You are here » Home » Companies » Company Overview » Coral India Finance & Housing Ltd

Coral India Finance & Housing Ltd.

BSE: 531556 Sector: Financials
NSE: CORALFINAC ISIN Code: INE558D01013
BSE LIVE 15:40 | 08 Dec 160.15 -8.95
(-5.29%)
OPEN

169.50

HIGH

170.70

LOW

159.90

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 169.50
PREVIOUS CLOSE 169.10
VOLUME 85286
52-Week high 182.20
52-Week low 49.00
P/E 21.85
Mkt Cap.(Rs cr) 159.83
Buy Price 160.25
Buy Qty 15.00
Sell Price 0.00
Sell Qty 0.00
OPEN 169.50
CLOSE 169.10
VOLUME 85286
52-Week high 182.20
52-Week low 49.00
P/E 21.85
Mkt Cap.(Rs cr) 159.83
Buy Price 160.25
Buy Qty 15.00
Sell Price 0.00
Sell Qty 0.00

Coral India Finance & Housing Ltd. (CORALFINAC) - Director Report

Company director report

Dear Member(s)

Your Directors have pleasure in presenting the 21st Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The performance during the period ended 31st March 2015 has been as under:

(Rupees in Lacs)

Particulars 2014-15 2013-14
Income 1937.00 1368.51
Expenditure 635.95 528.94
Earning before Tax 1301.04 839.57
Provision for Tax 270.00 166.00
Provision for Deferred Tax 1.10 0.36
Less: Income Tax Adjustments of earlier years NIL 4.95
Earnings after Tax 1032.14 668.25
Less: Proposed Dividend Tax on Dividend and Adjustment related to Fixed Assets 119.03 116.71
Balance Brought forward 5288.35 4736.81
Balance carried forward to Balance Sheet 6201.46 5288.35

DIVIDEND:

Your Directors are pleased to recommend dividend for the financial year 2014-2015 onthe Equity Shares of the Company of face value of Rs.10.00/- each at the rate of Re.1/-(i.e. 10%) per equity share of the Company.

PERFORMANCE:

During the year under review the company posted Revenue of Rs. 1937.00 lacs ascompared to previous year Rs.1368.51 lacs. However the earnings after tax stood atRs.1032.14 lacs as compared to Rs.668.25 lacs during the previous year.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve. An amountof Rs.913.11 Lacs is proposed to be retained in the Statement of Profit and Loss.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERSINFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing CompanySecretaries confirming the compliance with the conditions of Corporate Governance asstipulated under Clause49 of the Listing Agreement is included as apart of this report.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange (BSE)and National Stock Exchange (NSE). The scrip code number of the Equity shares of theCompany on BSE is 531556 and CORALFINAC on NSE. The trading in the Securities of theCompany has been resumed in "T" group. The Company is not trading on NSE. TheCompany confirms that it has paid the Annual Listing Fees for the year 2015-16to BSE wherethe Company's Shares are listed.

DEMATERIALIZATION:

The Equity shares of the Company can be held in dematerialized form. The Company hassigned the tripartite agreement with National Securities Depository Limited and CentralDepository Services (India) Limited and existing Registrar & Transfer Agent fordematerialization of existing holding of the shareholders.

The International Securities Identification Number allotted to the Company isINE558D01013. The equity shares of the Company are listed at Bombay Stock Exchange Limitedand National Stock Exchange.

89.77% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2015 and balance 10.23% is in physical form. The Company's Registrars are LinkIntime India Private LimitedC-13 Pannalal Silk Mills Compound L. B. S. Marg Bhandup(West) Mumbai-400078.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section73and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans guarantees and investment have been disclosed in the notes tothe financial statements.

