013. Depreciation for assets purchased/sold during a period isproportionately charged.

2.32 Suit filed by the Company

During the year and in earlier years, Company had filed cases against the customers to whom loans were given underthe Hypothecation Contract. Total number of cases pending is 3167 & the amount involved is approximately ` 4141.56lacs. Book value of entire such Loan has been written off in earlier years and the money realized against such casesis shown as income in the profit & loss account. Besides Company has filed one Civil Suit against Ex Employee formisappropriation of Cash amounting to ` 0.74 lacs.

2.33 Information relating to Micro and Small Enterprises (MSEs):

(I) The principal amount and interest due thereon remaining unpaid to any supplier as at the end of theaccounting yearPrincipalInterest

(II) The amount of interest paid by the buyer in terms of Section 16 to the Micro, Small and Medium EnterpriseDevelopment Act, 2006 along with the amounts of the payment made to the supplier beyond the appointedday during the accounting yearPrincipalInterest

(III) The amount of interest due & payable for the period of delay in making payment but without adding theinterest specified under the Micro, Small and Medium Enterprise Development Act, 2006

--------

--------

----

NPR FINANCE LIMITED


(IV) The amount of interest accrued and remaining unpaid at the end of accounting year

(V) The amount of further interest remaining due & payable even in the succeeding years, until such date whenthe interest due above are actually paid to the Small Enterprise, for the purpose of disallowance of adeductible expenditure under Section 23 of the Micro, Small and Medium Enterprise Development Act, 2006.

The above particulars, as applicable, have been given in respect of MSEs. No party could be identified on the basis ofinformation available with the Company.

2.34 As required by Accounting Standard (AS-28) on ‘Impairment of Assets’ issued by the Institute of CharteredAccountants of India, in the opinion of the management, the net realizable value of fixed assets is in excess of thewritten down value and there is no significant impairment loss in the value of fixed assets appearing in this BalanceSheet requiring appropriation/adjustment in the Accounts.

2.35 Gratuity Plan

The following table set out the status of the Gratuity Plan as required under AS 15.

Reconciliation of opening and closing balances of the present value of the defined benefit obligation and Plan assets:

` in lakhsAs at March 31

Particulars 2019 2018

Obligations at year beginning 37.56 24.87

Transfer of obligation - -

Service cost 1.15 1.16

Interest cost 2.83 1.77

Actuarial (gain)/ loss (0.63) 13.91

Benefits paid (1.67) (4.15)

Amendment in benefit plans - -

Obligations at the year end (A) 39.24 37.56

Less:- Fair Value of Plan Assets (B) 16.70 14.51

Net Assets /(Liabilities) (B-A) (22.54) (23.05)


Change in plan assets 2019 2018

Plan assets at the year beginning, at fair value 14.51 16.13

Expected return on plan assets 1.12 1.25

Actuarial gain/(Loss) (0.11) (0.18)

Contributions 2.84 1.46


Plan assets at the year end at fair value 16.70 14.51

----

----

NPR FINANCE LIMITED


Reconciliation of present value of the obligation and the fair value of the plan assets:



Fair Value of Plan assets at the end of the year 16.70 14.51

Present value of defined benefit obligation 39.24 37.56

Liability recognized in the balance sheet 22.54 23.05

AssumptionsInterest rate (per annum) 7.70% 7.75%

Estimated rate of return on plan assets (per annum) 7.70% 7.75%

Weighted expected rate of salary increase (per annum) 6.00% 6.00%

Expected Average remaining working lives of employees (years) 18.39 13.90

Withdrawal Rates: Varying between 8% p.a and 1% p.adepending on duration and age of theemployees.

Net gratuity cost for the year ended March 31, 2019 and March 31, 2018 comprises of the following components:



Gratuity Cost for the YearService cost 1.15 1.16


Expected return on plan assets (1.12) (1.25)

Actuarial (gain)/loss (0.53) 14.09

Plan amendment amortization - -

Net gratuity cost 2.33 15.77

In the actuarial valuation report of gratuity, expense recognized in Profit & Loss account has been shown at ` 2.33 lakhs,which is after adjusting net Actuarial (Gain) of ` .52 lakhs by the Group Gratuity Cash accumulation plan fund for theFinancial Year ended 31.03.2019 as reported by LIC. The amount of ` 2.33 lakhs has been provided and accordingly has beenconsidered in Employee Benefit Expenses.

NPR FINANCE LIMITED


2.36 Leave Encashment Plan

The following table set out the status of the Leave Encashment Plan as required under AS 15.Reconciliation of opening and closing balances of the present value of the defined benefit obligation and Plan assets:



Obligations at the year beginning 2.92 4.22

Transfer of obligation - -



Actuarial (gain)/ loss (0.26) (2.71)


Amendment in benefit plans - -

Obligations at the year end 4.39 2.92

Defined benefit obligation liability as at the balance sheet date is not funded by the Company.


Change in plan assets 2019 2018

Plan assets at year beginning, at fair value - -

Expected return on plan assets - -

Actuarial gain - -

Contributions 0.76 0.87


Plan assets at year end, at fair value - -

Reconciliation of present value of the obligation and the fair value of the plan assets:



Fair Value of Plan assets at the end of the year - -

Present value of defined benefit obligation 4.39 2.92

Liability recognized in the balance sheet 4.39 2.92

Assumptions

Interest rate (per annum) 7.70% 7.75%

Estimated rate of return on plan assets (per annum) 0.00% 0.00%

Weighted expected rate of salary increase (per annum) 6.00% 6.00%

Expected Average remaining working lives of employees (years) 18.02 12.62

Withdrawal Rates Varying between 8% p.a and 1% p.adepending on duration and age of theemployees.

NPR FINANCE LIMITED


Net leave encashment cost for the year ended March 31, 2019 and March 31, 2018 comprises of the followingcomponents:



Leave Encashment cost for the year



Expected return on plan assets - -

Actuarial (gain)/loss (0.27) (2.71)

Plan amendment amortization - -

Net Leave Encashment cost 2.22 (0.43)

Actual return on plan assets - -

2.37 Contingent Provision Against Standard Asset

As per Notification No. DNBS.222/ CGM(US)-2011 dated January 17, 2011 issued by Reserve Bank of India , NBFCs arerequired to make general provision @ 0.25% of the outstanding standard asset . Accordingly the company had createdContingent Provision against Standard Assets and balance as on 31/03/2019 is Rs. 11 lakhs (Previous Year 11 Lakhs).

NPR FINANCE LIMITED


2.38 RELATED PARTY TRANSACTIONS DISCLOSUREEnterprises where Key Managerial Person and/or their relatives exercise significant influence1 GNB Motors Private Limited2 Mountview Tracom LLP3 Rani Leasings & Finance Private Limited4 TP Farms Private Limited5 Viewlink Highrise LLP (formerly Viewlink

Highrise Private Limited)6 Ganesh Narayan Brijlal Private Limited7 Zee ABC Agro Industries Private Limited8 Tamal Stationers Pvt. Ltd.9 Global Developers Private Limited10 Bengal NPR Housing Development Limited11 GNB Investment Pvt Ltd12 Regent Enclave Private Limited13 Lime light Holdings Pvt Ltd14 E I Investments Pvt Ltd15 Frontline Global Services Private Limited16 Dream Properties Private Limited17 Ace Impex Pvt Ltd18 East End Finance Private Limited19 Krishnav Construction Private Limited20 NPR Developers Private Limited21 NPR Motors Private Limited22 Rishi Motors Pvt Ltd23 Silva Computech Pvt Ltd24 Shristi Developers Private Limited25 PTVM Logistics LLP26 Matra Studios LLP27 Priyashi Construction Private Limited28 Raninagar Paper & Board Private Limited29 New Age Enclave Private Limited30 Bananaquit Builders Private Limited31 Baxter Conclave Private Limited32 Oval Promoters LLP33 Serene Enclave LLP34 Star wire (India) Vidyut Private Limited35 Badu Road Developers LLP36 Aakash Libra Lights LLP (formerly Aakash

Libra Lights Pvt Ltd)37 Akash Libra Pvt Ltd.38 Akshay Vinimay LLP (formerly, Akshay

Vinimay Private Limited)39 Alisa Vinimay Pvt Ltd40 Capricon Towers Private Limited41 Elgin Impex Pvt Ltd42 Joolz Creations Private Limited43 Krishi Realty Private Limited44 Maximum Enclave Private Limited45 Mirage Goods Private Limited46 Sheersh Enclave Private Limited (formerly,

Rose Velly Enclave Private Limited)47 Seven Eighty One Anandapur Maintenance

Service Private Limited

48 Startrade Goods P Ltd49 Sustaindia Technocrats Private Limited (formerly

Sustaindia Developers Private Limited & SustaindiaEnergy Private Limited)

50 Three Ha Industries Private Limited51 UVM Finance Pvt Ltd52 Hazra Exotica LLP53 Adya Kutir Private Limited54 Raving View Highrise LLP55 Anuttam Enclave Private Limited56 Anaaya Abeer Realty LLP57 Bergamot Conbuild LLP (formerly, Bergamot Conbuild

Private Limited)58 Foxglove Conclave LLP (formerly Foxglove Conclave

Private Limited)59 Mimosa Properties LLP (formerly, Mimosa Properties

Private Limited)60 Nilabhuja Properties LLP (formerly, Nilabhuja Properties

Private Limited)61 Pumpkin Properties LLP (formerly, Pumpkin Properties

Private Limited)62 Tamopaha Builcon LLP (formerly, Tamopaha Builcon

Private Limited)63 Tanagers Developer Private Limited64 Yogadhipa Promoter LLP (formerly, Yogadhipa Promoter

Private Limited)65 Selfie Films LLP66 R S Enterprises

Related Parties

1 Nandlal Todi2 Renu Todi3 Varun Todi4 Rishi Todi5 Shanti Devi Todi6 Priya Manjari Todi7 Chetan Todi8 Karan Todi9 Nandlal Pawan Kumar Todi HUF10 Pawan Kumar Todi HUF11 Pawan Kumar Raj Kumar Todi HUF12 Pawan Kumar NandLal Todi HUF13 Nandlal Raj Kumar Todi HUF14 Neha Todi

Key Managerial Personnel

1 Pawan Kumar Todi, Managing Director2 Sarika Mehra ,Executive Director (formerly,Executive

Director & Company Secretary-upto 31.03.2019)3 Ashok kumar Shah ,Chief Financial Officer

NPR FINANCE LIMITED


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NPR FINANCE LIMITED


NOTES TO THE FINANCIAL STATEMENTS (Amount in `)

Particulars As on 31/03/2019 As on 31/03/2018

2.1. SHARE CAPITAL

Authorised

70,00,000 Equity Share of ` 10 each 70,000,000 70,000,000

( Previous Year 70,00,000 Equity Shares of ` 10 each ) 70,000,000 70,000,000

Issued & Subscribed

59,89,600 Equity Share of ` 10 each fully paid up 59,896,000 59,896,000

( Previous Year 59,89,600 Equity Shares of ` 10 each fully paid up) 59,896,000 59,896,000

Fully Paid up

59,89,600 Equity Share of ` 10 each fully paid up

( Previous Year 59,89,600 Equity Shares of ` 10 each fully paid up) 59,896,000 59,896,000

Add : Equity Share Forfeited (paid up) 70,000 70,000

59,966,000 59,966,000

a) There has been no change/ movements in number of shares outstanding at the beginning and at the end of thereporting period.

b) The company has only one class of issued shares i.e Ordinary Shares having par value of ` 10/- per share. Eachholder of Ordinary Shares is entitled to One vote per share and equal right for dividend. The dividend proposed by theBoard of Directors is subject to the approval of shareholders in ensuing Annual General Meeting, except in case ofinterim dividend. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of theCompany after payment of all preferential amounts, in proportion to their Shareholding.

c) The Company does not have any Holding Company/ ultimate Holding Company .

d) Details of Shareholders holding more than 5% Shares in the Company.

Ordinary Shares of ` 10/- each fully paid

As on 31/03/2019 As on 31/03/2018

No. of % of No. of % ofShares Shareholding Shares Shareholding

Pawan Kumar Todi 794210 13.26 794210 13.26

E.I Investment Pvt. Ltd. 659360 11.01 659360 11.01

Nand Lal Todi 340888 5.69 340888 5.69

Silva Computech Pvt. Ltd. 335800 5.61 335800 5.61

Tamal Stationers Pvt. Ltd. 319000 5.33 319000 5.33

Priya Manjari Todi 357470 5.97 357470 5.97

e) No Ordinary Shares have been reserved for issue under option and contracts/ commitments for the sale of shares/disinvestment as at the balance sheet date.

f ) No Shares has been alloted or bought back by the company during the period of 5 years preceeding the date at whichthe balance sheet is prepared.

g) No Securities convertible into Equity/ Prefrence Shares issued by the company during the year.

h) No calls are unpaid by any director or officer of the company during the year.

