Coral Newsprints Ltd.
|BSE: 530755||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE715D01019|
|BSE 05:30 | 01 Jan||Coral Newsprints Ltd|
|NSE 05:30 | 01 Jan||Coral Newsprints Ltd|
|BSE: 530755||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE715D01019|
|BSE 05:30 | 01 Jan||Coral Newsprints Ltd|
|NSE 05:30 | 01 Jan||Coral Newsprints Ltd|
FOR THE FINANCIAL YEAR 2015-2016.
CORAL NEWSPRINT LIMITED
Your Directors take pleasure in presenting herewith 24th Annual Report on theworking results of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2016.
1. Financial Highlights (Standalone)
i) Shareholders will be glad to note that for current financial year ending 31.03.2016after depreciation company earned handsome profit amounting to Rs. 24.31 Lakhs as comparedto loss of Rs. (-25.67) Lakhs last year & during the current year under review companyearned cash Profit of Rs. 40.75 Lakhs for the financial year ending 31.03.2016 as againstcash loss of Rs. 9.76 Lakhs for the financial year ending 31.03.2015.
ii) During the financial year ended 31st of March 2016 also company really suffered onaccount of major power cuts & irregular supply of electricity by UPSEB apart fromincrease in tariff rates; however company managed to show good results in compare toprevious year.
iii) During the year under review company could manage to pay a sum of Rs 18. Lakhsonly to Jalan Group as per the order of Arbitrator High Court dated 15.12.2010 due tofinancial Crunch however company is making rigorous efforts to pay pending amount of Rs.105 Lakhs to Jalan Group.
iv) FUTURE PLANS & OPERATIONS:
Management of the Company has already taken several steps to modernize its plant atGajraula District Amroha U.P by adopting new technology. During the year under reviewcertain old machinery was also replaced by Company & spent a sum of Rs 1.54 Lakhs ForPollution control Board requirements. Management also intends to upgrade the quality ofnewsprint for better penetration for the possibilities of Export & in the localmarket. With additional equipments Company also intends to increase production capacityfor the next financial year. Management of the company wish to invest a sum of Rs. 75Lakhs towards up-gradation of Machinery.
Shri Atul Kumar Jain Shri Mahesh Kumar Sodani & Shri P.P.S Chauhan Directors ofthe company who retire by rotation u/s 152 of the companies Act 2013 from the board atthe 24th Annual General Meeting and being eligible offers themselves for re-appointment.
M/S. L.N. Malik & Co. (Firm's Registration No: 015992N) Statutory Auditors of YourCompany retires at this Annual General Meeting and are eligible for re-appointment.Members are requested to re-appointment Auditors until the conclusion of next AnnualGeneral Meeting and authorize directors to fix their remuneration. Certificate from theAuditors has been received to the effect that their reappointment if made would bewithin the limits prescribed under section 139 142 of the companies Act 2013.
The notes on accounts and observations of the Auditors in their report on the accountsof the Company are selfexplanatory and therefore in the opinion of Directors do not callfor any further explanation.
3. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134 of the Companies Act 2013 your Directors state that;
In the preparation of the annual accounts. The applicable accounting standards havebeen followed with proper explanation relating to Material aspects.
i.) Appropriate accounting policies have been selected and applied consistently andhave made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31.03.2016 and of the Loss ofthe Company for that period;
ii.) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iii.) The annual accounts have been prepared on a going concern basis.
iv.) As company is a listed company Directors had laid down internal financialcontrols to be followed by the company and those such internal financial controls areadequate and were operating effectively.
v.) Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
For the year under review though the Company did earned profit however due to hugeprevious year losses directors of the company did not declare any dividend for theshareholders of the Company for this year as well. Directors of the company are hopefulthat for next year company will be able to much better results in compare to thisfinancial year.
5. ENERGY CONSERVATION TECHNOLOGY ABSORPTION R & D CELL AND FOREIGN EXCHANGEEARNING & OUTGO.
The details required under the Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules 1988 are annexed to this report as Annexure - I
6. BOARD OF INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)
The Company was declared sick by BIFR way back in 2000. Board of Industrial &Financial Reconstruction (BIFR)
has appointed Punjab National Bank as operating agency. The Company has submittedrevised rehabilitation scheme several times to BIFR finally DRS of the company wasapproved. As a matter of fact company is out of BIFR except small issue going on with UPFCfor DADP interest against which UPFC is in AIFR & next date of AIFR is on 14th ofSeptember 2016.
