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Coral India Finance & Housing Ltd.

BSE: 531556 Sector: Financials
NSE: CORALFINAC ISIN Code: INE558D01021
BSE LIVE 15:40 | 22 Nov 74.35 -1.70
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NSE 15:31 | 22 Nov 74.45 -2.55
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OPEN 76.00
PREVIOUS CLOSE 76.05
VOLUME 6118
52-Week high 105.10
52-Week low 21.08
P/E 33.80
Mkt Cap.(Rs cr) 371
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.00
CLOSE 76.05
VOLUME 6118
52-Week high 105.10
52-Week low 21.08
P/E 33.80
Mkt Cap.(Rs cr) 371
Buy Price 0.00
Buy Qty 0.00
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 23rd Annual Report together with theAudited Financial Statement for the year ended 31st March 2017.

FINANCIAL RESULTS

The performance during the period ended 31st March 2017 has been as under:

(Rupees in Lacs)
Particulars 2016-17 2015-16
Income 1359.12 1176.00
Expenditure 352.72 390.66
Earning before Tax 1006.40 785.33
Provision for Tax 197.37 153.27
Provision for Deferred Tax 2.34 2.43
Less: Income Tax Adjustments of earlier years 0.00 0.12
Earnings after Tax 811.37 634.36
Less: Proposed Dividend Tax on Dividend and Adjustment related to Fixed Assets 120.07 120.07
Balance Brought forward 6715.75 6201.46
Balance carried forward to Balance Sheet 7407.05 6715.75

DIVIDEND:

Your Directors are pleased to recommend dividend for the financial year 2016-2017 onthe Equity Shares of the Company of face value of Rs.2.00/- each at the rate of 10% (i.e.20 paisa** per equity share of the Company).

**On 23rd May 2017 the Board recommended a dividend @10% i.e. Re. 1 per Equity share.Pursuant to stock split of Equity Shares from the Face Value of Rs. 10/- per share to Rs.2/- per share for which shareholders consent was sought through Postal Ballot thedividend to be declared will stand as 20 paisa per Equity Share instead of Re. 1 perEquity.)

PERFORMANCE:

During the year under review the company posted Revenue of Rs. 1359.12 lacs ascompared to previous year Rs.1176.00 lacs. However the earnings after tax stood at Rs.811.37 lacs as compared to Rs. 634.36 lacs during the previous year.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve. An amountof Rs. 691.30 lacs is proposed to be retained in the Statement of Profit and Loss.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015 entered with Stock Exchanges the Management Discussionand Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTYDISCLOSURES:

As required under Regulation 34 of the SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015 with Stock Exchanges the disclosure in compliance withthe accounting standard on "related party disclosures" are enclosed as a part ofthis report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015. A report on Corporate Governance is included as a part ofthis Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing CompanySecretaries confirming the compliance with the conditions of Corporate Governance asstipulated under (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 isincluded as a part of this report.

The Company is regularly complying with Corporate Governance practices and alsouploading the information under Corporate Filing & Dissemination System (corpfiling).Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES)enabling the investors to register their complaints if any for speedy redressal.

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 Company is not trading on NSE. TheCompany confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE andNSE where the 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.

96.11%of the Company's paid up Equity Share Capital is in dematerialized form as on31st March 2017 and balance 3.89 % is in physical form. The Company's Registrars are LinkIntime India Private Limited C-101 247 Park L.B.S. Marg Vikhroli (West) Mumbai - 400083.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2017.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

INTERNAL CONTROL SYSTEMS AND 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):

The Company is committed to good Corporate Citizenship. As a part of its corporatesocial responsibility the Company continues to undertake a range of activities includingpreventive healthcare. The CSR policy of the Company is placed on the website of thewww.coralhousing.in/investors.

During the year under review the Company was supposed to spent Rs.1651918/-on itsvarious CSR activities whereas the Company has spent Rs.1895485/- during the year underreview.

In accordance with the provisions of Section 135 of the Companies Act 2013 anabstract on Company's CSR activities is furnished as Annexure E to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND 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):

There was no change in Directors or Key Managerial Personnel (KMP) in the financialyear 2016-2017.

(II) Events occurred between the end of the financial year of the Company and date ofthis report:

At the Board Meeting held on 5th June 2017 Mr. Sachin Doshi (Director and ChiefFinancial Officer) have tendered his resignation and replaced by Mr. Kishor Mehta(Director and Chief Financial Officer) on that date.

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.

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 as perRegulation 17(1) of the SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015.

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective internal control and risk – mitigation system whichare constantly assessed and strengthened with new/revised standard operating procedures.The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to Mr.Arvind Rajput. The main thrust of internal audit is to test and review controls appraisalof risks and business processes besides benchmarking controls with best practices in theindustry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observation and corrective actions taken by the management are presentedto the Audit Committee of the Board. To maintain its objectivity and independence theinternal Audit function reports to the Chairman of the Audit Committee.