NPR FINANCE LIMITED


(Amount in `)


2.2. RESERVES AND SURPLUS

Securities Premium Reserve

As per last financial Statements A 24,948,000 24,948,000

General Reserve

As per last financial Statements B 37,389,486 37,389,486

Reserve Fund u/s 45IC of RBI Act 1934

As per last financial Statements 75,630,725 72,647,725

(+) Addition during the year 5,249,000 2,983,000

C 80,879,725 75,630,725

Surplus as per Profit & Loss Statement

As per last financial Statements 216,347,008 196,955,488

(+) Profit for the year 26,244,399 14,915,026

D 242,591,407 211,870,514

(-) Appropriations

Income Tax Adjustment of earlier years - (7,405,324)

Fringe Benefit Tax Adjustment of earlier years - (54,170)

Transfer to Statutory Reserve Fund u/s 45IC of RBI Act 1934 5,249,000 2,983,000

E 5,249,000 (4,476,494)

NET SURPLUS (D-E) = F 237,342,407 216,347,008

TOTAL (A+B+C+F) 380,559,618 354,315,219

(Amount in `)

Non - current Current Maturities

Particulars As on As on As on As on31/03/2019 31/03/2018 31/03/2019 31/03/2018

2.3. LONG-TERM BORROWINGS

Secured

Term Loan

From Banks 448,761 985,190 536,429 486,597

From Financial Institutions 2,645,760 3,609,183 963,423 890,585

TOTAL 3,094,521 4,594,373 1,499,852 1,377,182

Amount disclosed under the head “other current liablity” ( Note 2.9) - - 1,499,852 1,377,182

NPR FINANCE LIMITED


Repayment Terms and nature of securities given for Indian Rupee term loans from banks & other financialinstitutions are as follows:

Name of Bank/ Nature of Security Repayment TermsFinancial Institution

ICICI Bank Limited Skoda Car Repayment in 60 monthly instalments of ` 42347/- per month at9.85% rate of interest commencing from 01.11.2015

ICICI Bank Limited Tiagio Car Repayment in 60 monthly instalments of ` 8391/- per month at9.45% rate of interest commencing from 01.01.2017.

Kotak Mahindra Prime Limited Toyota Camry Car Repayment in 60 monthly instalments of ` 60690/- per month at7.90% rate of interest commencing from 01.08.2017.

Kotak Mahindra Prime Limited Tuscon Car Repayment in 60 monthly instalments of ` 40458/- per month at7.90% rate of interest commencing from 01.10.2017.

(Amount in `)


2.4. DEFERRED TAX LIABILITIES (NET)

Difference between written down value of block of assets as per Income 13,373,722 14,613,022Tax Laws and book value of Fixed Assets as per Straight Line Method

TOTAL 13,373,722 14,613,022

(Amount in `)


2.5. OTHER LONG-TERM LIABILITIES

Security deposit 31,500 77,000

TOTAL 31,500 77,000

(Amount in `)

Long-term Short-term

Particulars As on As on As on As on31/03/2019 31/03/2018 31/03/2019 31/03/2018

2.6. PROVISIONS

Provision for Employee Benefits

For Gratuity (Refer Note No. 2.35) 2,253,702 2,304,255 - -

For Leave Encashment (Refer Note No. 2.36) 105,261 101,710 333,112 190,178

Other Provisions

For Contingent Provision Against Standard Asset 1,100,000 1,100,000 - -(Refer Note No 2.37)

TOTAL 3,458,963 3,505,965 333,112 190,178

NPR FINANCE LIMITED


(Amount in `)


2.7. SHORT-TERM BORROWINGS

Unsecured

Inter Corporate deposit 35,000,000 36,792,276

TOTAL 35,000,000 36,792,276

All unsecured loans are repayable on demand.

(Amount in `)


2.8. TRADE PAYABLES

(A) Total Outstanding dues of micro enterprisesand small enterprises; and - -

(B) Total Outstanding dues of creditors other thanmicro enterprises and small enterprises; 1,960,794 2,793,454

TOTAL 1,960,794 2,793,454

(Amount in `)


2.9. OTHER CURRENT LIABILITIES

Current Maturities on Long-term Debt (See Note 2.3) 1,499,852 1,377,182

Other Payables

Advance Insurance Premium 10,690 11,156

Advance Instalments 134,727 375,756

Advance received against sale of office 2,000,000 -

Cheque issued but not presented 34,328 -

Goods & Service tax (Net) 3,003 16,648

Employees’ Provident Fund 80,601 57,753

Employees’ State Insurance 21,819 15,722

Professional Tax 3,950 2,330

Liabilities for expenses 847,979 1,029,345

Tax Deducted at Source 263,795 176,334

TOTAL 4,900,744 3,062,226

For details of micro and small enterprise ( Refer Note No. 2.33)

NPR FINANCE LIMITED


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NPR FINANCE LIMITED


(Amount in `)


2.11. NON CURRENT INVESTMENT

Trade Investment

Investment in Equity Instrument - UnquotedStar Wire (India) Vidyut Pvt. Ltd. (Related party) 7,000,000 7,000,000

Face Value No. of Shares

`100 fully paid up 70,000

(Less) Provision for dimunition in value of Investment (4,934,000) (4,934,000)

A 2,066,000 2,066,000

Ganesh Narayan Brijlal Pvt. Ltd (Related party)

Face Value No. of Shares 1,307,725 1,307,725

`10 fully paid up 1,53,850

(Less) Provision for dimunition in value of Investment - -

B 1,307,725 1,307,725

TOTAL (A+B) 3,373,725 3,373,725

Aggregate Amount of Unquoted Investments 8,307,725 8,307,725

Aggregate Provision for dimunition in value of Investments 4,934,000 4,934,000

(Amount in `)

Particulars Long - Term Short - TermAs on As on As on As on

31/03/2019 31/03/2018 31/03/2019 31/03/20182.12 LOANS AND ADVANCES

Secured Considered GoodGross Installment Receivable 19,583,217 24,731,166 3,666,850 4,882,850(Less): Unearned Interest income (258,427) (885,863) (676,210) (1,318,360)

A 19,324,790 23,845,303 2,990,640 3,564,490Unsecured Considered GoodGross Installment Receivable 5,637,049 614,362 6,338,204 767,808(Less): Unearned Interest income (1,114,596) (102,044) (2,102,936) (267,031)

B 4,522,453 512,318 4,235,268 500,777Advances to Employees - - 308,000 254,309Income Tax , Fringe Benfit Tax (Net) - - 9,459,701 10,810,973Security Deposits 223,260 115,828 - -Inter Corporate Loan Given to related parties(Refer Note No 2.38) - - 308,176,723 308,018,817Inter Corporate Loan Given to non related parties - - 54,405,880 17,768,512Loan given to non related parties - - - 202,074Advance for Properties 6,206,371 8,956,371 - -

C 6,429,631 9,072,199 372,350,304 337,054,685TOTAL (A+B+C) 30,276,874 33,429,820 379,576,212 341,119,952

NPR FINANCE LIMITED


(Amount in `)Particulars As on 31/03/2019 As on 31/03/20182.13 OTHER NON-CURRENT ASSETS

OthersDeposit Account with other banks for more than 1 year 3,500,000 -

TOTAL 3,500,000 -

(Amount in `)Particulars As on 31/03/2019 As on 31/03/20182.14 INVENTORIES

( As valued and certified by the management )Stock-in-trade (in respect of goods acquired for trading)Stock of Shares & Securities 6,809 16,914Stock of Foreign Currency 290,063 101,693OthersStock of vehicle repossessed under hypothecation agreement 1,303,460 -

TOTAL 1,600,332 118,607a) Stock of vehicle repossessed has been valued at book value or realisable value whichever is lower.b) Stock of Shares & Securities & Foreign Currency have been valued on the basis of Cost or Market value whichever is

lower.

(Amount in `)Particulars As on 31/03/2019 As on 31/03/20182.15 TRADE RECEIVABLES

Outstanding for a period exceeding six monthsUnsecured Considered Good 1,699,917 14,086,913

Other DebtsSecured Considered Good 323,356 471,180Unsecured Considered Good 839,519 2,559,923

TOTAL 2,862,792 17,118,016

(Amount in `)Particulars As on 31/03/2019 As on 31/03/20182.16 CASH AND CASH EQUIVALENTS

Balances With BanksOn Current Account 13,279,891 5,171,265On Deposit Account - -Fixed Deposits with original maturity of less than 3 months - 1,000,000Cash in hand and as imprest 98,459 12,653

A 13,378,350 6,183,918Fixed Deposits with original maturity of more than 3 monthsbut less than 12 months B 189,547 4,178,475

TOTAL (A+B) 13,567,897 10,362,393Notes: 1.) The total amount of deposit is ` 36,89,547 (P.Y. ` 51,78,475) of which ` 6,89,547 (P.Y. ` 1,78,475) is pledged as

Bank Guarantee & ` 30,00,000 (P.Y. ` 40,00,000) is pledged against overdraft account.2.) Deposit Account with other banks for more than 1 year has been shown under “Other Non current Assets”

(Refer note no. 2.13)

NPR FINANCE LIMITED


(Amount in `)


2.17. OTHER CURRENT ASSETS

OthersAdvances Insurance 403,778 -

Advances for expenses 508,006 464,899

Advances given in relation to financing activities 7,524,000 7,660,000

Commission Receivable 39,525 8,564

Interest accrued on Fixed Deposit with banks 38,837 50,475

TOTAL 8,514,146 8,183,938

(Amount in `)

Particulars As at 31/03/2019 As at 31/03/2018

2.18. REVENUE FROM OPERATIONSSEGMENT WISE REVENUEFinancing

Income from Financing 7,153,911 4,663,981Recovery from Bad Debts 8,818,299 4,700,976

Foreign Currencies & Travellers’ Cheques & CardsSales of Foreign Currencies & Travellers’ Cheques & Cards 269,095,330 270,061,118Service Charges - Forex 91,576 102,428Commission Income : Forex 310,341 447,413

WindpowerIncome from Generation of Wind Power 18,927,165 16,486,252

Other Operating RevenuesSales : Shares & Securities 25,694,738 24,477,249Provision for dimunition in value of Investment written back - 574,000Interest from bank 294,081 380,921Dividend income 113 -Interest received on Intercorporate deposit & others 35,674,240 30,447,001Recovery from Bad Debts (Loan against Shares) - 50,000,00

TOTAL 366,059,794 357,341,339

(Amount in `)Particulars As at 31/03/2019 As at 31/03/20182.19. OTHER INCOME

Rental Income - 337,050Interest on Security Deposit - 400Profit on Sale of Assets 1,990,681 6,301

TOTAL 1,990,681 343,751

NPR FINANCE LIMITED


(Amount in `)


2.20 Purchase of Stock-in-trade

Purchase of Foriegn Currencies & Travellers’ cheques & cards 267,667,476 268,162,747Purchase of Shares & Securities 25,600,000 21,400,000

TOTAL 293,267,476 289,562,747

(Amount in `)


2.21 CHANGES IN INVENTORIES OF STOCK-IN-TRADE

Inventories at the beginning of the yearStock of Forex 101,693 370,839Stock of Shares & Securities 16,914 3,049,133

A 118,607 3,419,972

Inventories at the end of the yearStock of Forex 290,063 101,693Stock of Shares & Securities 6,809 16,914

B 296,872 118,607

(Increase)/Decrease in Stocks (A-B) (178,265) 3,301,365

(Amount in `)


2.22. EMPLOYEE BENEFITS EXPENSES

Salaries, Wages,Bonus & allowancesDirectors 4,237,522 3,943,208Employees 10,468,412 9,830,878

A 14,705,934 13,774,086

GratuityDirectors 22,157 1,104,127Employees 234,924 472,731

B 257,081 1,576,858

Contribution to Provident Fund & other FundsDirectors 33,110 33,120Employees 484,958 486,094

C 518,068 519,214

Staff Welfare ExpensesDirectors 145,805 100,006Employees 689,869 462,875

D 835,674 562,881

TOTAL (A+B+C+D) 16,316,757 16,433,039

NPR FINANCE LIMITED


(Amount in `)


2.23 FINANCE COSTS

Interest Expense on Term Loans 6,005,451 5,990,555Brokerage on Intercorporate Deposits 541,000 511,811Interest Expense on Overdrafts & other Borrowings 140,644 142,247

TOTAL 6,687,095 6,644,613

(Amount in `)


2.24 DEPRECIATION AND AMORTISATION EXPENSES / IMPAIRMENT LOSS

Depreciation on tangible assets 6,632,633 6,450,280Impairement on tangible assets 132,590 9,567

TOTAL 6,765,223 6,459,847

(Amount in `)


2.25. OTHER EXPENSES

Rent 135,660 210,805Rates & Taxes 226,824 419,043Repair & Maintenance

- Building 54,951 122,166- Plant & machinery 2,934,276 2,927,781- Others 526,228 397,497

Insurance 115,082 134,582Advertisement, Publicity & sales Promotion 44,076 128,242Travelling and Other Incidental Expenses 1,700,691 1,678,166Vehicle Running & Maintenance 1,272,550 1,012,507Printing & Stationary 511,162 483,357Communication Expenses 621,803 887,765Auditor’s remuneration - For Statutory Audit 69,620 52,460

- For Tax Audit 21,800 18,800- For Other Services 11,080 20,165

Legal, Professional & Consultancy Charges 2,469,078 5,254,751Power and Fuel 187,968 141,862Vehicle Repossession & Incidental Expenses 4,500 68,000Directors’ sitting Fees 220,504 226,915Miscellaneous Expenses 823,336 950,354Training Expense 151,311 -Discounts & Claims to Customer and Other Selling Expenses - 6,005Commission/Brokerage 30,794 30,204Loss/(Gain) on Sale/disposal of fixed Assets 20,358 101,479Application , Registration & admin Expenses-Wind Turbines 632,450 -Bad debts & Writeoffs 1,436,733 8,314,437