7. PARTICULARS OF EMPLOYEES & DISCLOUSURE OF INFORMATION
During the year under review there is no director or employee in respect of whom theparticulars are required to be disclosed under section 134 of the Companies Act 2013 readwith the Companies (Particulars of Employees) Rule 1975 accordingly same is notapplicable.
8. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure legal compliance with the requirementsof corporate governance as prescribed under the Listing Agreement with the Stock Exchange(BSE).
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has a system of internal controls in place to ensure that all of thecompany's transactions are properly recorded and authorised. Company's well definedorganisational structure documented policy guidelines defined authority matrix andinternal controls ensure efficiency of operations compliance with internal policies andapplicable laws and regulations as well as protection of resources.
10. HUMAN RESOURCES
The company is of firm belief that the Human Resources are the driving force thatpropels a company towards the progress and success. The company has strength of 85employees at present. The Industrial relations continued to remain cordial during the yearunder review with entire force of the company.
Related party transactions-The Company did not enter into any materiality significantrelated transactions which has potential effect with the interest of the company atlarge.
14. WHOLE TIME COMPANYSECRETARY
During the year under review Company is already availing services of whole time companySecretary as required to be appointed under section 383-A of the Companies Act 2013.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT.
The Management Discussion & Analysis Report as required under clause 49(IV)(F) ofthe listing Agreement with the Stock Exchanges forms part of this report.
16. FINANCIAL ACCOUNTING & ACCOUNTING STANDARDS:-
The Financial statements have been prepared in accordance with Generally acceptedaccounting principles (GAAP) and in compliance with all applicable accounting standardsand as per the guidance note on accounting for activities of the company issued by theInstitute of Chartered Accountants of India New Delhi (ICAI) and provisions of thecompanies Act2013. The financial statements have been prepared under the revised scheduleVI format of the companies Act 2013 pursuant to notification of Ministry of corporateaffairs (MCA) Government of India. The Company has followed accounting treatment asprescribed in accounting standards applicable to the company.
17. Electronic copy of the 24th Annual Report for 2015-16 and Notice of the 24thAnnual General Meeting of the Company inter alia indicating the process and manner ofe-voting along with Attendance Slip and Proxy Form is being sent to all the members whoseemail IDs are registered with the Company/Depository Participant(s) for communicationpurposes unless any member has requested for a hard copy of the same. For members who havenot registered their email address physical copies of the 24th Annual Report and Noticeof the 24th Annual General Meeting of the Company inter alia indicating the process andmanner of e-voting along with Attendance Slip and Proxy Form is being sent in thepermitted mode.
Website of the company consisting all required particulars and is duly operational is: http//coralnewsprintslimited.com.
19. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain highest standards of Corporate Governance. TheDirectors Adhere to the requirements set out by (SEBI). The Securities & ExchangeBoard of India's Corporate Governance practices and has implemented all the stipulationsprescribed. The Company has implemented several best corporate Governance practices asprevalent in India. Company has complied with the mandatory provisions of clause 49 of thelisting agreement relating to corporate Governance requirements. Annual report contains aseparate section on corporate Governance which forms part of this report. Your company islisted with Bombay Stock Exchange; though for the time being trading is suspended due tocertain deficiencies in compliances of BSE requirement which are in the process ofcompiling. Directors of the company are quite hopeful to get relisted of its securitysoon.
20. CEO/ CFO CERTIFICATION:
Certification from Mr P.P.S.Chauhan Whole Time Director of the company in term ofClause 49 (VIII) of the listing agreement with the Stock exchanges for the financial yearended on 31st March 2016 was placed before the Board of Directors of the Company in itsmeeting held on 30/05/2016.
21. LADY DIRECTOR:
Company has duly appointed Lady Director Mrs. Vinita Kumar (Retd IAS) as independentDirectors as required under section 149(6) of the Companies Act 2013.
Risk Management Policy:
The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Whole Time Director and directionsin this regard are issued accordingly.
Details of Directors and Key Managerial Personnel:
22. Re-Appointment of Directors:
As per the Provision of the Companies Act 2013 and Article of Association of theCompany Shri P.P.S. Chauhan (DIN: 00702883) and Shri Mahesh Kumar Sodani (DIN: 02293060)& Shri Atul Kumar Jain retires in ensuing Annual General Meeting and being eligibleseeks Re-Appointment. The Board recommends their ReAppointment.
Shri P.P.S. Chauhan is a post Graduate with over 35 years of rich business experiencein manufacturing of paper & already Director of Coral News Prints Limited retires byrotation & being eligible offers himself for reappointment. Shri Mahesh Kumar Sodaniis a Graduate with over 30 years of rich business experience & experience in the fieldof share & already Director of Coral News Prints Limited retires by rotation &being eligible offers himself for reappointment.