INTERNAL CONTROL SYSTEMSAND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations and the nature of its business for the purchase ofinventories fixed assets and for the sale of goods. There is no continuing failure tocorrect major weaknesses in internal control system.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

During the financial Year 2014-2015 the Company has not made any contribution toCorporate Social Responsibility as the Company was identifying the right avenue. TheCompany has as on the date of signing the report initiated the policy of contributingtowards Corporate Social Responsibility.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGAND OUTGO:

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company yourDirectors have nothing to report with regard to conservation of energy as required underthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industryand has adopted the state of the art transaction billing and accounting systems and alsorisk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure-Nil (previous year Nil).

STATE OF AFFAIRS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Changes in Directors and Key Managerial Personnel (KMP):

(a) At the Board meeting held on 28th January 2015 your Company has appointed Mr.Sachin N. Doshi as 'Chief Financial Officer (CFO)' and 'Key Management Personnel (KMP)'and Ms. Manorama A. Yadav as Company Secretary (CS)'and 'Key Management Personnel (KMP)'ofthe Company.

(b) In accordance with the provision of Section 152(6) (a) of the Companies Act 2013and the Articles of Association of the Company Mr. Sachin N. Doshi (DIN: 00259986) of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment. Your Board recommends his re-appointment.

(c) Confirmation of Appointment:

Pursuant to the provisions of the section 161(1) of the Companies Act 2013 read withthe Articles of Association of the company Mrs. Sheela Kamdar (DIN: 06948522) isappointed as Additional Director and she shall hold office only up to the date of thisAnnual General Meeting and being eligible offer herself for appointment as an IndependentDirector.

(d) Appointment of Independent Directors:

Pursuant to Section 149 and other applicable provisions of the Companies Act 2013your Directors are seeking appointment of Mrs. Sheela R.Kamdar (DIN: 06948522) asIndependent Directors for five consecutive years starting from 14th September 2015.Details of the proposal for appointment of Mrs. Sheela R. Kamdar (DIN: 06948522) ismentioned in the Explanatory Statement under Section 102 of the Companies Act 2013 of theNotice of the Annual General Meeting.

(ii) Appointment of Independent Director:

(a) At the Annual General Meeting of the members of the Company held on 26th September2014 your Company has appointed the following persons as the Independent Directors of theCompany:

Sr. No. Name of the Director DIN Designation Date of Appointment as on Independent Director
1. Dr. Sharad R. Mehta 02555772 Independent Director 26th September 201 4
2. Ms. Ami M. Shah 02533591 Independent Director 26th September 201 4

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as Clause49 of the Listing Agreement.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance Requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc:.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued there under and Clause 49 of the ListingAgreement the Board of Directors at their meeting held on 11th AUGUST 2014 formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The salient aspects covered in the Nomination andRemuneration Policy covering the policy on appointment and remuneration of Directors andother matters have been outlined in the Corporate Governance Report which forms part ofthis Report.

The information required under Section 197 of the Companies Act 2013 read withCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014in respect ofDirectors/ employees of your Company is set out in "Annexure [C]" to thisReport.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act 2013 Directors of your Companyhereby state and confirm that

(a) In the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COMMITTEES:

(i) Audit Committee:

The Board has constituted a well-qualified Audit Committee with majority of them areIndependent Directors including Chairman. They possess sound knowledge on accounts auditfinance taxation internal controls etc. Ms. Ami M. Shah Director acts as Chairperson tothe Audit committee.

(a) (i) The Composition of Audit Committee comprises the following:

Sr. No. Name of the Director Designation in Committee Nature of Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive (Independent)
2. Dr. Sharad R.Mehta Member Non-Executive (Independent)
3. Mr. Sachin N. Doshi Member Non-Executive

(ii) Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee comprises the following:

Sr. No. Name of the Director Designation in Committee Nature of Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive (Independent)
2. Dr. Sharad R. Mehta Member Non-Executive (Independent)
3. Mr. SachinN.Doshi Member Non-Executive

(iii) Stakeholders Relationship Committee:

The Composition of Stakeholders Relationship Committee comprises of the following:

Sr. No. Name of the Director Designation in Committee Nature of Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive (Independent)
2. Dr. SharadR. Mehta Member Non-Executive (Independent)
3. Mr. Sachin N. Doshi Member Non-Executive

AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

M/s. M. A. Parekh & Associates Chartered Accountants having (Registration number121973W) Mumbai the Statutory Auditors of the Company hold the office up to theconclusion of the ensuing Annual General Meeting and being eligible offers themselves forre-appointment for the financial year 2015-2016. Your Company has received written consentand a certificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued there under.