TOTAL 14,222,835 23,587,343

NPR FINANCE LIMITED


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NPR FINANCE LIMITED


2.39(ii) Particulars in respect of Purchase , Sales & Closing Stock of FFMC Operations :

A. CURRENCY NOTES

Opening Balance Purchases for the Sales for the Closing StockCurrency Title as on 01/04/2018 F.Y 2018-19 F.Y 2018-19 as on 31/03/19

Qnty Value( `) Qnty Value( `) Qnty Value( `) Qnty Value( `)

AUSTRALIAN DOLLAR - - 27,200 1,383,271 27,200 1,391,148 - -CANADIAN DOLLAR - - 27,770 1,463,532 27,770 1,471,502 - -CHINEESE YINHANG - - 93,925 979,361 93,925 998,637 - -EURO - - 267,565 21,807,781 267,565 21,924,496 - -GREAT BRITAIN POUND - - 60,555 5,571,995 60,555 5,597,502 - -HONGKONG DOLLAR - - 29,850 269,517 29,850 276,339 - -INDONESIAN RUPIAH - - 20,500,000 103,900 20,500,000 109,000 - -JAPANESE YEN - - 286,000 175,615 286,000 177,822 - -MALAYSIAN RINGGIT - - 19,800 345,574 19,800 349,661 - -NEW ZEALAND DOLLAR - - 11,520 554,139 11,520 557,619 - -QATAR RIAL - - 2,000 40,800 2,000 41,500 - -SINGAPORE DOLLAR - - 85,470 4,411,805 84,470 4,393,841 1,000 51,150SWISS FRANK - - 40 2,750 40 2,760 - -THAIBHAT - - 5,044,280 11,100,800 5,044,280 11,233,712 - -UAE DIRHAM - - 148,955 2,866,577 148,955 2,901,254 - -US DOLLAR 1,566 101,693 794,240 55,500,591 792,356 55,723,298 3,450 238,913

Total: 1,566 101,693 27,399,170 106,578,008 27,396,286 107,150,091 4,450 290,063

B. TRAVELLERS CHEQUES & CARDS (PURCHASED FROM PUBLIC)

Opening Balance Purchases for the Surrender for the Closing StockCurrency Title as on 01/04/2018 F.Y 2018-19 F.Y 2018-19 as on 31/03/19


AUSTRALIAN DOLLAR - - 3,766 186,616 3,766 187,496 - -CANADIAN DOLLAR - - 20,468 1,056,845 20,468 1,062,407 - -DENMARK KRONER - - 15,000 156,137 15,000 156,887 - -EURO - - 92,811 7,446,312 92,811 7,473,243 - -GREAT BRITAIN POUND - - 32,726 2,965,327 32,726 2,972,948 - -HONGKONG DOLLAR - - 2,000 18,400 2,000 18,786 - -JAPANESE YEN - - 846,743 515,833 846,743 517,016 - -NEW ZEALAND DOLLAR - - 5,094 241,877 5,094 243,520 - -SINGAPORE DOLLAR - - 42,475 2,164,024 42,475 2,175,390 - -SOUTH AFRICAN RAND - - 45,534 228,477 45,534 232,612 - -SWEDISH KRONER - - 20,000 148,175 20,000 149,175 - -SWISS FRANK - - 10,512 734,570 10,512 737,441 - -THAIBHAT - - 1,109,249 2,392,634 1,109,249 2,413,020 - -UAE DIRHAM - - 30,129 560,364 30,129 566,199 - -US DOLLAR 135,723 9,442,417 135,723 9,474,659 - -

Total: - - 2,412,230 28,258,008 2,412,230 28,380,799 - -

NPR FINANCE LIMITED


C. TRAVELLERS CHEQUES & CARDS (REMITTANCE & SALES)

Opening Unremitted Remittance for the Sales for the ClosingCurrency Title Balance as on F.Y 2018-19 F.Y 2018-19 Unremmited

01/04/2018 as on 31/03/19


AUSTRALIAN DOLLAR - - 77,334 3,936,923 77,334 3,958,868 - -CANADIAN DOLLAR - - 70,100 3,738,262 70,100 3,760,033 - -DENMARK KRONER - - 15,000 159,788 15,000 161,250 - -EURO - - 479,048 38,810,735 479,048 38,974,259 - -GREAT BRITAIN POUND - - 231,558 21,146,857 231,558 21,242,936 - -HONGKONG DOLLAR - - 26,300 237,120 26,300 242,520 - -JAPANESE YEN - - 2,034,000 1,243,779 2,034,000 1,268,430 - -NEW ZEALAND DOLLAR - - 21,050 1,011,085 21,050 1,017,133 - -SINGAPORE DOLLAR - - 215,187 11,159,440 215,187 11,232,429 - -SOUTH AFRICAN RAND - - 10,000 56,050 10,000 57,000 - -SWEDISH KRONER - - 20,000 156,340 20,000 158,200 - -SWISS FRANK - - 29,200 2,043,474 29,200 2,051,380 - -THAIBHAT - - 4,036,720 8,906,282 4,036,720 9,013,453 - -UAE DIRHAM - - 110,028 2,109,768 110,028 2,135,027 - -US DOLLAR - - 548,193 38,115,557 548,193 38,291,522 - -

Total: - - 7,923,718 132,831,460 7,923,718 133,564,440 - -

NPR FINANCE LIMITED


2.39(iii) Particulars in respect of Purchase , Sales & Closing Stock of FFMC Operations :

A. CURRENCY NOTES

Opening Balance Purchases for the Sales for the Closing StockCurrency Title as on 01/04/2017 F.Y 2017-18 F.Y 2017-18 as on 31/03/18


AUSTRALIAN DOLLAR - - 64,865 3,220,071 64,865 3,240,642 - -CANADIAN DOLLAR - - 3,500 184,650 3,500 186,125 - -CHINEESE YINHANG 6,000 54,000 155,557 1,496,443 161,557 1,579,597 - -EURO - - 184,915 13,993,236 184,915 14,066,523 - -GREAT BRITAIN POUND - - 48,405 4,126,641 48,405 4,147,866 - -HONGKONG DOLLAR - - 13,420 112,783 13,420 116,159 - -JAPANESE YEN - - - - - - - -MALAYSIAN RINGGIT - - 29,249 466,655 29,249 475,492 - -NEW ZEALAND DOLLAR - - 10,905 501,810 10,905 505,773 - -QATAR RIAL - - 5,000 89,800 5,000 91,000 - -SINGAPORE DOLLAR - - 48,793 2,336,941 48,793 2,354,183 - -SOUTH AFRICAN RAND 10 47 20,000 101,000 20,010 106,050 - -SWISS FRANK - - 11,420 766,615 11,420 770,955 - -THAIBHAT - - 4,197,234 8,259,098 4,197,234 8,358,147 - -UAE DIRHAM - - 187,215 3,314,772 187,215 3,353,342 - -US DOLLAR 4,885 316,792 1,008,185 65,180,027 1,011,504 65,748,861 1,566 101,693

Total 10,895 370,839 5,988,663 104,150,542 5,997,992 105,100,715 1,566 101,693

B. TRAVELLERS CHEQUES & CARDS (PURCHASED FROM PUBLIC)

Opening Balance Purchases for the Surrender for the Closing StockCurrency Title as on 01/04/2017 F.Y 2017-18 F.Y 2017-18 as on 31/03/18


AUSTRALIAN DOLLAR - - 6,647 328,677 6,647 330,519 - -EURO - - 79,843 5,971,845 79,843 5,994,394 - -GREAT BRITAIN POUND - - 53,247 4,477,460 53,247 4,492,419 - -HONGKONG DOLLAR - - 21,797 177,377 21,797 178,895 - -JAPANESE YEN - - 1,064,270 599,266 1,064,270 606,689 - -NEW ZEALAND DOLLAR - - 6,466 301,961 6,466 303,454 - -SINGAPORE DOLLAR - - 24,231 1,136,101 24,231 1,142,486 - -SOUTH AFRICAN RAND - - 137,081 660,053 137,081 667,916 - -SWISS FRANK - - 16,627 1,104,058 16,627 1,108,295 - -THAI BHAT - - 2,174,330 4,146,534 2,174,330 4,179,463 - -UAE DIRHAM - - 86,528 1,510,418 86,528 1,522,960 - -US DOLLAR 112,112 7,201,059 112,112 7,227,601

Total: - - 3,783,179 27,614,809 3,783,179 27,755,091 - -

NPR FINANCE LIMITED


C. TRAVELLERS CHEQUES & CARDS (REMITTANCE & SALES)

Opening Unremitted Remittance for the Sales for the ClosingCurrency Title Balance as on F.Y 2017-18 F.Y 2017-18 Unremmited

01/04/2017 as on 31/03/18


AUSTRALIAN DOLLAR - - 89,475 4,545,983 89,475 4,579,718 - -CANADIAN DOLLAR - - 36,750 1,882,665 36,750 1,892,625 - -EURO - - 393,279 29,512,189 393,279 29,630,165 - -GREAT BRITAIN POUND - - 259,173 21,890,183 259,173 21,985,478 - -HONGKONG DOLLAR - - 146,100 1,220,151 146,100 1,238,842 - -JAPANESE YEN - - 1,500,000 886,320 1,500,000 899,850 - -NEW ZEALAND DOLLAR - - 68,128 3,180,594 68,128 3,212,489 - -SINGAPORE DOLLAR - - 157,575 7,521,954 157,575 7,568,875 - -SOUTH AFRICAN RAND - - 734,244 3,704,271 734,244 3,766,515 - -SWISS FRANK - - 52,328 3,479,630 52,328 3,493,885 - -THAI BHAT - - 6,824,622 13,310,148 6,824,622 13,437,912 - -UAE DIRHAM - - 292,180 5,160,219 292,180 5,214,366 - -US DOLLAR - - 622,233 40,103,089 622,233 40,284,592 - -

Total: - - 11,176,087 136,397,396 11,176,087 137,205,312 - -

NPR FINANCE LIMITED


2.40 [ As required in terms of Master Direction - Non-Banking Financial Company –Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016.

Liabilities side : ( ` in lakhs )

1 Loans and advances availed by the NBFCs Amount Amountinclusive of interest accrued thereon but not paid : outstanding overdue

(a) Debentures : Secured - -: Unsecured - -(other than falling within the meaning of public deposits*)

(b) Deferred Credits - -

(c) Term Loans 45.94 -

(d) Inter - corporate loans and borrowing 350.00 -

(e) Commercial Paper - -

(f) Public Deposits* - -

(g) Other Loans : - -

2 Break-up of (1)(f) above (Outstanding public deposits inclusive ofinterest accrued thereon but not paid)

(a) In the form of Unsecured debentures - -

(b) In the form of partly secured debentures - -i.e. debentures where there is a shortfall in the value of security

(c) Other public deposits - -

Assets side :

3 Break - up of Loans and Advances including bills receivables Amount[ other than those included in (4) below ] : outstanding

(a) Secured -(b) Unsecured 3,900.77

4 Break- up of Leased Assets and stock on hire and other assets Amountcounting towards AFC activities outstanding

(i) Lease assets including lease rentals under sundry debtors :

(a) Financial lease -(b) Operating lease -

(ii) Stock on hire including hire charges under sundry debtors :

(a) Assets on hire -(b) Repossessed Assets -

(iii) Other loans counting towards AFC activities

(a) Loans where assets have been repossessed 13.03(b) Loans other than (a) above 226.39

NPR FINANCE LIMITED


5 Break - up of Investments : Amountoutstanding

Current Investments :1. Quoted :(i) Shares :

(a) Equity 0.07(b) Preference -

(ii) Debentures and Bonds -(iii) Units of mutual funds -(iv) Government Securities -(v) Others -2. Unquoted :(i) Shares :

(a) Equity -(b) Preference -

(ii) Debentures and Bonds -(iii) Units of mutual funds -(iv) Government Securities -(v) Others -Long Term Investments :1. Quoted :(i) Shares :

(a) Equity -(b) Preference -

(ii) Debentures and Bonds -(iii) Units of mutual funds -(iv) Government Securities -(v) Others -2. Unquoted :(i) Shares :

(a) Equity 33.74(b) Preference -

(ii) Debentures and Bonds -(iii) Units of mutual funds -(iv) Government Securities -(v) Others -

6 Borrower group - wise classification of assets financed as in (3) & (4) above.

Category Amount net of provisionsSecured Unsecured Total

1. Related Parties(a) Subsidiaries - - -(b) Companies in the same group - 3,081.77 3,081.77(c) Other related parties - - -

2. Other than related parties 239.42 819.00 1,058.42

Total 239.42 3,900.77 4,140.19

( ` in lakhs )

NPR FINANCE LIMITED


( ` in lakhs )7 Investor group - wise classification of all investments ( current and long term ) in shares and securities

( Both quoted and unquoted ) :

Category Market Value / Break up or Book Value fair value or NAV (Net of Provisions)

1. Related Parties(a) Subsidiaries - -(b) Companies in the same group (Unquoted)* 239.34 33.74(c) Other related parties - -

2. Other than related parties (Quoted)* 0.09 -

Total 239.43 33.74

* Being unquoted for related parties ` 239.34 lakhs represents NAV as on 31/03/2018 as the Balance Sheet for the acountingyear ended 31/03/2019 is not available for other than related parties ` 0.09 Lakhs represents Market Value as on 31/03/2019

8 Other Information

Particulars Amount

(i) Gross Non - Performing Assets

(a) Related parties -(b) Other than related parties 13.03

(ii) Net Non - Performing Assets

(a) Related parties -(b) Other than related parties 13.03

(iii) Assets acquired in satisfaction of debt -

2.41 Note : - Previous Year Figures have been regrouped/rearranged/reclassified wherever necessary and roundedoff to the nearest Rupee.