Shri Atul Kumar Jain is a Graduate with over 35 years of rich business experience intrading of Sugar Industry & already Director of Coral News Prints Limited retires byrotation & being eligible offers himself for reappointment. The office of IndependentDirector shall not be determined for the purpose of calculating rotational Directors aswell as the strength of the Board. The Board is of the opinion that this Independentdirector are person of integrity and possesses relevant expertise and experience. TheBoard is of the view that appointment of Mrs. Vinita Kumar & Pradeep Agarwal asspecial Nominee Independent Director will be in the interest of the Company.
The Board is of the opinion that these Directors are person of integrity and possessrelevant expertise and experience. He had no pecuniary relationship with Company and itsassociates except for getting sitting fees for attending Board and Committee meetings. TheBoard is of the view that this appointment will be in the interest of the Company.
23. Comparison of Remuneration to Directors and employees:
There is no increase in the remuneration payable to the Directors as compared toprevious year.
The salary rise is based on the inflation data. As such the rise in the take away is atpar with other employee of the company. The Performance of the Company has been affectedby Global recession and economic slowdown in the Indian economy.
Comparison to the Remuneration of Directors and other employees is as under:-
Details of significant and material orders passed by the regulators or courts ortribunal:
24. DADP INTEREST - UPFC
BIFR has passed the order for one time settlement with Uttar Pradesh FinancialCorporation. The same was settled with the Institution and the company has paid about 61%of the outstanding as per the order of BIFR. However UPFC has challenged the order andfiled appeal before higher authorities (AIFR) which is pending.
(As per the Definition Section 2(31) of the Companies Act 2013)- During the year underreview company has not accepted any deposits from Public.
The following details of deposits covered under Chapter V of the act:
I. Deposits Accepted during the year: NIL
II. Remained unpaid or unclaimed as at the end of the year: NIL
III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved.
a. At the beginning of the year: NIL
b. Maximum during the year: NIL
c. At the end of the year: NIL
IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.
26. RELISTING OF COMPANY' SHARES AT BSE:-
At present company's shares are under process of re-listing as trading of company'sshares were suspended due to non compliance of certain regulatory provisions of listingagreement. Management of the company is quite hopeful that principal approval for tradingof shares is expected within 2 to 3 weeks.
27. Declaration by Independent Director
The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made hereunder:
28. Secretarial Audit Report:
Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing CompanySecretary Ms. Jasmeen Kaur J.K & Associates is annexed with the Board Report asAnnexure-II
29. Corporate Social Responsibility (CSR) Policy:
The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.
30. Audit Committee:
As on 31st March 2016 the Audit Committee comprises of three Directors. Members of theAudit Committee are as follows:
1. Mr. Atul Kumar Jain Chairman
2. Mr. Chetan P.S. Chauhan - Member
3. Mr. Mahesh Kumar Sodhani - Member
The time gap between two meetings was less than 120 days. The Committee met five timesin the year under review on the details of the Audit Committee are given as under:
31. Attendance record of Audit Committee Meetings:
32. The functions of the Audit Committee of the Company include the following:
*Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
*Recommending to the Board the appointment re-appointment if required the replacementor removal of the statutory auditor and fixation of the audit fees.
*Approval of payment to the statutory auditor for any other services rendered by thestatutory auditors.
*Reviewing with the management the annual financial statement before submission to theBoard for approval with particular references to:
Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of Section 134 of the Companies Act 2013.
Changes if any in accounting policies and practices and reason for the same. Majoraccounting entries involving estimates based on the exercise of judgment by management.Significant adjustment made in the financial statements arising out of audit findings.Compliance with listing and other legal requirements relating to financial statements.Disclosure of any related party transactions. Qualification in the audit report. Reviewingwith the management performance of statutory and internal auditors and adequacy of theinternal control system. Reviewing the adequacy of internal audit plan.
Discussion with internal auditors on any significant findings and follow up thereof.
Reviewing the findings of any internal investigation by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.
Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post audit discussion to ascertain any area of concern.
To look into the reasons for substantial defaults in the payments to the depositorsshareholders (in case of nonpayment of declared dividends) and creditors. Reviewing thefunctioning of the Whistle Blower Mechanism.
Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee.
The Audit Committee is empowered pursuant to its terms of references to: Investigateany activity within its terms of reference and to seek any information it requires fromany employee. Obtain legal or other independent professional advice and to secure theattendance of outsiders with relevant experience and expertise when considered necessary.