As required under Clause 49 of the Listing Agreement The Audit Committee and the Boardof Directors recommend the appointment of M/s.M. A. Parekh & Associates CharteredAccountants as the Auditors of your Company-for the financial year 2015- 16 till theconclusion of the next AGM. The Auditors' Report for the financial year 2014-15 does notcontain any qualification reservation or adverse remark.

AUDITORS' REPORT/ SECRETARIALAUDIT REPORT:

The Auditors have referred to certain routine matters in their report and therespective notes to the accounts are self-explanatory.

As required under Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/S Uma Lodha & Co. Practicing Company Secretary to conduct the SecretarialAudit of your Company. Certain reservations and observations made in the report withregard to non-appointment of internal Auditor. The Company is still looking for the rightprofessional and that 100 percent of Promoter's Shares are not in Demat form. The Companyhas already initiated the process of demating the balance physical holding of Promoter'sShares. However the Company would ensure in future that all the provisions are compliedwith to the fullest extent.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/S Uma Lodha & Co. Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as"Annexure- [B]" to this Report.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rule 2014the Extract of Annual Return (Form No. MGT-9)as on the financial year ended on 31st March 2015is enclosed as "Annexure- [A]"to the Directors' Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:

Your Board of Directors has duly met four (4) times during the financial year i.e.on30th May 2014 11th August 2014 31st October 2014 and 28th January 2015 respectively inrespect of which proper notices were given and the proceedings were properly recorded andsigned in the Minute Book maintained for the purpose. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

The Audit Committee has duly met five (5) times during the financial year. i.e. on 30thMay 201411th August 201431st October 20142nd January 2015 and 28th January 2015respectively in respect of which proper notices were given and the proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY: In pursuant to the provisions of section177(9) & (10)of the Companies Act2013a Vigil Mechanism for Directors and employeesto report genuine concerns has been established.

The purpose of the "Whistle Blower Policy" is to allow employees to raiseconcerns about unacceptable improper or unethical practices being followed in theorganization. They will be protected against any adverse action and/or discrimination as aresult of such a reporting provided it is justified and made in good faith. The Chairmanof the Audit Committee has been designated for the purpose of receiving and recording anycomplaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.coralhousing.in/pdf/ Policies/ Whistle-Blower-Policy.pdf underinvestors/policies/Whistle-Blower Policy link.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were inthe ordinary course of the business. There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure-D. The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company athttp://www.coralhousing.in/pdf/Policies/Related-Party-Transaction-Policy.pdf underinvestors/ policies /Related Party Policy link.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website http://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdf underinvestors/Policies/ code of conduct The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. The Code gives guidancethrough examples on the expected behavior from an employee in a given situation and thereporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the Company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

SIGNIFICANT/MATERIAL ORDERS PASSED BYTHE REGULATORS:

During the year under review the certificate of registration granted to the companyto carry business as Non-Banking Financial Institution (NBF!) has been cancelled by theReserve Bank of India w.e.f. 26th August 2014

General

a) Your Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the financial year 2014-15 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2015.

ACKNOWLEDGMENT:

We take this opportunity to express our deep sense of gratitude to Securities andExchange Board of India Bombay Stock Exchange Limited (BSE) National Stock Exchange ofIndia Limited (NSE) Registrar of Companies National Securities Depository LimitedCentral Depository Services (India) Limited M/s. Link Intime India Private LimitedBankers and other Government Agencies for their continued support.