NPR FINANCE LIMITED


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

As per Regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015

(Amount in `)

A CASH FLOW FROM OPERATING ACTIVITIES 2018-2019 2017-2018

Net Profit before tax and extraordinary items 30,969,354 11,596,136Financial Expenses 6,687,095 6,644,613Depreciation 6,765,223 6,459,847(Profit)/Loss on sale of Assets (1,970,323) 95,178Provison made/(written back) for dimunition in value of investment - (574,000)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 42,451,349 24,221,774

Adjustments for :Loans & Advances (34,334,531) 17,886,291Installment Receivables 11,604,961 (14,132,669)Current Liabilities & Non Current Liablities 846,159 (1,340,623)Decrease in Stock in trade (1,481,725) 3,335,158

CASH GENERATED FROM OPERATIONS 19,086,213 29,969,931

Financial Expenses (6,599,634) (6,746,710)Direct Taxes Paid (4,612,983) (4,731,920)

NET CASH FROM OPERATING ACTIVITIES (A) 7,873,596 18,491,301

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (656,334) (6,652,315)Sale of Fixed Assets 2,657,700 118,121

NET CASH FROM INVESTING ACTIVITIES (B) 2,001,366 (6,534,194)

C CASH FLOW FROM FINANCING ACTIVITIES

Increase (Decrease) in Secured Loan (1,377,182) 2,140,174Increase (Decrease) in Unsecured Loan (1,792,276) (13,207,724)(Increase) Decrease in Fixed Deposit with Banks 1,488,928 988,175

NET CASH FROM FINANCING ACTIVITIES (C) (1,680,530) (10,079,375)

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 8,194,432 1,877,732

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 5,183,918 4,306,186

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 13,378,350 6,183,918

In terms of our report of even date

For Deoki Bijay & Co. PAWAN KUMAR TODI NANDLAL TODIChartered Accountants Managing Director DirectorRegistration No : 313105E DIN :- 00590156 DIN :- 00581581D. N. Agrawal RIMPA ROY ASHOK KUMAR SHAHPartner Company Secretary Chief Financial OfficerMembership No . 051157Dated : 29th Day of May 2019

If undelivered please return to :

NPR Finance LimitedthTodi Mansion, 9 Floor

1, Lu-Shun Sarani, Kolkata - 700 073

To,

BOOK POSTPrinted Matter

NPR FINANCE LIMITED

1

NPR FINANCE LIMITEDTodi Mansion, 1, Lu- Shun Sarani, 9th Floor, Kolkata-700 073

CIN-L65921WB1989PLC047091 , E-Mail- [email protected] No. 033 2237 7201, Website : www.nprfinance.com

NOTICE

NOTICE is hereby given that the 30th Annual General Meeting (AGM) of the Members of the Company will be held on Tuesday,the 17th day of September, 2019, at Jhajharia Committee Room, Merchant Chamber of Commerce, 15-B, Hemanta Basu Sarani,2nd Floor, Kolkata- 700 001 (please refer to the Direction Guide as provided in this Notice) at 11.00 a.m. to transact the followingbusiness:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2019 andthe Reports of the Auditors and Directors thereon.

2. To appoint a Director in place of Mr. Nandlal Todi (DIN-00581581) who retires by rotation and being eligible, offers himselffor re-appointment.

Special Business:

3. Continuation of directorship of Mr. Nandlal Todi (DIN-00581581) as Non-Executive Non-independent Director.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Articles of Association of the Company andbased on the approval of the Nomination and Remuneration Committee, approval of the members be and is herebyaccorded for the continuation of directorship of Mr. Nandlal Todi (DIN-00581581) as a Non-Executive Non-independentDirector of the Company, who is more than seventy five (75) years of age.

FURTHER RESOLVED THAT the Board of Directors (hereinafter referred to as “the Board” which term shall be deemedto include any Committee of the Board constituted to exercise its powers, including the powers conferred by thisresolution) be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary to giveeffect to this resolution.”

4. Re-appointment of Mr. Rajendra Kumar Duggar (DIN-00403512) as a Non-Executive Independent Director ofthe Company, for a term of five consecutive years.


“RESOLVED THAT in accordance with the provisions of Section 149, 152, read with Schedule IV of the Companies Act,2013(“the Act”) readwith the Rules thereunder, Regulation 25 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”), including any statutory modification(s)and/or amendment(s) thereof, Mr. Rajendra Kumar Duggar (DIN-00403512), who is eligible for re-appointment and hassubmitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and inrespect of whom, the Company has received a notice in writing from a member under section 160 of the Act proposinghis candidature for the office of a Director, be and is hereby re-appointed as a Non-Executive Independent Director ofthe Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from theconclusion of the 30th Annual General Meeting.


NPR FINANCE LIMITED

2

5. Re-appointment of Mr. Nitin Guha (DIN-01107480) as a Non-Executive Independent Director of the Company,for a term of five consecutive years.


“RESOLVED THAT in accordance with the provisions of Section 149,152, read with Schedule IV of the Companies Act,2013(“the Act”) readwith the Rules thereunder, Regulation 25 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”), including any statutory modification(s)and/or amendment(s) thereof, Mr. Nitin Guha (DIN-01107480), who is eligible for re-appointment and has submitted adeclaration that he meets the criteria for independence as provided in the Act and Listing Regulations and in respect ofwhom, the Company has received a notice in writing from a member under section 160 of the Act proposing hiscandidature for the office of a Director, be and is hereby re-appointed as a Non-Executive Independent Director of theCompany, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from theconclusion of the 30th Annual General Meeting.

FURTHER RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Articles of Association of theCompany and based on the approval of the Nomination and Remuneration Committee, approval of the members be andis hereby accorded for the continuation of directorship of Mr. Nitin Guha (DIN-01107480) as a Non-Executive IndependentDirector of the Company, who is more than seventy five (75) years of age.


6. Appointment of Mr. Ashok Dhirajlal Kanakia (DIN-00738955) as a Non-Executive Independent Director for aterm of five years.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the Articles of Association of the Company, provisions of sections 149, 152 and otherapplicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made there under, read with ScheduleIV to the Act, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) and/or amendment(s)thereof, Mr. Ashok Dhirajlal Kanakia (DIN-00738955), additional director of the Company, whose term expires at the 30th

Annual General Meeting and who is eligible for appointment and has submitted a declaration that he meets the criteria forindependence as provided in the Act and Listing Regulations and in respect of whom, the Company has received a noticein writing from a member under section 160 of the Act proposing his candidature for the office of a Director, be and ishereby appointed as a Non-Executive Independent Director, not liable to retire by rotation and to hold office for a term offive consecutive years with effect from the conclusion of the 30th Annual General Meeting.


7. Substitution of Clause III. A. 4 of the Memorandum of Association of the Company.


“RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the CompaniesAct, 2013 (hereinafter referred to as “the Act”), read with the Companies (Incorporation) Rules, 2014 (including anystatutory modification(s) and/or re-enactment(s) thereof) and subject to the approval of the Registrar of Companies,consent of the members be and is hereby accorded to the Company to substitute Clause III. A. 4. of the Memorandum ofAssociation with the following clause:

“To carry on and undertake the business of finance, trading, project financing, personal financing/extending personalloan, loan to bodies corporate, hire purchase, leasing, hypothecation, full range of financial services like Bridge financing,

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Bill Discounting, Capital and Money Markets Operations, Venture Capital Finance and such other inter-related activities oflending and borrowing money, Sick Industries rehabilitation Agencies, any other financial services of any description andvariety and to finance lease operation of all kinds, purchasing, selling, hiring, hypothecating or letting on hire all kinds ofvehicles, plant and machinery and equipment and all kinds of articles or things that the company may think fit (including,but not limited to : financing for all kinds of vehicles, aircrafts, ships, machinery, plants, two-wheelers, three-wheelers,four wheelers, auto, tractors and other farm equipments, consumer durables, equipment, renewable energy equipment/infrastructure, construction equipment, housing equipment, capital equipment, office equipment, their spares andcomponents, real estate, infrastructure work or activity, including used/refurbished products, etc.) and to assist infinancing of all and every kind on hire purchase or deferred payment or similar transaction, to lend moneys on pledge,hypothecation, mortgage or otherwise and on such terms and conditions, with or without security, as may seemexpedient and in particular, to customers of and persons having dealings with the Company and to any other companyor firm or person, as may be expedient and to guarantee the performance of contracts by any such persons, to carryon the business of providing a full range of credit services, including all types of micro finance activities, in any mannerincluding, but not limited to : through Self-help group(s) or Joint Liability Group (JLG), etc., directly or indirectly in the fieldof livelihood promotion, including in rural and urban areas from time to time to the economically active poor, self helpgroups, joint liablity groups, individuals, societies, merchants, traders, industries, commercial establishments, financialinstitutions, co-operative societies, non-government organizations, private, charitable, educational and researchinstitutions, related entities, etc.- National and/or International.”

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution and for removal of any difficulty or doubt,the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee ofthe Board constituted to exercise its powers, including the powers conferred by this resolution) be and is herebyauthorised to do all such acts, deeds, matters and things as may, in its absolute discretion, deem necessary, expedient,usual or proper and to settle any question or difficulty that may arise with regard to the above or any other mattersincidental or consequential thereto.”

8. Substitution of Clause 87(1) of the Articles of Association of the Company.


“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act,2013(“the Act”) read with the Companies (Incorporation) Rules, 2014, including any statutory modification(s) and/oramendment(s) thereof, Clause 87(1) of the Articles of Association be and is hereby substituted with the following:

“87(1) The Managing Director shall not be liable to retire by rotation. The Board shall have the power to determine thedirectors whose period of office is or is not liable to determination by retirement of directors by rotation.”


9. Re-Appointment of Mr. Pawan Kumar Todi (DIN- 00590156) as the Managing Director of the Company, for aterm of three consecutive years with effect from 1st November, 2019.


“RESOLVED THAT in accordance with the Articles of Association of the Company, provisions of sections 196, 197 and203 of the Companies Act, 2013(“the Act”)read with Schedule V thereto and other applicable provisions of the Act,readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, applicable provisions ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ListingRegulations”), including any statutory modification(s) and/or amendment(s) thereof, Mr. Pawan Kumar Todi (DIN-00590156),Managing Director, in respect of whom, the Company has received a notice in writing from a member under section 160of the Act proposing his re-appointment, be and is hereby reappointed as the Managing Director for a period of 3 (three)years with effect from the expiry of his present term of office – i.e. 1st November, 2019, not being liable to retire byrotation, on such terms and conditions, including remuneration, as set out in the Explanatory Statement annexed to theNotice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to

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include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution)to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit.

FURTHER RESOLVED THAT notwithstanding anything herein above stated, where in any financial year closing on orafter March 31, 2019, during the tenure of Mr. Pawan Kumar Todi (DIN-00590156) as a Managing Director of theCompany, the Company incurs a loss or its profits are inadequate, the Company shall pay Mr. Pawan Kumar Todi (DIN-00590156), the remuneration including any revision thereof, by way of salary and other allowances, perquisites, etc. asa minimum remuneration subject to the provisions of the Act readwith the Rules and Schedules thereto and/or otherapplicable laws in force.

FURTHER RESOLVED THAT besides his existing duties & responsibilities, Mr. Pawan Kumar Todi (DIN-00590156) willcontinue to carry out such other duties and exercise such powers as may be entrusted to him from time to time by theBoard.

FURTHER RESOLVED THAT the Board be and is hereby authorised to take all such steps as may be necessary, properor expedient to give effect to this resolution.”

10. Re-Appointment of Ms. Sarika Mehra (DIN-06935192) as a Whole-time Director of the Company, for a termof three consecutive years with effect from 19th September, 2019.


“RESOLVED THAT in accordance with the Articles of Association of the Company, provisions of sections 196, 197 and203 of the Companies Act, 2013(“the Act”), read with Schedule V thereto and other applicable provisions of the Act,readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, applicable provisions ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ListingRegulations”), including any statutory modification(s) and/or amendment(s) thereof, Ms. Sarika Mehra (DIN-06935192),in respect of whom, the Company has received a notice in writing from a member under section 160 of the Act proposingher re-appointment, be and is hereby re-appointed as the Whole-time Director of the Company(designated as - ExecutiveDirector), for a term of 3 (three) years with effect from the expiry of her present term of office – i.e. 19th September,2019.

FURTHER RESOLVED THAT due to the change in designation of Ms. Sarika Mehra (DIN-06935192) from “ExecutiveDirector & Company Secretary” to “Executive Director” on account of her resignation from the post of company secretarywith effect from 1st April, 2019, the terms and conditions, including remuneration payable to Ms. Sarika Mehra (DIN-06935192) in the capacity of Whole-time Director, as is morefully described in the Explanatory Statement to the Notice,be and is hereby approved/ratified with effect from 1st April, 2019, with liberty to the Board of Directors (hereinafterreferred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise itspowers, including the powers conferred by this resolution) to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit subject to the provisions of the Act readwith the Rules andSchedules thereto and/or other applicable laws in force.

FURTHER RESOLVED THAT pursuant to the provisions of Section 152 of the Act, read with the Rules thereunder, heroffice will be liable to retirement by rotation.

FURTHER RESOLVED THAT notwithstanding anything herein above stated, where in any financial year closing on orafter March 31, 2019, during the tenure of Ms. Sarika Mehra (DIN-06935192) as a Whole-time Director of the Company,the Company incurs a loss or its profits are inadequate, the Company shall pay Ms. Sarika Mehra (DIN-06935192), theremuneration including any revision thereof, by way of salary and other allowances, perquisites, etc. as a minimumremuneration, subject to the provisions of the Act readwith the Rules and Schedules thereto and/or other applicablelaws in force.

FURTHER RESOLVED THAT the Board be and is hereby authorised to do all acts and take all such steps as may benecessary, proper or expedient to give effect to this resolution.”

11. Approval / Ratification of Related Party Transactions.


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“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act,2013 (hereinafter referred to as “the Act”),read with the Companies (Meetings of Board and its Powers) Rules, 2014 andin terms of applicable provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (hereinafter referred to as “the Listing Regulations”), including any statutorymodification(s) and/or re-enactments thereof, Related Party Transactions entered into /proposed to be entered into bythe Company as set out in the explanatory statement be and are hereby ratified/approved.”

Regd. Office By Order of the Board“Todi Mansion”, For NPR Finance Ltd.1, Lu-Shun Sarani, 9th FloorKolkata-700 073 Rimpa RoyDated: 29.05.2019 Company Secretary

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES INORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATENOT MORE THAN TEN PERCENTAGE OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTINGRIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENTAGE OF THE TOTAL SHARE CAPITAL OF THE COMPANYCARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT ASPROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with theconclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the businesshours of the Company, provided that not less than three days of notice in writing is given to the Company.

3. Pursuant to the provisions of the Secretarial Standard-2 issued by the Institute of Company Secretaries of India (ICSI),a route map (direction guide) of the AGM venue alongwith the landmark is appended to the Notice for a quick referenceof the members.

4. The Explanatory Statement as required under Section 102 of the Companies Act, 2013(‘the Act”), in respect of businessunder Item Nos. 3 to 11 is annexed hereto.

5. The details of person seeking appointment/re-appointment/continuation of appointment, as required in sub-regulation (3)of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“Listing Regulations”) and the Secretarial Standard on General Meetings (SS-2) are annexed to theNotice.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act,alongwith, all documents referred to in the accompanied Notice and the Explanatory Statement setting out the materialfacts, are open for inspection at the Registered Office of the Company on all working days during working hours uptothe date of the AGM.

7. Members may visit the Company’s corporate website to view the Financial Statements or access information pertainingto the Company. Queries, if any, should be sent at least 10 days before the AGM to the Company Secretary at theRegistered Office of the Company.

8. The business set out in the notice will be transacted through remote e-voting and Voting through Ballot at the AnnualGeneral Meeting. Instructions and other information relating to e-voting are given in the notice under note number 24. TheCompany will also send communication relating to remote e-voting which, inter alia, would contain details about user IDand password, along with a copy of this notice to the members, separately.

9. Members holding shares in electronic form are requested to intimate immediately any change in their address with pincode or bank mandates to their Depository Participants with whom they are maintaining their demat accounts.

10. Members holding shares in physical form are requested to notify immediately any change in their address, including Pincode, etc. to the Company’s Registrar and Share Transfer Agent (“RTA”) - M/s. Niche Technologies Private Limited at 3A,Auckland place, 7th floor, Room No. 7A & 7B, Kolkata 700 017.

11. In case, the mailing address mentioned in this Annual Report is without the PIN CODE, members are requested to kindlyinform their PIN CODE immediately.

12. Non- Resident Indian Shareholders are requested to inform the Company immediately:

a. the change in residential status on return to India for permanent settlement.

b. the particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if notfurnished earlier.

13. In terms of section 113 of the Act, corporate members are requested to send to the Company, a copy of the BoardResolution, duly certified, authorising their respective representatives to attend and vote at the Annual General Meeting.

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14. Register of Members and Share Transfer Books of the Company in respect of Equity Shares shall remain closed from 11th

September, 2019 to 17th September, 2019 (both days inclusive) for the purpose of AGM.

15. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)by every participant in the securities market. Members holding shares in electronic form, are therefore requested tonotify their PAN details to their depository participants. Members holding shares in physical form are requested to submitself-attested copy of their PAN to the Company’s RTA - M/s. Niche Technologies Private Limited at 3A, Auckland place, 7th

Floor, Room No. 7A & 7B, Kolkata 700 017.

16. SEBI has amended relevant provisions of the Listing Regulations to debar listed companies from acceptingrequest for transfer of securities which are held in physical form, with effect from April 1, 2019. Theshareholders who continue to hold shares and other types of securities of listed companies in physicalform even after this date, will not be able to lodge the shares with company / its RTA for further transfer.They will need to convert them to demat form compulsorily if they wish to effect any transfer. Only therequests for transmission and transposition of securities in physical form, will be accepted by the listedcompanies / their RTAs. All shareholders holding shares in physical form have been duly notified of thesame by Postal mode of communication and have been provided with the requisite form for furnishingPAN and Bank details. Further, two subsequent reminders thereof, have also been sent to the shareholders.

17. Pursuant to Section 72 of the Act readwith the Rules thereunder, members holding shares in physical form are advisedto file/update nomination in the prescribed Form SH-13 or SH-14 (as applicable), with the Company’s RTA. In respect ofshares held in electronic/ demat form, the members may please contact their respective depository participant.

18. Members who are holding shares in identical order or names in more than one folio are requested to send the Company/Registrar and Share Transfer Agent, the details of such folios together with the Share Certificates for consolidating theirholdings in one such folio.

19. Members are requested to quote their Folio number/DP I.D. and Client I.D. in all correspondence.

20. A Member or his Proxy is requested to produce at the entrance of the Meeting Hall, attendance slip forwarded to themember duly completed and signed by the member.

21. Please note that, no claims shall lie against the Company in respect of unclaimed dividend amounts sotransferred to the Investor Education and Protection Fund (IEPF). Claimants may contact the Nodal Officer: Mrs. Rimpa Roy, Company Secretary, through the dedicated e-mail Id for the said purpose:[email protected]. Alternatively, the claimants may also write their concerns to theNodal Officer, addressed at the Registered Office. The relevant details in the above matter, including therelevant notification of the Ministry, contact details of the Nodal Officer, access link to the refund webpageof the IEPF Authority website, etc., are available on the website of the Company via the following link:

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

22. The Company has designated an exclusive e-mail id, viz: [email protected] to enable investors to registertheir complaints/queries, if any. Alternatively, the members may also write to Mrs. Rimpa Roy, Company Secretary, at theRegistered Office of the Company (Phone Numbers: (033) 2237 7201/02), e-mail id: [email protected] forthe redressal of their queries/redressal of complaints.

23. (i) Notice of the AGM along with attendance slip, proxy form along with the process, instructions and the manner ofconducting e-voting and (ii) Annual Report for the Financial Year 2018-19 - are being sent by electronic mode to thoseMembers whose e-mail addresses are registered with the Company / Depositories, unless any Member has requestedfor a physical copy of the said documents. For Members who have not registered their e-mail addresses, physicalcopies of the above mentioned documents are being sent. All these above mentioned documents will also be available onthe Company’s website www.nprfinance.com for download by the shareholders. We, request shareholders toupdate their e-mail address with their depository participant to ensure that the annual reports and other documentsreaches them on their preferred e-mail address. Shareholders holding shares in physical form may intimate us their e-mail address along with name, address and folio no. for registration at [email protected].

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24. Voting Through Electronic Means :

I. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read withthe Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, theCompany is pleased to offer Electronic Voting facility (remote e- voting) to its members to cast their votes electronicallyon all resolutions set forth in this Notice. The facility of casting the votes by the members using an electronic votingsystem from a place other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Services(India) Limited (CDSL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meetingwho have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not beentitled to cast their vote again.

III. The process and manner for remote e-voting are as under:(i) The remote e-voting period begins on 14th September, 2019 at 9.00 a.m. (IST) and ends on 16th September, 2019 at 5.00

p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerializedform, as on the cut-off date (record date) of 10th September, 2019, may cast their vote by remote e-voting. The remotee-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting ofany company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

● Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the 8 digits of thesequence number in the PAN field.

● In case the sequence number is less than 8 digits enter the applicable number of0’s before the number after the first two characters of the name in CAPITALletters. Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.

Dividend Bank Details OR Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recordedDate of Birth (DOB) in your demat account or in the company records in order to login.·

● If both the details are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field as mentioned ininstruction (v).

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(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, membersholding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions containedin this Notice.

(xii) Click on the EVSN for the relevant Company Name i.e. NPR FINANCE LIMITED on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. Ifyou wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify yourvote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code andclick on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android basedmobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phoneusers can download the app from the App Store and the Windows Phone Store respectively. Pleasefollow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

● Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporates.

● A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

● After receiving the login details a Compliance User should be created using the admin login and password. TheCompliance User would be able to link the account(s) for which they wish to vote on.

● The list of accounts linked in the login should be mailed to [email protected] and on approval ofthe accounts they would be able to cast their vote.

● A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected].

25. Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy(PDF/JPG Format) of the relevant Board Resolution / Authority Letter etc. together with attested specimen signature ofthe duly authorised signatory(ies) who are authorised to vote through e-mail at [email protected] with a copymarked to [email protected] on or before 16th September, 2019 upto 5:00 p.m. without which the voteshall not be treated as valid.

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26. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Companyas on the cut-off date of 10th September, 2019. A person who is not a member as on cut off date should treat this noticefor information purpose only.

27. The shareholders shall have one vote per equity share held by them as on the cut-off date of 10th September, 2019. Thefacility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders.

28. Only those members who attend the AGM, holding shares either in physical form or in dematerialized form, and areentitled to vote as on the cut-off date of 10th September, 2019, but have not exercised their right to vote by electronicmeans, can cast their vote at the Annual General Meeting. In case of joint holders attending the Meeting, only such jointholder who is higher in the order of names will be entitled to vote, provided the votes are not already cast by remote e-voting.

29. Investors who became members of the Company subsequent to the dispatch of the Notice / e-mail and holds the sharesas on the cut-off date i.e. 10th September, 2019 are requested to send the written / e-mail communication to Company [email protected] or its Registrar and Share Transfer Agent, i.e.: M/s Niche Technologies Private Ltd. [email protected] by mentioning their Folio No. / DP ID and Client ID to obtain the Login-ID and Passwordfor e-voting.

30. Mr. Niaz Ahmed, Practicing Company Secretary (Certificate of Practice Number 5965, Membership No. F9432) has beenappointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a fair and transparentmanner. The Scrutinizer will submit, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Reportof the total votes cast in favour or against, if any, to the Chairman of the Company or a person authorised by him inwriting, who shall countersign the same and declare the result of the voting forthwith.

31. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s websitewww.nprfinance.com and on the website of CDSL. The same will be communicated to the BSE Ltd., where the EquityShares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 3.

The Securities and Exchange Board of India (“SEBI”) has notified Regulation 17(1A) of the Listing Regulations, effective from1st April, 2019, whereby, no listed entity shall appoint a person or continue the directorship of any person as a Non-ExecutiveDirector who has attained the age of seventy five years unless a special resolution is passed to that effect.

Since Mr. Nandlal Todi (DIN-00581581), 88 years of age, is liable to retire by rotation and has presented himself for re-appointment, consent of the members has been sought for the continuation of his directorship for his present term of re-appointment.

Mr. Nandlal Todi (DIN-00581581) is one of the founder directors of the Company. His pioneering work in introducing HirePurchase of the Commercial vehicles in Eastern India several years ago led to the formation of NPR Finance Ltd. He is a Non-Executive non-independent Director of the Company.

His priceless guidance and support has been immensely beneficial for the Company time and again and it is thus beingconsidered prudent to place the proposal for the continuation of his directorship.

He is not disqualified in terms of Section 164 of the Act and has given his consent to continue as the Director of the Company.Further, he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The disclosure in terms of Regulation 36(3) of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2) containing his brief profile and other details, is provided by way of Annexure to the Notice.

Mr. Nandlal Todi (DIN-00581581) is interested in the resolution pertaining to the continuation of his Directorship. Further, Mr.Pawan Kumar Todi (DIN-00590156), Managing Director, alongwith the entire promoter group, being related to Mr. Nandlal Todi(DIN-00581581) is interested in the above resolution. None of the other Director(s) / Key Managerial Personnel(s) of theCompany / their relatives are, in any way, concerned or interested, financially or otherwise, in the above resolution.

The Nomination and Remuneration Committee, as also the Board, recommends the special resolution set forth in the Item No.3 of the Notice for approval of the members with effect from the conclusion of the 30th AGM.

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Item Nos. 4 and 5

The members at the 25th Annual General Meeting held on 19th September, 2014, approved the appointment of Mr. RajendraKumar Duggar (DIN-00403512) and Mr. Nitin Guha (DIN-01107480) as Independent Directors of the Company for a term of fiveyears. The above term is expiring on the conclusion of the 30th AGM.

Section 149(10) of the Act provides that, Independent Directors shall hold office for a term of five consecutive years on theBoard of a company, but shall be eligible for re-appointment on passing of a special resolution by the Company. Further,Regulation 25 of the Listing Regulations provides that, the maximum tenure of Independent Directors shall be in accordancewith the Act readwith the Rules made thereunder.

In the light of the above provisions, Mr. Rajendra Kumar Duggar (DIN-00403512) and Mr. Nitin Guha (DIN-01107480) havepresented themselves for re-appointment for another term of five years, not liable to retire by rotation, with effect from theconclusion of the 30th AGM.

They are not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent toact as Directors. The Company has received the consent letter of Mr. Rajendra Kumar Duggar (DIN-00403512) and Mr. NitinGuha (DIN-01107480) in Form DIR- 2. The Company has also received declarations from the above Directors that, they meetthe criteria of Independence as prescribed in section 149 of the Act readwith the Companies (Appointment and Qualificationsof Directors) Rules, 2014 and Regulation 16 of the Listing Regulations.

The Company has received notices in writing from a member under section 160 of the Act proposing the candidature of theabove mentioned Directors for re-appointment.

The above Directors are not debarred from holding the office of director by virtue of any SEBI order or any other suchauthority. In the opinion of the Board, they fulfill the conditions specified in the Act and Listing Regulations for re-appointment.

The above documents alongwith the draft letter of re-appointment of Mr. Rajendra Kumar Duggar (DIN-00403512) and Mr. NitinGuha (DIN-01107480) setting out the terms and conditions of re-appointment, will be open for inspection at the RegisteredOffice of the Company on all working days during working hours upto the date of the AGM.

The Board is of the view that, the continued association of Mr. Rajendra Kumar Duggar (DIN 00403512) and Mr. Nitin Guha(DIN-01107480) will benefit the Company, given their knowledge, experience and contribution to Board processes.

Since Mr. Nitin Guha (DIN-01107480) is above seventy five years of age, consent of the members is being sought in terms ofRegulation 17(1A) of the Listing Regulations, for the continuation of Mr. Nitin Guha (DIN-01107480), as an Independent Directorfor a term of five years with effect from the conclusion of the 30th AGM.

The requisite disclosure in terms of Regulation 36(3) of the Listing Regulations and the Secretarial Standard on GeneralMeetings (SS-2) pertaining to aforementioned proposed re-appointments is annexed to the Notice.

The above Directors are interested in the special resolution pertaining to their respective re-appointments. None of the otherDirector(s) / Key Managerial Personnel(s) of the Company / their relatives are, in any way, concerned or interested, financiallyor otherwise, in the above resolution.

The above special resolutions being in the interest of the Company, the Nomination and Remuneration Committee and also theBoard of Directors, have proposed and recommended the same for your approval.

Item No. 6

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) was appointed as an Additional Director of the Company with effect from 14th

February, 2019. In terms of section 161 of the Act, his tenure expires at the conclusion of the 30th AGM.

In terms of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and theListing Regulations, it is being proposed to appoint him for a period of five years with effect from the conclusion of the 30th

AGM till the conclusion of the 35th AGM.

The Company has received notice in writing from a member under section 160 of the Act proposing his candidature forappointment.

He is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act asa Director. The Company has received the consent letter of Mr. Ashok Dhirajlal Kanakia (DIN-00738955) in Form DIR- 2. The

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Company has also received his declaration that he meets with the criteria of independence as prescribed in section 149 of theAct readwith the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the ListingRegulations.

He is not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion ofthe Board, he fulfills all conditions of appointment as Independent Director as specified in the Act and the Listing Regulations.

The above documents alongwith copy of the draft letter for appointment of Mr. Ashok Dhirajlal Kanakia (DIN-00738955) as anIndependent Director, setting out the terms and conditions will be open for inspection without any fee at the Registered Officeof the Company on all working days during working hours upto the date of the AGM.

The requisite disclosure in terms of Regulation 36(3) of the Listing Regulations and the Secretarial Standard on GeneralMeetings (SS-2) pertaining to the above appointment is annexed to the Notice.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) joined his family business in the year 1971. He has been involved in the businessof manufacturing & setting up of manufacturing units in and around Kolkata since the year 1971. He has also a vastexperience in the field of marketing of chemicals and allied products.

The Board feels that his association with the Company would be of immense benefit to the Company.

Mr. Ashok Dhirajlal Kanakia (DIN-00738955) is interested in the above resolution as it relates to his own appointment. Save andexcept for the above, none of the other Director(s) / Key Managerial Personnel(s) of the Company / their relatives are, in anyway, concerned or interested, financially or otherwise, in the above resolution.

The above ordinary resolution being in the interest of the Company, the Nomination and Remuneration Committee and also theBoard of Directors, have proposed and recommended the same for your approval.

Item No. 7

The Object Clause of the Memorandum of Association inter-alia, covers all types of NBFC activities. However, the Companyis desirous to modify /alter the object Clause in order to highlight certain NBFC activities for better understanding and clarity.Accordingly, it is proposed to substitute the existing Clause III. A. 4. of the Memorandum of Association of the Company.

In terms of the provisions of Section 13 of the Act read with the Rules made thereunder, the proposed amendment in the ObjectClause of the Company requires the approval of the members by way of a Special Resolution.

A copy of the existing Memorandum of Association of the Company along with the proposed amendments will be open forinspection at the Registered Office of the Company on all working days during working hours upto the date of the AGM.

None of the Director(s) / Key Managerial Personnel(s) of the Company / their relatives are, in any way, concerned orinterested, financially or otherwise, in the above resolution.

The above special resolution being in the interest of the Company, is proposed and recommended by your Board for approval.

Item No. 8

Considering that the Managing Director plays the pivotal role in management of the affairs of the Company and has substantialpowers of Management, it is proposed not to make his office liable to retire by rotation by suitably amending Clause 87(1) ofthe Articles of Association of the Company.

Copy of the existing Articles of Association along with the proposed amendment will be open for inspection at the RegisteredOffice of the Company on all working days during working hours upto the date of the AGM.

Mr. Pawan Kumar Todi (DIN-00590156), being the Managing Director, is interested in the above resolution. Further, Mr. NandlalTodi (DIN-00581581) alongwith the entire promoter group - being related to Mr. Pawan Kumar Todi (DIN-00590156), areinterested in the above resolution. None of the other Director(s) / Key Managerial Personnel(s) of the Company / their relativesare, in any way, concerned or interested, financially or otherwise, in the above resolution.

The above special resolution being in the interest of the Company, is proposed and recommended by your Board for approval.

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Item No. 9

Mr. Pawan Kumar Todi’s (DIN-00590156) tenure as the Managing Director of the Company is expiring at the 30th AGM.Accordingly, he has presented himself for re-appointment for a term of 3 (three) years with effect from 1st November, 2019.

His office will not be liable to retirement by rotation.

Mr. Pawan Kumar Todi (DIN-00590156) continues to play the pivotal role in shaping the Company’s future with his administrativeskills, leadership qualities and work experience. Thus your Board considers his re-appointment as prudent. He is not debarredfrom holding the office of director by virtue of any SEBI order or any other such authority. He is not disqualified in terms ofSection 164 of the Act and has given his consent for re-appointment. The Company has received his consent letter in FormDIR- 2.

The Company has received notice in writing from a member under section 160 of the Act proposing his candidature for re-appointment.

The above documents will be open for inspection without any fee at the Registered Office of the Company on all working daysduring working hours upto the date of the AGM.

Besides his existing duties & responsibilities, he is supposed to continue to carry out such other duties and to exercise suchpowers as may be entrusted to him from time to time by the Board.

The terms and conditions are as under:

A. SALARY

1. Basic: `1,50,000/- (Rupees One Lakh Fifty Thousand Only) per month.

2. Special Allowance: `25,000/- (Rupees Twenty Five Thousand Only) per month.

3. Conveyance Allowance: `20,000/- (Rupees Twenty Thousand Only) per month.

4. House Rent Allowance: `55,000/- (Rupees Fifty Five Thousand Only) per month

Annual increase and the quantum thereto, will be effective in a manner as will be decided by the Board of Directors,subject to the provisions of Companies Act, 2013, readwith its Schedules and Rules thereto and other applicableprovisions, if any, of various laws in force.

B. PERQUISITES & ALLOWANCES: As detailed below:

1. Housing.

a. The expenditure incurred by the Company on hiring unfurnished accommodation.

b. The expenditure incurred by the Company on gas, electricity and water will be evaluated as per Income Tax Rules,1962.

c. Perquisites in the form of furniture, furnishings and other utilities in accordance with the rules of the Company, thevalue of which will be evaluated as per Income Tax Rules, 1962.

d. Wherever the Company does not provide any accommodation, House Rent Allowance may be paid.

2. Medical Reimbursement.

i. The expenses incurred for self and family including Premium payable for Mediclaim Insurance.

ii. Major hospitalization expenses for him and his family which are not payable under Mediclaim Insurance Policies.

iii. Expenses incurred for self medical treatment or for any member of his family outside India. The expenditureincurred for the travel and stay abroad including for one attendant, subject to the condition that the expenditure onmedical treatment and stay abroad will be allowed only to the extent permitted by the Reserve Bank of India andalso subject to the permission, if any required, of any Authority under Companies Act, 2013 or any other Act.

Explanation: “Family means the spouse, dependent children and dependent parents.”

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3. Personal Accident Insurance.

Personal Accident Insurance for self and family shall be as per the Company rules & policies thereon.

4. Leave Travel Assistance/Concession.

a. Leave in a Year: Total 30 days Annual and Casual leave including sickness, in addition to hospitalization leave forthe days remained hospitalized.

b. Leave Travel Concession for self and family once in a year.

c. Leave encashment as per the policy of the Company.

5. Club Fees.

Fees of Clubs subject to the maximum of two clubs, including admission and Membership fees.

6. Entertainment Expenses.

The Managing Director shall be reimbursed actual entertainment expenses incurred on the Company’s business includingfees of credit cards.

7. Provision of chauffeur driven Company’s cars.

8. Provision of telephone(s) at the residence of the Managing Director.

9. Company’s contribution to Provident Fund/Pension Fund / Superannuation Fund, Payment towards Gratuity & encashmentof leave shall not be included in computation of remuneration or ceiling on perquisites.

10. Such other allowances, perquisites, benefits and amenities as may be provided by the Company, subject to the provisionsof the Companies Act, 2013, readwith the Rules and Schedules thereto and/or other applicable laws in force.

Perquisites will be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rule, perquisiteshall be evaluated at actual cost.

Further, requisite disclosures required in terms of : Schedule V of the Act, Regulation 36(3) of the Listing Regulations andthe Secretarial Standard on General Meetings (SS-2) are annexed to the Notice.

Mr. Pawan Kumar Todi (DIN-00590156) is interested in the above resolution as it relates to his re-appointment. Further,Mr. Nandlal Todi (DIN-00581581), alongwith the entire promoter group - being related to Mr. Pawan Kumar Todi (DIN-00590156), are interested in the above resolution. Save and except the above, none of the other Director(s) / KeyManagerial Personnel(s) of the Company / their relatives are in any way, concerned or interested, financially or otherwise,in the above resolution.

The above special resolution being in the interest of the Company, the Nomination and Remuneration Committee and alsothe Board of Directors, have proposed and recommended the same for your approval.

Item No.10

Ms. Sarika Mehra’s (DIN-06935192) tenure as the Whole-time Director of the Company is expiring at the 30th AGM. Accordingly,she has presented herself for re-appointment as a Whole-time Director (designated as Executive Director), for a term of 3(three) years with effect from the expiry of her present term – i.e.: 19th September, 2019. Her office will be liable to retirementby rotation in terms of the provisions of Section 152 of the Companies Act, 2013 read with the Rules thereunder.

Ms. Sarika Mehra (DIN-06935192) is not debarred from holding the office of director by virtue of any SEBI order or any othersuch authority. She is not disqualified in terms of Section 164 of the Act and has given her consent for re-appointment. TheCompany has received her consent letter in Form DIR- 2.

The Company has received notice in writing from a member under section 160 of the Act proposing her candidature for re-appointment.

The above documents will be open for inspection without any fee at the Registered Office of the Company on all working daysduring working hours upto the date of the AGM.

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She has several years of experience in the fields of Finance, Accounts, Taxation and Secretarial matters. Thus your Boardconsiders her re-appointment as prudent.

Besides her existing duties & responsibilities, she is supposed to continue to carry out such other duties and to exercise suchpowers as may be entrusted to her from time to time by the Board.

Considering the enormous responsibilities and duties of both the Whole-time Director and the Company Secretary, Ms. SarikaMehra (DIN-06935192), Executive Director & Company Secretary, had tendered her resignation from the post of CompanySecretary with effect from 1st April, 2019, in order to facilitate more efficient discharge of her Directorial duties and responsibilities.Accordingly, due to the change in designation of Ms. Sarika Mehra (DIN-06935192) from “Executive Director & CompanySecretary” to “Executive Director” on and from 1st April, 2019, the revised terms and conditions, including remuneration payableto Ms. Sarika Mehra (DIN-06935192) in the capacity of Whole-time Director will be effective from 1st April, 2019.

