DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting the 25th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014. DIVIDEND Profit after Tax for the Financial Year ended 31 st March, 2014 has increased in comparison to Previous Year, however, such increase is by & large attributable to interest income on Inter Corporate Deposits Given. Company was forced to scale down the Vehicle Financing operation being Core Business Activity of the Company in view of stiff competition from Banks & other large market players and also to control the rising level of Non Performing Assets. Further, Company has already obtained approval of shareholders in the previous Annual General Meeting of the Company to commence the activity of real estate development and undertaking construction projects for diversification and in view of the same, Board of Directors feel that it is necessary to conserve financial resources and internal accruals of the Company. Therefore, Board of Directors, in view of long term interest of shareholders has not recommended any dividend in respect of financial year under review. DIRECTORS Mr. Nand Lal Todi being Promoter Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Pawan Kumar Todi has been reappointed as the Managing Director for a period of five years effective from 1 st November, 2014. Further Ms. Sarika Mehra, Executive Vice-President & Company Secretary has been appointed as an Additional Director of the Company with effect from 28th July, 2014 and as such she is to hold office till the conclusion of the ensuing Annual General Meeting of the Company. Notice has been received from the member signifying her intention to propose Ms. Sarika Mehra as Executive Director and Company Secretary of the Company for a period of Five years from the conclusion of the ensuing Annual General Meeting. The Board of Directors recommends her appointment as Executive Director and Company Secretary of the Company. Re-appointment of Mr. Pawan Kumar Todi as Managing Director and appointment of Ms. Sarika Mehra as Executive Director and Company Secretary are subject to the approval of the shareholders at the ensuing Annual General Meeting. INDEPENDENT DIRECTORS Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1 st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. Presently, Shri Nitin Guha, Shri Arun Charan Mukherji and Shri Rajendra Kumar Duggar are the Independent Directors of the Company. As per their existing terms of appointment, Mr. Rajendra Kumar Duggar is liable to retire by rotation at the ensuing Annual General Meeting of the Company. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh for a fixed period of up to 5 years. The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration,and other disciplines related to Company's business. Keeping in view, the educational/ professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the conclusion of 25th Annual General Meeting of the Company. The Company has received the notices in writing from members proposing the candidature of the above mentioned persons for the office of Directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirmx- i. that in the preparation of the Company's Annual Accounts for the period ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures; ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the directors had prepared the annual accounts on a going concern basis. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company's website (www.nprfinance.com), as also on the Ministry of Corporate Affairs' website. LISTING The equity shares continue to be listed on the BSE Limited (BSE) which has nation-wide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid the annual listing fee for the financial year 2014-15 to BSE Limited. CORPORATE GOVERNANCE REPORT Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report. MANAGEMENT DISCUSSION AND ANALYSIS In accordance with the listing requirement, the Management Discussion and Analysis forms part of this Report. STATUTORY AUDITORS M/s. R. P. Boobna & Co., Chartered Accountants of 209, A.J.C. Bose Road, "Karnani Estate", 2nd Floor, Room No. 87, Kolkata 700 017 retire from the office of the Auditors and being eligible offer themselves for re-appointment. INDEPENDENT AUDITORS' REPORT Independent Auditors' Report is self explanatory and hence does not require any further explanations. COST AUDITORS M/s. M.G. Associates, Cost Accountants, having registered office at Mishra Niwas, Punjabi Para (Chitra), P.O.-Radhanagar Road, Burnpur-713 325 retire from the office of the Cost Auditors and have been re-appointed at the Board Meeting to conduct Cost audit for the Financial Year 2014-2015. In terms of Section 148 of the Companies Act, 2013 read with the Rules thereof, the remuneration payable to the Cost Auditors for the year ending 31st March, 2015 is being placed for ratification by the shareholders at the forthcoming Annual General Meeting. PUBLIC DEPOSIT Public Deposit as on 31st March, 2014 including interest accrued but not due was nil (Previous year - 80.51 lacs) as the Company has repaid the entire Public Deposits including interest thereon on 20th March, 2014. Further, the Company has surrendered Certificate of Registration to the Reserve Bank of India for conversion from Deposit taking Non Banking Financial Company (NBFC) to Non Deposit taking NBFC. PRUDENTIAL NORMS FOR NBFC's Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements. PARTICULARS OF EMPLOYEES The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has no activity relating to conservation of energy and technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956. The Company does not have Foreign Exchange earnings and outgo during the financial year under review. GREEN INITIATIVE To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Niche Technologies Private Ltd, if shares are held in physical mode or with their DP, if the holding is in electronic mode. Electronic Copies of the Annual Report 2014 and Notice of the 25th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members who have not registered their email address, physical copies of the Annual Report 2014 and Notice of the 25th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Ms. Sarika Mehra, Director & Company Secretary of the Company. The Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Company's (Management and Administration) Rules, 2014. The instruction for e-voting is provided in the notice. ACKNOWLEDGEMENT Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels. The Directors look forward to their continued support in future. On Behalf Of The Board Of Directors Arun Charan Mukherji Chairman Din - 00063975 Dated : 28th July, 2014 Place : Kolkata |