By Order of the Board

For Coral India Finance & Housing Limited

sd/- sd/
Navin B. Doshi Sachin N. Doshi
Managing Director Director & Chief Financial Officer
Place: Mumbai
Date: 28th July 2015

ANNEXURE B

Form MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204 (1) of the Companies Act2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

To

The Members of Coral India Finance & Housing Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovision and the adherence to good corporate practices by M/s.Coral India Finance& Housing Limited (hereinafter called "the Company"). Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M/s.Coral India Finance & Housing Limitedbooks papers minute books forms and returns filed and other records maintained by theCompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit We hereby report thatin my opinion the Company has during the audit period covering the financial year ended31stMarch 2015complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminutes' books forms and returns filed and other records maintained by M/s. CoralIndia Finance & Housing Limited for the financial year ended 31st March 2015according to the provisions of:

(i) The Companies Act2013 (the Act)and the rules made there under;

(ii) The Securities Contracts (regulation) Act1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act1996 and the Regulations any Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act1999and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992('SEBIAct')

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosurerequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme Guidelines 1999; Not applicable to the Company for theyear under review; (e) The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008; Not applicable to the Company for the year underreview;

(f) The Securities and Exchange Board of India (Registrars to issue and Share TransferAgents) Regulations "1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 and Not applicable to the Company for the year under review;

(h) The Securities and Exchange Board of India (buyback of Securities) Regulations1998; Not applicable to the Company for the year under review;

(vi). Other Applicable laws:

• The payment of Bonus Act 1965 and rules made there under.

• Payment of Gratuity Act 1972 and rules made there under. Acts as prescribedunder Direct tax and indirect tax.

We 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 Agreements entered into by the company with BSE Ltd. and NationalStock Exchange of India Limited.

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

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes. We further report that there are adequate systems andprocesses in the company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

The Company has failed to comply with the necessary provisions of Section 138of the Companies Act 2013. As per section 138 of Indian Companies Act 2013 read with Rule13 Of Companies (Accounts) Rules 2014 the Company was required to appoint InternalAuditors. During the year under review the Company has failed to appoint an internalAuditor.

The Shareholding of promoters is not 100percent in Demat form.

We further report that during the audit period there were no major events which hadbearing on the Company's affairs in pursuance of the above referred laws rulesregulations guidelines etc.

Uma Lodha
Uma Lodha &Company
Proprietor
Place: MUMBAI ACS/PCS No.: 5363
Date: 28thJuly 2015 C.P. No. 2593

Note: This report is to be read with our letter of even date which is annexed as'ANNEXURE B(i)' and forms an integral part of this report.

ANNEXURE B(i)'

To

The Members

Coral India Finance & Housing Limited

Our report of even date is to be read along with this letter.

• Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

• We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

• We have not verified the correctness and appropriateness of financial recordsand Books of Accounts of the company.

• Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

• The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

• The Secretarial Audit report is neither an assurance as to the future viabilityof the company nor of the efficacy or effectiveness with which the management hasconducted the affairs of the company.

Uma Lodha
Um a Lodha & Company
Proprietor
Place: MUMBAI ACS/PCS No.: 5363
Date: 28th July2015 C.P. No. 2593

Annexure [C] to Board's Report

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

a. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Non-executive Directors Total Remuneration (Rs) Ratio to the median remuneration
Mr. Sachin N. Doshi* 900000/- 2.58
Executive Directors
Mr. Navin B. Doshi 2400000/- 6.89

Notes:

1. Mr. Sachin N. Doshi has been appointed as Chief Financial Officer (CFO) of theCompany w.e.f. 28th January 2015. Accordingly the remuneration shown above is part ofthe salary which is paid in the capacity of Director (i.e. Rs.900000/-) and part salaryis paid in the capacity of CFO (Rs.750000/-).