The remuneration details, alongwith the terms and conditions are as under:

A. SALARY

1. Basic: `23,000 (Rupees Twenty three thousand only) per month.

2. Conveyance: `15,300 (Rupees Fifteen thousand three hundred only) per month.

3. House Rent Allowance: `19,800 (Rupees Nineteen thousand eight hundred only) per month.

4. City Compensatory Allowance: `12,000 (Rupees Twelve thousand only) per month.

5. Medical Reimbursement: `12,000 (Rupees Twelve thousand only) per month.

6. Special allowance: `18,250 (Rupees Eighteen thousand two hundred and fifty only) per month.

Annual increase and the quantum thereto, will be effective in a manner as will be decided by the Board of Directors,subject to the provisions of Companies Act, 2013, readwith its Schedules and Rules thereto and other applicableprovisions, if any, of various laws in force.

B. PERQUISITES & ALLOWANCES: As detailed below:

1. Medical Insurance.

The expenses incurred for self and family including Premium payable for Mediclaim Insurance.

2. Personal Accident Insurance.

Personal Accident Insurance for self and family shall be as per the Company rules & policies thereon.

Explanation: “Family means the spouse, dependent children and dependent parents of the appointee.”

3. Leave Travel Assistance/Concession.

a. Leave in a Year: Total 30 days leave, subject to the policy of the Company as may be amended from time to time.

b. Leave Travel Concession for self and family once in a year.

c. Encashment of leave as allowed by Companies Act, 2013 and other applicable laws and as per the policy of theCompany.

4. Provision of Company’s cars with reimbursement of Motor Car Expense incurred for office purpose.

5. Reimbursement of Mobile Expense.

6. Company’s contribution to Provident Fund/Pension Fund / Superannuation Fund, Payment towards Gratuity & encashmentof leave shall not be included in computation of remuneration or ceiling on perquisites.

7. Such other allowances, perquisites, benefits and amenities as may be provided by the Company, subject to the provisionsof the Companies Act, 2013, readwith the Rules and Schedules thereto and/or other applicable laws in force.

Perquisites will be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rule, perquisiteshall be evaluated at actual cost.

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Further, requisite disclosures required in terms of: Schedule V of the Act, Regulation 36(3) of the Listing Regulations andthe Secretarial Standard on General Meetings (SS-2) are annexed to the Notice.

Ms. Sarika Mehra (DIN-06935192) is interested in the above resolution as it relates to her own re-appointment. None ofthe other Director(s) / Key Managerial Personnel(s) of the Company / their relatives are in any way, concerned orinterested, financially or otherwise, in the above resolution.

The above ordinary resolution being in the interest of the Company, the Nomination and Remuneration Committee and alsothe Board of Directors, have proposed and recommended the same for your approval.

Item No. 11

Similar to the previous financial year, the Company is expecting consistent profitability on account of interest income on inter-corporate loans given to related parties and others and is deploying surplus liquidity in extending inter-corporate loan torelated parties, as, such loans are safe with no risk of default and generate comfortable interest income at arm’s length.Further, the amount is repayable on demand and can easily be liquidated.

Further, the Company is also of the opinion that, providing inter-corporate loans to related parties are easily and quicklyavailable to cater the requirements of Working Capital.

The Company has recorded an interest income of `266.09 lakhs in the financial year under review on account of inter-corporate loan given to related parties.

The Audit Committee at its Meeting held on 14th February, 2019, accorded omnibus approval in line with the Company’s Policyon Related Party Transactions, to pursue such transactions subject to a maximum threshold limit of `1 Crore per Related PartyTransaction that are repetitive in nature, for the financial year 2019-20.

In terms of sub-regulation 4 of Regulation 23 of the Listing Regulations, all material related party transactions shall require theapproval of the shareholders by way of an ordinary resolution.

It be noted that the entities mentioned below, are “Related Party” in terms of sub-section 76 of section 2 of the Act and/or sub-regulation (1)(zb) of Regulation 2 of the Listing Regulations. Accordingly, it is proposed to ratify /approve the below mentionedproposed transactions with such entities.

The requisite particulars of the Related Party Transactions furnished hereunder are in line with the requirements of Explanation(3) to sub-rule 3 of Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014:

Name of the Name of the Director Nature of relationship Nature, material terms, monetary valueRelated Party or Key Managerial and particulars of the contract or

Personnel who arrangement.is related.

GNB Motors Mr. Pawan Kumar Todi Mr. Pawan Kumar Todi is 1. Unsecured LoanPrivate Limited & Mr. Nandlal Todi. a Director in the Related 2. Payable on Demand alongwith interest.

Party entity. Further, both 3. Amount of Loan given during the year :Mr. Pawan Kumar Todi & ` 6,79,49,421.Mr. Nandlal Todi are 4. Refund of loan given during the year :relatives of the Directors ` 4,65,07,000.of the Related Party. 5. Interest Received during the year :

` 1,68,52,874.6. Amount of Loan proposed to be given :` 200 Lakhs.

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Silva Computech Mr. Ashok Kumar Shah, Mr. Ashok Kumar Shah is 1. Unsecured LoanPrivate Limited Mr. Pawan Kumar Todi a Director in the Related 2. Payable on Demand alongwith interest.

& Mr. Nandlal Todi Party entity. Mr. Ashok 3. Interest Received during the year :Kumar Shah is the CFO ` 51,336.of the Company. Further, 4. Amount of Loan proposed to be given :Mr. Nandlal Todi and ` 100 Lakhs.Mr. Pawan Kumar Todiare the shareholders ofthe related party entity.

Matra Studios Mr. Pawan Kumar Todi Relatives of one of the 1. Unsecured LoanLLP & Mr. Nandlal Todi. Designated Partners of 2. Payable on Demand alongwith interest.

the Related Party. 3. Interest Received during the year :` 4,47,279.4. Amount of Loan proposed to be given :` 100 Lakhs.

Mountview Mr. Pawan Kumar Todi Relatives of one of the 1. Unsecured LoanTracom LLP & Mr. Nandlal Todi. Designated Partners of 2. Payable on Demand alongwith interest.

the Related Party. 3. Interest Received during the year :` 7,54,074.4. Amount of Loan proposed to be given :Nil.

Sheersh Enclave Mr. Pawan Kumar Todi Relatives of the Directors 1. Unsecured LoanPrivate Limited & Mr. Nandlal Todi. of the Related Party. 2. Payable on Demand alongwith interest.(formerly, Rose 3. Refund of loan given : ` 2,50,000.Velly Enclave 4. Interest Received during the year :Private Limited) ` 3,77,447.

5. Amount of Loan proposed to be given :` 60 Lakhs.

Oval Promoters Mr. Pawan Kumar Todi Relatives of one of the 1. Unsecured LoanLLP & Mr. Nandlal Todi. Partners of the Related 2. Payable on Demand alongwith interest.

Party. 3. Refund of loan given : ` 1,42,78,806.4. Interest Received during the year :` 9,13,844.5. Amount of Loan proposed to be given :Nil.

Star Wire (India) Mr. Pawan Kumar Todi Relatives of two of the 1. Unsecured LoanVidyut Private & Mr. Nandlal Todi. Directors of the Related 2. Payable on Demand alongwith interest.Limited Party. 3. Loan given during the year : ` 3,30,00,000

4. Refund of Loan given during the year :` 5,84,62,273.5. Interest Received during the year :` 59,68,768.6. Amount of Loan proposed to be given :` 400 Lakhs.

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TP Farms Mr. Pawan Kumar Todi Relatives of one of the 1. Unsecured LoanPrivate Limited & Mr. Nandlal Todi. Directors of the Related 2. Payable on Demand alongwith interest.

Party. 3. Refund of Loan given : ` 21,67,904.4. Interest Received during the year :` 49,684.5. Amount of Loan proposed to be given :` 100 Lakhs.

Viewlink Mr. Pawan Kumar Todi Mr. Pawan Kumar Todi is 1. Unsecured LoanHighrise LLP & Mr. Nandlal Todi. a Partner in the Related 2. Payable on Demand alongwith interest.

Party entity. Further, both 3. Loan given during the year : ` 29,77,000Mr. Pawan Kumar Todi 4. Refund of Loan given during the year :& Mr. Nandlal Todi are ` 53,79,092relatives of the Partners 5. Interest Received during the year :of the Related Party Entity. ` 1,45,973.

6. Amount of Loan proposed to be given :` 2200 Lakhs.

New Age Mr. Pawan Kumar Todi Relatives of the Directors 1. Unsecured LoanEnclave & Mr. Nandlal Todi. of the Related Party. 2. Payable on Demand alongwith interest.Private Limited 3. Amount of Loan proposed to be given :

` 100 Lakhs.

Badu Road Mr. Pawan Kumar Todi Mr. Pawan Kumar Todi is a 1. Unsecured LoanDevelopers LLP & Mr. Nandlal Todi. Director of one of the 2. Payable on Demand alongwith interest.

partner company and 3. Amount of Loan proposed to be given :further both Mr. Pawan ` 200 Lakhs.Kumar Todi & Mr. NandlalTodi are relatives ofdirectors of two partnercompanies.

Rani Leasings & Mr. Pawan Kumar Todi Directors of the Related 1. Unsecured LoanFinance Private & Mr. Nandlal Todi. Party. 2. Payable on Demand alongwith interest.Limited 3. Refund of loan taken during the year :

`16,48,0294. Loan given during the year : `4,40,01,9715. Refund of Loan given during the year :` 1,88,53,0006. Interest received during the year :` 10,47,909.7. Amount of Loan proposed to be taken/given : ` 400 Lakhs.

In terms of sub-regulation 4 of Regulation 23 of the Listing Regulations, related parties cannot vote on such resolutionsirrespective of whether the entity is a related party to the particular transaction or not.

Mr. Pawan Kumar Todi (DIN-00590156) and Mr. Nandlal Todi (DIN-00581581) - being the Director(s)/Partner(s)/DesignatedPartner(s)/relative(s) of the Directors/Designated Partners/Partners in the aforesaid related party entities and the entirepromoter group being related to the aforesaid Directors, are interested in the aforesaid resolution. Further, Mr. Ashok KumarShah, Chief Financial Officer, is a Director of one of the related party body corporate. Therefore, he is also interested in theabove resolution.

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None of the other Director(s)/Key Managerial Personnel(s) of the Company or their relatives are in any way, concerned orinterested, financially or otherwise, in this resolution.

All the aforesaid transactions made / proposed to be made are /shall be at arm’s length and in the ordinary course of business.

The above ordinary resolution being in the interest of the Company, is proposed by your Board for approval.


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ANNEXURE TO THE NOTICE

DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINMENT/ CONTINUATION OF APPOINTMENT PURSUANT TOREGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THESECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2).

Name of the Mr. Nandlal Mr. Pawan Ms. Sarika Mr. Nitin Mr. Rajendra Mr. AshokDirector Todi (DIN- Kumar Todi Mehra (DIN- Guha (DIN- Kumar Duggar Dhirajlal

00581581) (DIN- 06935192) 01107480) (DIN- Kanakia (DIN-00590156) 00403512) 00738955)

Nature of Non-Executive Managing Whole-time Non-Executive Non-Executive Non-ExecutiveDirectorship Non Director Director Independent Independent Independent

Independent Director Director DirectorDirector

Date of Birth 30.05.1931 02.06.1953 21.10.1974 01.11.1934 26.11.1950 02.08.1953& Age 88 years 66 years 44 years 84 years 68 years 65 years

Date of first 30.06.2006 01.11.1994 28.07.2014 27.07.2002 28.01.2011 14.02.2019Appoint-ment on theBoard.

Terms and Please refer Please refer Please refer Please refer Please refer Please referconditions to the to the to the to the to the to theof Appoin- explanatory explanatory explanatory explanatory explanatory explanatorytment / re- statement. statement. statement. statement. statement. statement.Appoint-ment.

Details of He is a Non- No proposed ` 1,00,350/- He is a Non- He is a Non- He is a Non-Remuner- Executive increase in per month Executive Executive Executiveation Non his remun- plus other Independent Independent Independentsought to Independent eration. allowances Director Director Directorbe paid. Director and perqu- drawing drawing drawing

drawing isites. sitting fees. sitting fees. sitting fees.sitting fees.

Remuner- He is a Non- ` 2,50,000/- ` 1,00,350/- He is a Non- He is a Non- He is a Non-ation last Executive per month per month Executive Executive Executivedrawn Non plus other plus other Independent Independent Independent

Independent allowances allowances Director Director DirectorDirector and perqu- and perqu- drawing drawing drawingdrawing isites. isites in the sitting fees. sitting fees. sitting fees.sitting fees. capacity of

a CompanySecretary.

Brief He has He has vast She has He has He has He hasresume / several years knowledge in several years several years several years of several yearsexperience of working the area of of experience of working experience in of experienceand nature experience in Finance, in the field of experience in the field of in the field ofof his/her the field of Investment, Finance, the field of Finance, marketing ofexpertise Manufacturing, Trading, Accounts, Mechanical Accounts and chemicals andin specific Trading and Renewable Taxation and Engineering Taxation. allied products.functional Export. His energy Secretarial -Rly. &areas. pioneering business and matters. material

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work in also real Handling-introducing estate viz.: MiningHire Purchase Business. Equipmentsof the Comm- and Workshopercial vehicles Technology.in EasternIndia severalyears agoled to theformation ofNPR FinanceLtd. in 1989.