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

The information required under Section 197 of the Companies Act 2013 read withCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 in 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 2017 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. Mrs. Sheela Kamdar Director acts as Chairpersonto the Audit Committee.

The Composition of Audit Committee comprises the following:

Sr. No. Name of the Director Designation in Committee Nature of Directorship
1 Mrs. Sheela Kamdar Chairperson Non Executive-Independent Director
2 Mr. Sharad Mehta Member Non Executive-Independent Director
3 Mr. Sachin Doshi Member (upto 5th June 2017) Non Executive Director & CFO
4 Mr. Kishor Mehta Member (w.e.f. 5th June 2017) Non Executive Director & CFO

(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 Mrs. Sheela Kamdar Chairperson Non Executive-Independent Director
2 Mr. Sharad Mehta Member Non Executive-Independent Director
3 Mr. Sachin Doshi Member (upto 5th June 2017) Non Executive Director & CFO
4 Mr. Kishor Mehta Member (w.e.f. 5th June 2017) Non Executive Director & CFO

(iii) Stakeholders Relationship Committee:

The Composition of Stakeholders Relationship Committee comprises the following:

Sr. No. Name of the Director Designation in Committee Nature of Directorship
1 Mrs. Sheela Kamdar Chairperson Non Executive-Independent Director
2 Mr. Sharad Mehta Member Non Executive-Independent Director
3 Mr. Sachin Doshi Member (upto 5th June 2017) Non Executive Director & CFO
4 Mr. Kishor Mehta Member (w.e.f. 5th June 2017) Non Executive Director & CFO

AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

The Companies Act 2013 was notified effective April 1st 2014; Section 139 of the Actlays down the criteria for appointment and mandatory rotation of Statutory Auditors.Pursuant to Section 139 of the Act and the Rules made thereunder it is mandatory torotate the statutory auditors on completion of two terms of five consecutive years. TheRules also lay down the transitional period that can be served by the existing auditorsdepending on the number of consecutive years for which an audit firm has been functioningas auditor in the same company.

The incumbent auditors M/s. M. A. Parekh & Associates Chartered Accountantshaving (Registration number 121973W) have served the company for over 10 years before theAct was notified and will be completing the maximum number of transitional period (threeyears) at the ensuing Annual General Meeting (AGM). The Audit Committee of the company hasproposed and the Board has recommended the appointment of M/s. HASMUKH SHAH & CO. LLPChartered Accountants (FRN: 103592W/W-100028) as the Statutory Auditors of the CompanyM/s. HASMUKH SHAH & CO. LLP Chartered Accountants (FRN: 103592W/W-100028) will holdoffice for a period of five consecutive years from the ensuing Annual General Meeting.

The Company has received consent from M/s. HASMUKH SHAH & CO. LLP CharteredAccountants (FRN: 103592W/W-100028) who is willing to act as a Statutory Auditor of theCompany. The Company has also received a confirmation from the said Auditors that they arenot disqualified to act as the Statutory Auditors and are eligible to hold the office asAuditors of the Company.

AUDITORS' REPORT/ SECRETARIAL AUDIT 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 100 percent of Promoters Shares are not in Demat form. The Company has alreadyinitiated the process of Demating the balance physical holding of Promoter's Shares.However the Company would ensure in future that all the provisions are complied with tothe 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 2014 the Extract of Annual Return (Form No. MGT-9)as on the financial year ended on 31st March 2017 is 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 (04) times during the financial year i.e. on30th May 2016 10th August 2016 25th October 2016 and 30th January 2017 respectivelyin respect of which proper notices were given and the proceedings were properly recordedand signed 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 Four (04) times during the financial year i.e. on 30thMay 2016 10th August 2016 25th October 2016 and 30th January 2017 respectively inrespect of which proper notices were given and the proceedings were properly recorded andsigned in the Minute Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the Listing Obligations and Disclosure Requirements Regulations2015 a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished.

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 under investors/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.pdfunderinvestors/ 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 / behavior 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 websitehttp://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdfunderinvestors/Policies/ code of conduct

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting 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 &Regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a business risk management committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theBoards 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 BY THE REGULATORS:

During the year under review the certificate of registration granted to the companyto carry business as Non-Banking Financial Institution (NBFI) has been cancelled by theReserve Bank of India with effect from 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 2016-17 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31stMarch 2017.

ACKNOWLEDGMENT:

We take this opportunity to express our deep sense of gratitude to Securities andExchange Board of India BSE Limited (BSE) National Stock Exchange of India Limited(NSE) Registrar of Companies National Securities Depository Limited Central DepositoryServices (India) Limited M/s. Link Intime India Private Limited Bankers and otherGovernment Agencies and shareholders for their continued support.

By Order of the Board
For Coral India Finance & Housing Limited
Sd/- Sd/-
Navin B. Doshi Kishor Mehta
Place : Mumbai Managing Director Additional Director &
Date : 25th July 2017 (DIN : 00232287) Chief Financial Officer
(DIN: 00235120)