33. The Company has systems and procedures in place to ensure that the Audit Committeemandatory reviews:
Management discussion and analysis of financial condition and results of operationsStatement of significant related party transactions (as defined by the Audit Committee)submitted by management. Management letters/letters of internal control weaknesses issuedby the statutory auditors. Internal audit reports relating to internal control weaknesses.The appointment removal and terms of remuneration of the internal auditor.
In addition the Audit Committee of the Company also reviews the financial statements.The Audit Committee is also apprised on information with regard to related partytransactions by being presented: A statement in summary form of transactions with relatedparties in the ordinary course of business.
Details of material individual transactions with related parties which are not in thenormal course of business. Details of material individual transactions with relatedparties or others which are not on any arm's length basis along with management'sjustification for the same.
34. Statement indicating the Manner in which Formal Annual Evaluation has been made bythe Board of its own Performance its Directors and that of its Committees:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the company.
35. Nomination & remuneration Committee Policy:
The Sitting fee paid to the non executive Directors to Independent Directors andremuneration paid to the whole time Director is approved by the remuneration committee.Members of the nomination & remuneration committee are as follows:
1. Mr. PuruRaj Singh Rathore
2. Mr. Atul Kumar Jain
3. Mr. Mahesh Kumar Sodhani
Half yearly /Quarterly declaration of financial performance including summary ofsignificant events in the last six months is currently not being sent to each household ofshareholders. However the company publishes its results in national & state levelnewspapers having wide circulation. The results are also posted on the website of thecompany
i.e.: Coralnewsprintslimited.com Disclosure of Establishment a Vigil Mechanism:
Fraud free Corruption free work culture has been core to the company. In view of thepotential risk of fraud and corruption due to rapid growth and geographical spread ofoperators. The company has put an even greater emphasis to address this risk.
To meet the objective a comprehensive fraud risk management (FRM) policy akin to vigilmechanism of the whistle blower policy has been laid down by the Board of Directors.
Key Managerial Person of the Company are as follows.
Remuneration is not required to be paid to Independent Directors as per section149 read with schedule IV of the companies Act 2013.
Disclosure under Sexual harassment of Women Workplace (Prevention & redressed) Act2013.
In accordance with the sexual harassment of women at work place( Prevention Prohibition & redressal Act 2013 Coral Newsprints Limited has modified the erstwhilepolicy for prevention of sexual harassment of women at workplace and the board ofDirectors have unanimously adopted the same w.e.f July 23 2014.
Wide notification dated December 9 2013 Ministry of Women and Child welfare haveintroduced sexual harassment of women at workplace( Prevention Prohibition &redressal rules 2013. The earlier policy has been amended by incorporating the rules andprocedures as mandated in the said notification. The revised policy shall be in effectfrom July 23 2014.
Company has appointed Smt. Krishna Devi to redress the issues regarding sexualHarassment at work place.
36. Directors Responsibility statement
In accordance with the provisions of section 134(5) of the Companies Act 2013 YourDirectors confirm that:
a) In the preparation of the Annual accounts for the financial year ended 31st of March2016 the applicable accounting standards had been followed along with proper explanationsrelating to material departures.
b) The Directors had selected such accounting policies and applied them consistentlyand made judgement and estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company as at 31st of March 2016 and profit& loss account of the company for the period.
c) The Directors have taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the companies act 2013for safeguarding the assets of the company and for the preventing and detecting fraud& irregularities.
d) The Directors had prepared the annual accounts on a Going Concern Basis:
e) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The Directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.
37. GREEN INITIATIVES:-
During Fiscal year 2011 we started a sustainability initiative with the aim of goinggreen and minimizing our impact on the environment like the previous years this yeartoo we are publishing only the statutory disclosures in the print version of the annualreport. Additional information is available on our website. WWW:Coralnewsprintslimited.com
Electronic copies of annual report 2015-2016 and notice of the 24th Annual GeneralMeeting are sent to all members whose email address are registered with the company/Depository participants. For members who have not registered their email address physicalcopies of the annual report 2015-16 and the notice will be sent in the permitted mode.Members requiring physical copies can send their request to the company.
The company provides e-voting facility to all its members to enable them cast theirvotes electronically on all the resolutions set forth in notice. This is pursuant tosection 108 of the companies Act 2013 and rules 2013 and rule 20 of the companies(Management & Administration) amendment rules 2015. The instructions for e voting areprovided in the notice.
Your Directors place on record its sincere appreciation towards the company's valuedcustomers in India for the support and confidence reposed by them in the organization andlooks forward to the continuance of this mutually supportive relationship in future aswell. The Board also places on record co-operation extended by Financial InstitutionsPICUP business associates of the Company and confidence reposed by the Shareholders andinvaluable staff & workers of the company.