Qualification B.Com (Hons.). B.Com (Hons.). B.Com (Hons.). B.Sc., M.I.E. B.Com (Hons.). B.Com (Hons.).ACS & ACMA. (India), V.D.I. F.C.A., I.S.A.

(Germany),M.I.M.U. (UK).

Number of 4,47,358 10,27,370 Nil Nil Nil Nilshares held Equity Shares Equity Sharesin the representing representingCompany 7.46% (out of 17.15% (out ofas on the above, the above,31/03/2019. 1,06,470 2,33,160

Equity Shares Equity Sharesare held by him are held by himas a Karta of as a Karta ofvarious HUFs). various HUFs).

Names of 1. Ace Impex 1. Viewlink 1. Anaaya 1. RHS 1. Nutan 1. Ranjitaother comp- Pvt Ltd Highrise LLP Abeer Realty Conveyor Finvest Pvt Ltd Agenciesanies/LLPs LLP Engineering Privatein which the 2. NPR Motors 2. PTVM Pvt. Ltd. 2. Sunny Limitedperson also Private Limited Logistics LLP Realters Pvt. Ltd.holds the 2. New IndiaDirectorship/ 3. Rishi Motors 3. Frontline 3. Duggar Tannins Pvt Ltdis a Partner/ Pvt Ltd Global Services Agencies PvtDesignated Private Limited Ltd 3. RatingPartner. 4. Shristi Technology

Developers 4. Tamal 4. Innovative Private LimitedPrivate Limited Stationers Pvt. Connectivity &

Ltd. Sensing5. Rani solutionsLeasings & 5. GNB Motors Private LimitedFinance Private Private LimitedLimited

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6. Anuttam 6. Lime Light 5. Duggar EstateEnclave Private Holdings Pvt ManagementLimited Ltd Private Limited

7. Zee ABC 7. RegentAgro EnclaveIndustries Private LimitedPrivate Limited

8. Bengal NPRHousingDevelopmentLimited

9. RaniLeasings &FinancePrivate Limited

10. GNBInvestmentsPvt Ltd

11. E IInvestmentsPvt Limited

12. GlobalDevelopersPrivate Limited

13. DreamPropertiesPrivate Limited

14. SustaindiaTechnocratsPrivate Limited

15. Zee ABCAgroIndustriesPrivate Limited

NPR FINANCE LIMITED

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Number of Attended all the Attended three Attended all the Attended all the Attended three Attended oneMeetings of four (4) out of four (4) four (4) four (4) out of four (4) meeting of thethe Board meetings of the meetings of the meetings of the meetings of the meetings of the Board duringattended Board held Board held Board held Board held Board held the Financialduring the during the during the during the during the during the year 2018-19year (i.e. F.Y. Financial year Financial year Financial year Financial year Financial year (he was2018-19) 2018-19. 2018-19. 2018-19. 2018-19. 2018-19. eligible for

attending onemeeting since,he was appoi-nted at the lastmeeting of theBoard held inF.Y. 2018-19).

Member- Nil Nil Nil Nil Nil Nilships/Chairman-ships ofCommitteeson the Boardof otherCompanies.

Disclosure Belongs to the Belongs to the Not a relative Not a relative Not a relative Not a relativeof Relation- promoter group promoter group of any Director of any Director of any Director of any Directorships and is the and is the son of the of the of the of thebetween father of Mr. of Mr. Nandlal Company. Company. Company. Company.directors Pawan Kumar Todi (DIN -interse and Todi (DIN - 00581581),with the 00590156), Director.KMPs. Managing

Director.

Note:

1. Information pertaining to sitting fees/remuneration paid to the Director who is being appointed/re-appointed and numberof Board meetings attended by the respective director during the financial year 2018-19 is provided in the CorporateGovernance Report.

2. The proposal for appointment / re-appointment/continuation of appointment has been approved by the Board pursuant tothe recommendation of the Nomination and Remuneration Committee considering the concerned director’s skills, experienceand knowledge and positive outcome of performance evaluation.

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DISCLOSURE AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013(ITEM NOS. 9 AND 10)

I. GENERAL INFORMATION

1. Nature of Industry. Non-Banking Financial Company (NBFC)

2. Date or expected date of commencement Not Applicable.of commercial Production. -The Company is an existing company.

3. In case of new companies, expected date Not Applicable.of commencement of activities as perproject approved by financial institutionsappearing in the prospectus.

4. Financial performance based on given Particulars F.Y. 18-19 F.Y. 17-18 F.Y. 16-17indicators. (` In lakhs) (` In lakhs) (` In lakhs)

Total Revenue 3680.50 3576.85 4112.99

Profit After Tax 262.44 149.15 293.87

5. Foreign investments or Collaborators, if any. Not Applicable

II. INFORMATION ABOUT THE APPOINTEE

Particulars Mr. Pawan Kumar Todi Ms. Sarika Mehra

1. Background Details. Qualification: B.Com (Hons.). Qualification: B.Com (Hons.), ACS &ACMA.

2. Past Remuneration. Gross Remuneration: `2,50,000/- plus Gross Remuneration: `1,00,300/- plusother allowances and perquisites. other allowances and perquisites.

3. Recognition or awards. - -

4. Job profile and his suitability Mr. Pawan Kumar Todi (DIN-00590156) Ms. Sarika Mehra (DIN-06935192) hascontinues to play the pivotal role in several years of experience in theshaping the Company’s future with his fields of Finance, Accounts, Taxationadministrative skills, leadership qualities and Secretarial matters.and work experience.

5. Remuneration proposed As per the details given in Item No. 9 of As per the details given in Item No. 10the explanatory statement. of the explanatory statement.

6. Comparative remuneration The remuneration payable to the Managing Director and Whole-time Director hasprofile with respect to been benchmarked with the remuneration being drawn by similar positions inindustry, size of the industry. Further, the Nomination and Remuneration Committee of the Company,Company, profile of the while determining the remuneration of the Managing Director and the Whole-timeposition and person (in Director, has taken into account various factors, including their work experience,case of expatriates the positive outcome of performance evaluation and the Nomination and Remunerationrelevant details would be Policy of the Company.with respect to the countryof his/her origin).

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Particulars Mr. Pawan Kumar Todi Ms. Sarika Mehra

7. Pecuniary relationship Mr. Pawan Kumar Todi (DIN-00590156), Ms. Sarika Mehra (DIN-06935192) wasdirectly or indirectly with the Managing director of the Company is also the Executive Director and CompanyCompany, or relationship a promoter of the Company and is related Secretary till 31.03.2019 and waswith managerial personnel, to the entire Promoter Group. He is the drawing salary in the capacity of aif any. son of Mr. Nandlal Todi (DIN-00581581), company secretary till 31.03.2019. With

who is a promoter of the Company and effect from 01.04.2019, she hasalso the Chairperson of the Board of resigned from the post of companyDirectors. Mr. Pawan Kumar Todi secretary to facilitate suitable(DIN-00590156) draws remuneration in discharge of her directorial duties andthe capacity of Managing Director. His responsibilities. Accordingly, she isshareholding as on 31/03/2019 is : designated as the Executive Director10,27,370 Equity Shares representing and drawing salary in the capacity of a17.15% (out of the above, 2,33,160 whole time Director. Besides the above,Equity Shares are held by him as a Karta she does not have any other pecuniaryof various HUFs). relationship, directly or indirectly with

the Company or its managerialpersonnel. She is not a shareholder ofthe Company.

III. OTHER INFORMATION

1. Reasons of loss or inadequate profits The profits are inadequate due to low volume of business. TheCompany is following a cautious approach in expanding its businessoperations and expects a gradual expansion in its business operationsin the years to come.

2. Steps taken or proposed to be taken The Company is exploring suitable avenues in the NBFC sector,for improvement Renewable energy sector and the Real Estate sector and is hopeful

that, with a gradual rise in the growth prospects of the Indian Economyin the near future, the outlook of all the above sectors will graduallyimprove and would give a level playing field to the Company in realizingthe business objectives. .

3. Expected increase in productivity and The Company is expecting consistent profitability in the Money-profits in measurable terms changing and Wind power sectors.

For improving the income from NBFCs activities and the real estatesector, the Company is exploring suitable business opportunities forgrowth.

However, it be noted that Company’s expectations or predictions maybe ‘forward looking statements’ within the meaning of applicablesecurities laws and regulations. The actual results may differ materiallyfrom those expressed or implied, depending on various factorsincluding :- the demand supply conditions, change in governmentregulations, tax regimes, economic development within the country andabroad and such other incidental factors over which, the Companydoes not have any direct control.


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NPR FINANCE LIMITED

MAP (DIRECTION GUIDE) OF THE VENUE OF THE ANNUAL GENERAL MEETING Jhajharia Committee Room, Merchant Chamber of Commerce, 15-B, Hemanta Basu Sarani, 2nd Floor, Kolkata- 700 001. (Landmark: Near United Tower Building)

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Form No-MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s) :Registered address :E-mail Id :Folio No./Client Id. :DP ID :

I/We, being the member(s) of ……………………….shares of the above named Company hereby appoint:

(1) Name : ………………………………………………………..Address : ………………………………………………………E-mail Id : …………………………………………………….Signature : …………………….,or failing him

(2) Name : ………………………………………………………..Address : ………………………………………………………E-mail Id : ……………………………………………………..Signature : …………………….,or failing him

(3) Name : ………………………………………………………..Address : ………………………………………………………E-mail Id : …………………………………………………….Signature : …………………….

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual General Meeting of the Company, to be heldon Tuesday, 17th September, 2019 at Jhajharia Committee Room, Merchant Chamber of Commerce, 15-B, Hemanta Basu Sarani, 2nd Floor,Kolkata- 700 001 at 11.00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. RESOLUTIONS Optional*Ordinary Business For Against

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended31st March, 2019 and the Reports of the Auditors and Directors thereon.

2. To appoint a Director in place of Mr. Nandlal Todi (DIN 00581581) who retires by rotation and beingeligible, offers himself for re-appointment.

Special Business

3. Continuation of directorship of Mr. Nandlal Todi (DIN-00581581) as Non-Executive Non-independent Director.

4. Re-appointment of Mr. Rajendra Kumar Duggar (DIN-00403512) as a Non-Executive IndependentDirector of the Company, for a term of five consecutive years.

5. Re-appointment of Mr. Nitin Guha (DIN-01107480) as a Non-Executive Independent Director ofthe Company, for a term of five consecutive years.

6. Appointment of Mr. Ashok Dhirajlal Kanakia (DIN-00738955) as a Non-Executive IndependentDirector for a term of five years.

7. Substitution of Clause III. A. 4 of the Memorandum of Association of the Company.

8. Substitution of Clause 87(1) of the Articles of Association of the Company.

9. Re-appointment of Mr. Pawan Kumar Todi (DIN-00590156) as the Managing Director of theCompany, for a term of three consecutive years with effect from 1st November, 2019.

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Resolution No. RESOLUTIONS Optional*Special Business For Against

10. Re-appointment of Ms. Sarika Mehra (DIN-06935192) as a wholetime Director of the Company, fora term of three consecutive years with effect from 19th September, 2019.

11. Approval / Ratification of Related Party Transactions.

Signed this…………….day of…………..2019Signature of shareholder…………………………………….

Signature of Proxy holder(s)........................................

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the Meeting.

2. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of the 30th Annual General Meeting.

3. *It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or‘Against’ column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinksappropriate.

4. Please complete all details including details of member(s) in above box before submission.

Affix RevenueStamp not less

than Re.1/-

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ATTENDANCE SLIP

Annual General Meeting – 17th September, 2019

(To be handed over at the entrance of the Meeting Hall)

Folio No.:_________________ DP ID No.:___________________ Client ID No.:_______________________

Name of Member(s):_______________________________________________________________________

Name of the Proxyholder:___________________________________________________________________

Registered Address:_______________________________________________________________________

Number of Shares Held:____________________________________________________________________

I/We, hereby record my/our presence at the 30th Annual General Meeting of the Company on Tuesday, 17th September, 2019,at Jhajharia Committee Room, Merchant Chamber of Commerce, 15-B, Hemanta Basu Sarani, 2nd Floor, Kolkata- 700 001 at11.00 a.m.

____________________________________________

SIGNATURE OF THE MEMBER/REPRESENTATIVE/PROXY*

*Strike out whichever is not applicable

Note:

1. Please complete the Folio / DP ID-Client ID No. and name, sign this Attendance Slip and hand it over at the AttendanceVerification Counter at the ENTRANCE OF THE MEETING HALL.

2. Electronic copy of the Annual Report for 2018-19 and Notice of the Annual General Meeting (AGM) alongwithAttendance Slip and Proxy Form is being sent to all the members whose e-mail address is registered with theCompany/Depository Participant unless any member has requested for a hard copy of the same. Members receivingelectronic copy and attending the AGM can print copy of this Attendance Slip.

3. Physical copy of the Annual Report for 2018-19 and Notice of the Annual General Meeting alongwith Attendance Slipand Proxy Form is sent in the permitted mode(s) to all members whose e-mail is not registered or have requested fora hard copy.

1mm - bombay stock exchange · 2019. 8. 29. · 1mm finance limited npr hnonce unmed 9m august,...

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