2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2014-15

3. Median remuneration of the Company for all its employee is Rs. 348554/-for thefinancial year 2014-15.

4. Median remuneration of the Company for all its employee is Rs. 211849/- for thefinancial year 2013-14.

The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. Navin B. Doshi (Managing Director) 0.0%
Mr. Sachin N. Doshi (Director/CFO) 0.0%
Ms. ManoramaA.Yadav (Company Secretary) 0.0%

The percentage increase in the median remuneration of all employees in the financialyear 2014-15:

201 4-1 5 (Rs.) 201 3-1 4 (Rs.) Increase (%)
Median remuneration of all employees per annum 348554 211849 64.53%

The number of permanent employees on the rolls of Company as on 31st March 2015:

Executive/Manager cadre 3
Staff 6
Operators/Workmen 0
Total 9

e. The explanation on the relationship between average increase in remuneration andCompany performance:

The increase in average remuneration of all employees in the financial year 2014-15 ascompared to the financial year 2013-14 was 102%

The key indices of Company's performance are:

(Rs. In Lacs)
2014-15 2013-14 Growth (%)
Net Revenue from operations 1937.00 1368.50 41.54%
Profit Before Tax and Exceptional Items 1301.04 839.50 54.98%
Profit After Tax 1032.14 668.25 54.45%

f . Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

There is no change in the remuneration of Key Managerial Personnel whereas the ProfitBefore Tax and exceptional items increased by 54.98% in 2014-15 compared to 2013-14.

g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 201 5 March 31 201 4 % Change
Market Capitalisation (Rs. in crores) 49.38 27.93 76.80%
Price Earnings Ratio 4.78 4.18 14.35%

Percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 201 5 January 15 1996 % Change
(IPO)
Market Price (BSE) 49.50 10 395%
Market Price (NSE) NT. NT. -

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around Rs.216128/- However during the course of theyear the total increase is approximately 102% after accounting for promotions and otherevent based compensation revisions.

Increase in the managerial remuneration for the year was NIL.

Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

Particulars 2014-15 2013-14 Increase (%)
Average Salary of all employees (Other than Key Managerial Personnel) 429085 212957 102%
Key Managerial Personnel
-Salary of MD 2400000 2400000 -
-Salary of CFO&CS 800000 - -

k. The key parameters for any variable component of remuneration availed by theDirectors:

The key parameters for the variable component of remuneration to the Directors aredecided by the Nomination and Remuneration Committee in accordance with the principleslaid down in the Nomination and Remuneration Policy. Following are major principles fordetermining remuneration to the Directors:

(i) Evaluate the performance of the Managing Director and determine the Executivecompensation: The Committee shall evaluate the performance of the Managing Director bysetting his Key Performance Objectives at the beginning of each financial year. TheCommittee shall also approve his/her/their compensation package(s) in accordance withapplicable laws in line with the Company's objectives shareholders' interestscomparable with industry standards and which shall have an adequate balance between fixedand variable component.

(ii) Review performance and compensation of senior management: The Committee shallreview the performance of the senior management of the Company. The Committee shall ensurethat the remuneration to the Key Managerial Persons and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

I. There are no employees of the Company who receive remuneration in excess of thehighest paid director of the Company. m. Affirmation that the remuneration is as per theremuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company. Thestatement containing particulars of employees as required under Section 197(12) of the Actread with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary.

Annexure [D] to Board's Report

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below:

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis:

Sr. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any NIL
e) Justification for entering into such contracts or arrangements or transactions
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section188

2. Details of material contracts or arrangements or transactions at Arm's lengthbasis:

Sr. No. Particulars Details
a) Name (s) of the related party
b) Nature of Relationship
c) Nature of contracts/arrangements /transaction
d) Duration of the contracts/arrangements/transaction Salient terms of the contracts or arrangements or transaction Justification for entering into such contracts or arrangements or transactions NIL
g) Date of approval by the Board
h) Amount incurred during the year (Rs.In lacs)

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard