The Board of Directors are pleased to present the 27th Annual Report of theCompany along with the audited financial statements of the Company for the financial yearended March 31 2021.
Financial Summary and Highlights:
The Company's financial performance for the year ended March 31 2021 is summarizedbelow:
|Particulars ||STANDALONE || |
| ||2020-21 ||2019-20 |
|Net Revenue from Operations including Other Income ||2008.37 ||1325.60 |
|Profit before Interest Depreciation and Taxes ||1581.84 ||982.92 |
|Less: || || |
|a. Finance Cost ||0.78 ||1.72 |
|b. Depreciation ||10.65 ||12.62 |
|c. Provision for Taxation (including Deferred Tax) ||273.23 ||167.35 |
|Net Profit for the Year (I) ||1297.18 ||801.23 |
|Total Other Comprehensive Income/Loss (II) ||3064.28 ||(922.61) |
|Balance Profits for the earlier years ||10138.29 ||9457.33 |
|Less: Dividend paid on Equity Shares ||(80.60) ||(99.76) |
|Less: Dividend Distribution Tax ||- ||(20.51) |
|Less : Buyback Expenses ||(1789.35) ||- |
|Less : Transfer to Capital Redemption Reserves ||(191.54) ||- |
|Balance carried forward ||9373.99 ||10138.29 |
|Earnings Per Share (EPS) (Face Value of ^ 2 each) ||3.22 ||1.61 |
Note: Previous year's figures have been regrouped / reclassified wherever necessary inconformity with Indian Accounting Standards (Ind AS) to correspond with the current year'sclassification / disclosure and may not be comparable with the figures reported earlier.
Company's Performance Review
During the financial year 2020-21:
During the financial year 2020-21 revenue from operations increased to ^2026.17 Lakhs as against ^ 1203.47 Lakhs in the previous year - a growth of 68.11%.
Employee cost as a percentage to revenue from operations decreased to 4.02%81.36 Lakhs) as against 7.20%
86.49 Lakhs) in the previous year.
Other expense as a percentage to revenue from operations decreased to 9.44% (^191.33 Lakhs) as against 15.36% (^ 184.86 Lakhs) in the previous year.
Total Profit after tax for the current year is ^ 1297.18 Lakhs against ^ 801.23Lakhs in the previous financial year - a growth of 61.90%.
Global health pandemic from COVID-19 and its impacts
The outbreak of COVID-19 pandemic across the globe and in India has contributed to asignificant decline and volatility in the global and Indian financial markets and slowdownin the economic activities. The Company has been monitoring the situation closely and hastaken proactive measures to comply with various directions/regulations/ guidelines issuedby the Government and local bodies to ensure safety of workforce in its offices. TheCompany has made initial assessment of the likely adverse impact on economic environmentin general and operational and financial risks on account of COVID-19. The extent to whichthe COVID-19 pandemic will impact the Company's future results will depend on futuredevelopments which are highly uncertain including among other things any newinformation concerning the severity of the COVID-19 pandemic. Based on the currentindicators of future economic conditions the Company expects to recover the carryingamount of its financial assets. Given the uncertainty over the potential macro-economiccondition the impact of the global health pandemic may be different from that estimatedas at the date of approval of these financial statements and the Company will continue toclosely monitor any material changes to future economic conditions which will be giveneffect to in the respective future period. In developing the assumptions relating tofuture uncertainties in the economic conditions due to COVID-19 it has at the date ofapproval of this report used relevant internal and external sources of informationincluding economic forecasts and expects that the carrying amounts of these assets arerecoverable.
Transfer to Reserves:
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
The Company has a consistent track record of dividend payment. Based on Company'sperformance the Board of Directors at its meeting held on May 05 2021 had recommendedfinal dividend of ^ 0.50 (Fifty paise) per equity share of ^ 2 (Rupees Two only) each(25%) for the financial year ended March 31 2021 on the total outstanding shares of40302225* amounting to approx. ^ 201 Lakhs (Rupees Two Hundred One Lakhs only) subject tothe approval of Members at the ensuing Annual General Meeting of the Company and payableto those Shareholders whose names appear in the Register of Members and Beneficial Ownersas on the Book Closure.
In view of the changes made under the Income-tax Act 1961 by the Finance Act 2020dividend paid or distributed by the Company shall be taxable in the hands of theShareholders. The Company shall accordingly make the payment of the final dividend afterdeduction of tax at source.
The dividend payout ratio of the Company since last three financial years is more than150%.
* Pursuant to Buyback of equity shares of the Company 9576775 equity shares of theCompany have been extinguished w.e.f. June 222020 and reduced from the paid- up capitalof the Company. Hence total outstanding number of equity shares as on March 312021 are40302225.
Material Changes Affecting the Company
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2020-21 and the date ofthis report. There has been no change in the nature of business of the Company.
During the year under review the Company has bought- back 9576775 fully paid-upequity shares at a price of ^ 17 per equity share from eligible shareholders of theCompany on a proportionate basis through Tender Offer route in accordance with theprovisions of the Securities and Exchange Board of India (Buy-Back of Securities)Regulations 2018 and the Companies Act 2013 and rules made thereunder and hence theissued subscribed and paid-up share capital of the Company has been reduced. The paid-upEquity Share Capital of the Company as on March 31 2021 stands at ^ 80604450 dividedinto 40302225 equity shares of ^ 2 each.
During the year under review the Company has not issued shares debentures bondsconvertible securities or nonconvertible securities shares with differential votingrights nor has granted any stock options or sweat equity or warrants.
Buyback of equity shares of the Company
The Board of Directors in its meeting held on February 14 2020 recommended Buyback ofEquity Shares by the Company of up to 12400000 fully paid-up equity shares of ^ 2 eachof the Company representing up to 24.86% of the total issued and paid-up Equity Sharecapital of the Company at a price of ^ 17 per Equity Share ("Buyback Price")payable in cash for an aggregate amount of up to ^ 2108 Lakhs (Rupees Two Thousand OneHundred and Eight Lakhs only) ("Buyback Size")
which is up to 20.16 % of the aggregate of the fully paid- up equity share capital andfree reserves through tender offer route subject to approval of shareholders throughpostal ballot.
The shareholders approved the proposal of buyback of equity shares recommended by itsBoard of Directors in its meeting held on February 14 2020 through the postal ballot thatconcluded on March 27 2020.
The buyback was offered to all of the shareholders who hold Equity Shares as of therecord date on a proportionate basis through the "tender offer" route. Thebuyback of equity shares through the tender offer route were commenced on June 01 2020and concluded on June 12 2020. During the buyback period the company had bought back atotal of 9576775 fully paid-up equity shares at a buyback price of ^ 17 per equity sharecomprising 19.20% of the pre-buyback paid-up equity share capital of the Company. Thebuyback resulted in a cash outflow of ^ 1628.05 Lakhs (excluding transaction costs). TheCompany funded the buyback from its free reserve. Total 9576775 fully paid-up equityshares of the Company which were bought back and for which the settlement was done June18 2020 and the bought back shares were extinguished w.e.f. June 22 2020.
In accordance with Section 69 of the Companies Act 2013 as at March 31 2021 theCompany had created a Capital Redemption Reserve of ^ 191.54 Lakhs equal to the nominalvalue of above shares bought back as an appropriation from general reserve.
Our principal sources of liquidity are cash and cash equivalents current investmentsand the cash flow that we generate from our operations. We continue to be debt- free andmaintain sufficient cash to meet our strategic and operational requirements. We understandthat liquidity in the Balance Sheet has to balance between earning adequate returns andthe need to cover financial and business requirements.
Liquidity enables us to be agile and ready for meeting unforeseen strategic andbusiness needs. Our Liquid assets stand at ^ 4055.29 Lakhs as at March 31 2021 asagainst ^ 3754.02 Lakhs as on March 31 2020. Liquid assets include deposits with banksand investments in liquid mutual fund units. As a result risk of cash and cashequivalents is limited. The details of these investments are disclosed under the'non-current and current investments' section in the financial statements in this AnnualReport.
Investor Education and Protection Fund (IEPF)
In accordance with the applicable provisions of Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016("IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend due to be transfer to the IEPF for seven (7)consecutive years are provided in the General Shareholders Information section of thisAnnual Report.
a. Corporate Governance Report
The Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 17 to 22 and 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate report on Corporate Governancealong with the certificate from Mrs. Uma Lodha of M/s Uma Lodha & Co. PracticingCompany Secretary confirming the compliance of Corporate Governance requirements isannexed as Annexure [A] to 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.
b. Management Discussion and Analysis Report
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedas Annexure [B] to this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
I. Change in Directorate:
a. During the year
During the year at the 26th Annual General Meeting (AGM) held on September11 2020 the shareholders of the Company approved the following:
1. Appointment of Mr. Kishor Mehta as an Executive Director of the Company whoseoffice shall be liable to retire by rotation.
2. Appointment of Mr. Niraj Mehta as a NonExecutive Independent Director of the Companyfor a term of five years commencing from July 17 2020 to July 16 2025 whose officeshall be not liable to retire by rotation.
3. Re-appointment & continuation of Mrs. Sheela Kamdar as an Independent Directorof the Company for a second term of five years commencing from September 14 2020 toSeptember 13 2025 whose office shall be not liable to retire by rotation.
The appointment was based on outcome of performance evaluation exercise experience andcontributions made by Mrs. Sheela Kamdar in her previous tenure. Mrs. Sheela Kamdar isexempt from the requirement to undertake online proficiency self-assessment test conductedby Indian Institute of Corporate Affairs (IICA) Manesar.
b. After the end of the year and up to the date of
i) Appointment of Mr. Kishor Mehta as a Wholetime Director of the Company
The Board of Directors of the Company at their meeting held on June 25 2021 based onthe recommendation of the Nomination and Remuneration Committee and approval of the AuditCommittee had approved the appointment of Mr. Kishor Mehta as a Wholetime Director for theperiod of 2 (two) years with effect from June 25 2021 till June 24 2023 subject toapproval of shareholders of the Company.
Mr. Kishor Mehta has been associated with the Company for last four years Mr. KishorMehta is also serving as the Chief Financial Officer of the Company and has a wideknowledge in the field of finance taxation and pharmaceuticals.
Approval of the shareholders is sought at the ensuing AGM for the appointment of Mr.Kishor Mehta as the Whole-time Director of the Company liable to retire by rotation. TheBoard and Nomination & Remuneration Committee recommend his appointment.
ii) Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Act read with the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) and the Articles of Association of the Company Mr. Navin DoshiManaging Director of the Company is liable to retire by rotation at the 27thAGM and being eligible have offered himself for re-appointment.
In accordance with the provisions of the Act read with the Rules issued thereunder theListing Regulations and the Articles of Association of the Company Additional Directorand Independent Directors of the Company are not liable to retire by rotation.
II. Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) following are the Key Managerial Personnel of the Company:
|1. Shri. Navin Doshi: ||Managing Director |
|2. Shri Kishor Mehta: ||Chief Financial Officer |
|3. Mrs. Riya Shah: ||Company Secretary |
Declaration of independence from Independent Directors:
Definition of Independence' of Directors is derived from Regulation 16 of theListing Regulations and Section 149(6) read with Schedule IV of the Companies Act 2013.The Company has received the following declarations from all the Independent Directorsconfirming that:
1. They meet the criteria of independence as prescribed under the provisions of theAct read with the Schedules and Rules issued thereunder as well as of Regulation 16 ofthe Listing Regulations.
2. In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 they have registered themselves with the Independent Director's databasemaintained by the Indian Institute of Corporate Affairs (IICA) Manesar.
3. In terms of Regulation 25(8) of the Listing Regulations
they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations the Board of Directors hasensured the veracity of the disclosures made under Regulation 25(8) of the ListingRegulations by the Independent Directors of the Company.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
Number of the Meetings of Board:
During the financial year 2020-21 7 (seven) meetings of the Board of Directors wereheld. The details of the meetings of the Board of Directors of the Company convened duringthe financial year 2020-21 are given in the Corporate Governance Report which forms partof this Annual Report.
Committees of the Board
As on March 31 2021 the Board has 4 (four) statutory committees: Audit CommitteeNomination and
Remuneration Committee Corporate Social Responsibility Committee and StakeholdersRelationship Committee.
During the year all recommendations made by the committees were approved by the Board.A detailed note on the composition of the Board and its committees including its terms ofreference is provided in the Corporate Governance Report. The composition and terms ofreference of all the Committee(s) of the Board of Directors of the Company is in line withthe provisions of the Act and Listing Regulations.
The Audit Committee comprises of Mrs. Sheela Kamdar (Chairperson) Mrs. Meeta Sheth(Member) Dr. Sharad Mehta (Member) and Mr. Niraj Mehta (Member). The Board of Directorsat their meeting held on July 17 2020 appointed Mr. Kishor Mehta and Mr. Niraj Mehta asthe members of the Committee w.e.f. July 17 2020 but subsequently Mr. Kishor Mehtaceased to be the member of the Audit Committee with effect from September 14 2020. Mrs.Riya Shah Company Secretary acts as Secretary to the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.
Nomination and Remuneration Policy (NRC)
The NRC Committee comprises of Mrs. Sheela Kamdar (Chairperson) Mrs. Meeta Sheth(Member) Dr. Sharad Mehta (Member) and Mr. Niraj Mehta (Member). The Board of Directorsat their meeting held on July 17 2020 appointed Mr. Niraj Mehta as a member of theCommittee w.e.f. July 17 2020. Mrs. Riya Shah Company Secretary acts as Secretary to theNRC Committee.
The salient features of the Policy are set out in the Corporate Governance Report whichforms part of this Annual Report.
The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of Directors on theBoard of the Company and persons holding Senior Management positions in the Companyincluding their remuneration and other matters as provided under Section 178 of the Actand Listing Regulations.
The Policy is also available on the website of the Company at www.coralhousing.in.
Appointment and Remuneration of Directors and Key Managerial Personnel and particularsof employees:
The appointments and remuneration paid to the Directors are in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of the Actand Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
The information required under Section 197 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) in respect ofDirectors/employees of the Company is set out in the Annexure [C] to this report and isalso available on the website of the Company at www.coralhousing.in.
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee or Board of Directors to formulate a process for evaluating theperformance of Individual Directors Committees of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board inter alia includefunctioning of the entire Board contribution of individual directors therein andsuggesting
together the improvements areas if any etc.
The parameters for the performance evaluation of the Directors include attendanceeffective participation in meetings of the Board domain knowledge vision strategy etc.
The Chairperson(s) of the respective Committees based on feedback received from theCommittee members on the outcome of performance evaluation exercise of the Committeeshares a report to the Board.
The Independent Directors at their separate meeting review the performance of:non-independent directors and the Board as a whole Chairperson of the Meetings afterconsidering the views of Executive Director and NonExecutive directors the qualityquantity and timeliness of flow of information between the Company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.
Based on the outcome of the performance evaluation exercise areas have been identifiedfor the Board to engage itself with and the same would be acted upon.
The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.
Familiarization Program for Independent Directors
All Independent Directors are familiarized with the operations and functioning of theCompany. The details of the training and familiarization program are provided in theCorporate Governance Report.
Corporate Social Responsibility (CSR)
The CSR Committee comprises of Mrs. Sheela Kamdar (Chairperson) Mrs. Meeta Sheth(Member) Dr. Sharad Mehta (Member) Mr. Kishor Mehta (Member) and Mr. Niraj Mehta(Member). The Board of Directors at their meeting held on July 17 2020 appointed Mr.Niraj Mehta and Mr. Kishor Mehta as the members of the Committee w.e.f. July 17 2020 Mrs.Riya Shah Company Secretary acts as Secretary to the CSR Committee.
During the financial year ended March 31 2021 the Company incurred CSR Expenditure of^ 24.58 Lakhs. During the financial year 2020-21 the CSR initiatives of the Company wereunder the thrust area of health care eradicating hunger poverty and malnutrition andpromotion of education. The CSR Policy of the Company is available on the website of theCompany at (www. coralhousing.in).
The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended March 31 2021 in accordance with Section 135 of the Actand Companies (Corporate Social Responsibility Policy) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) is setout in Annexure [E] to this report.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:
a. in the preparation of the Annual Accounts for the financial year ended March 312021 the applicable Accounting Standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b. the Directors have 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 as at March 31 2021 and of the profitsof the Company for the financial year ended March 31 2021;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of fraud errorreporting mechanisms the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures.
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 Audit Committee of the Board of Directors and the Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservation and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the internal auditfunction reports to the Chairperson of the audit Committee. The Company preparesStandalone Financial Statements in accordance with the applicable accounting standards.
Reporting of Frauds
During the year under review neither the statutory auditor nor the secretarial auditorhas reported to the Audit Committee and/or Board under Section 143(12) of the CompaniesAct 2013 and Rules framed thereunder any instances of fraud committed against theCompany by its officers or employees the details of which would need to be mentioned inthe Board's report.
Disclosures relating to Subsidiary Company Associates and Joint Ventures
The Company does not have any subsidiary company associate company or joint venture ason March 31 2021. Hence requirement of consolidated financial statement is notapplicable to the Company.
Further pursuant to provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statements of the Company's subsidiary in Form AOC-1 is not required to beattached.
Your Company has neither accepted nor renewed any deposit within the meaning ofSections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or reenactments) thereof for the time being inforce).
Loans and Investments
Details of loans and investments under the provisions of Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 as on March 31 2021are set out in Note no. 4 & 5 to the Standalone Financial
Statements of the Company. There was no guarantee given by the Company for the periodunder review.
Related Party Transactions
All contracts/arrangements/transactions entered into by the Company during the yearunder review with Related Parties were in ordinary course of business and on arm's lengthbasis in terms of provisions of the Act.
The Company's Policy on dealing with and Materiality of Related Party Transactions isavailable on the website of the Company at www.coralhousing.in
All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on dealing with and materiality of Related PartyTransactions and the Related Party Framework formulated and adopted by the Company.
There were no materially significant related party transactions that may have potentialconflict with interest of the Company at large. There were no transactions of the Companywith any person or entity belonging to the Promoter(s)/Promoter(s) Group whichindividually holds 10% or more shareholding in the Company except buyback of equity sharesfrom the promoter. There is a person forming part of the Promoterwhich individually hold20% or more shareholding in the Company.
The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note no. 33 no. to the Standalone Financial Statements of theCompany.
The Company in terms of Regulation 23 of the Listing Regulations submits within 30 daysfrom the date of publication of its standalone financial results for the half yeardisclosures of related party transactions in the format specified in the relevantaccounting standards for annual results to the stock exchanges. The said disclosures canbe accessed on the website of the Company at upload those files.
Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure [D] to thisreport.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
Disclosures pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are not applicable to your company during the year underreview.
Pursuant to Section 134(3)(n) of the Companies Act 2013 Company has formulated RiskManagement Policy. As per Regulation 21 of the Listing Obligations and DisclosureRequirements Regulations 2015 the Company is not required to constitute a riskmanagement committee. At present the company has not identified any element of risk whichmay threaten the existence of the company.
Vigil Mechanism/Whistle Blower Policy
The Company has adopted Vigil Mechanism/Whistle Blower Policy which was approved andadopted by the Board of Directors of the Company. The said policy provides a formalmechanism for all Directors and employees of the Company to approach Chairperson of theAudit Committee of the Company and make protective disclosures about the unethicalbehavior actual or suspected fraud and violation of the Company's Code of Conduct andBusiness Ethics. Under the Policy each Director / employee of the Company has an assuredaccess to the Chairperson of the Audit Committee.
The Policy is displayed on the website of the Company www.coralhousing.in
Material Orders of Judicial Bodies/Regulators
During the year under review there were no significant material orders passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company andits operations in future.
Auditors and Auditors' Report Statutory Auditor:
As per the provisions of Sections 139 142 and all other applicable provisions of theCompanies Act 2013 (including any statutory modification(s) or re-enactment thereof forthe time being in force) at the 23rd Annual General Meeting of the Company heldon September 14 2017 the Members of the Company had appointed M/s. Hasmukh Shah &Co. LLP Chartered Accountants (Firm Registration No. 103592W/W-100028) as the StatutoryAuditors of the Company to hold the office for a term of 5 (five) years from theconclusion of 23rd (twenty- third) Annual General Meeting till the conclusionof the 28th (twenty-eighth) Annual General Meeting to be held in the year 2022.
M/s. Hasmukh Shah & Co. LLP has confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Statutory Auditors' report on the Financial Statements for the financial year endedMarch 31 2021 does not contain any qualification reservation or adverse remark and isself-explanatory and unmodified and thus does not require any furtherclarifications/comments. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company during the year under review.
The Auditors' Report for the financial year ended March 31 2021 on the financialstatements of the Company is a part of this Annual Report.
The Board of Directors of the Company has appointed Mrs. Uma Lodha Proprietor of M/sUma Lodha & Co. Practicing Company Secretaries (Certificate of Practice No. 2593Membership No. 5363) as the Secretarial Auditor to conduct an audit of the secretarialrecords for the financial year 2020-21.
The Secretarial Audit Report for the financial year ended March 31 2021 underCompanies Act 2013 read with Rules made thereunder and Regulation 24A of the ListingRegulations (including any statutory modification(s) or reenactments) thereof for the timebeing in force) is set out in the Annexure [F1] to this report.
The Secretarial Compliance Report for the financial year ended March 31 2021 inrelation to compliance of all applicable SEBI Regulations/circulars/guidelines issuedthereunder pursuant to requirement of Regulation 24A of Listing Regulations is set out inAnnexure [F2] to this report. The Secretarial Compliance Report has been voluntarilydisclosed as part of Annual Report as good disclosure practice.
In the Secretarial Audit Report an observation was made with regard to the Regulation17(1) of SEBI (LODR) 2015 that the company being in top 2000 listed entities had only 4(Four) Directors on its Board from April 01 2020 till July 16 2020 instead of 6 (Six)Directors. The Board has clarified that the Company had sent proposal letters to theidentified candidate dated February 14 2020 for which the Company did not receive anyresponse from the candidates. Afterward in the wake of the COVID-19 Pandemic completelockdown was declared by the Maharashtra Government from March 20 2020 and CentralGovernment from March 24 2020. The Company was in the follow-up stage with the candidatesbut due to the ongoing situation and complete lockdown everything came to a standstilland even Company couldn't follow-up with the candidates much. Subsequently in the month ofJune the Company
received the letters showing their inability to be appointed on the Board of theCompany due to ongoing pandemic. Subsequently the Company started to identify theprospective candidates again and finally appointed 2 new Directors on the Board of theCompany in their Board Meeting held on July 17 2020 and complied with the provisions ofRegulation 17 of SEBI (LODR) 2015. However the same was consider satisfactory by BSELimited and National Stock Exchange of India Limited after providing necessary documentsand evidence.
Compliance with Secretarial Standard
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.
Extract of Annual Return
The extract of the Annual Return of the Company as on March 31 2021 in Form MGT - 9 inaccordance with Section 134(3) and Section 92 (3) of the Act read with Companies(Management and Administration) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) is available on the website of theCompany at (www.coralhousing.in) and is set out in Annexure [G] to this Report.
The Equity Shares of the Company continue to remain listed on BSE Limited (Scrip Code:531556) and National Stock Exchange of India Limited (NSE) (Symbol: CORALFINAC). Theannual listing fees for the F.Y. 2020-21 has been paid to these Stock Exchanges.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on Prevention of Sexual Harassment atWorkplace forprevention prohibition and redressal of sexual harassment at workplace in accordance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"). As theCompany have less than ten nos. of employees the company is not required to constituteInternal Complaints Committee.
Further the details/disclosure pertaining to number of complaints filed during the F.Y.2020-21 disposed during the F.Y. 2020-21 and pending as on the end of the financial yeari.e. March 31 2021 forms part of the Corporate Governance Report.
Health Safety and Environment
The safety excellence journey is a continuing process of the Company. The safety of thepeople working for and on behalf of your Company visitors to the premises of the Companyand the communities we operate in is an integral part of business. Structured monitoring& review and a system of positive compliance reporting are in place. There is a strongfocus on safety with adequate thrust on employees' safety.
Enhancing Shareholders Value
The Company accords top priority for creating and enhancing shareholders value. All theCompany's operations are guided and aligned towards maximizing shareholders value.
The Company has a duly established Stakeholders Relationship Committee (SRC). TheStakeholders Relationship Committee comprises of Mrs. Sheela Kamdar (Chairperson) Mrs.Meeta Sheth (Member) Dr. Sharad Mehta (Member) Mr. Kishor Mehta (Member) and Mr. NirajMehta (Member). The Board of Directors at their meeting held on July 17 2020 appointedMr. Kishor Mehta and Mr. Niraj Mehta as the members of the Committee w.e.f. July 17 2020.Mrs. Riya Shah Company Secretary acts as Secretary to the SRC Committee.
The salient features of the Policy are set out in the Corporate Governance Report whichforms part of this Annual Report.
a. Your Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise;
b. Your Company does not have any ESOP scheme for its employees/Directors;
c. Your Company has not issued any sweat equity shares during the year;
d. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/Directors or by trustees for the benefit of employees/Directors;
e. Cost audit are not required by the Company;
f. During the year under review there was no delay in holding the Annual GeneralMeeting of the Company;
g. There was no revision of financial statements and Board's report of the Companyduring the year under review.
h. During the year under review as there was no offer made by way of Public IssueRights Issue and
Preferential Issue etc so there was no deviation or variation in public issue rightsissue preferential issue etc. under Regulation 32(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
i. None of the Directors of the Company have resigned during the year under review;
j. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable; and
k. The requirement to disclose the details of difference between amount of thevaluation done at the time
of onetime settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof is not applicable.
Appreciation & Acknowledgement
The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors are highly grateful for all the guidance support assistance andco-operation received from the Banks Departments of Central Government & StateGovernments other Government Departments and Members during the year under review. YourDirectors also wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by all the employees at all levels for their hardwork solidarity cooperation and dedication during the year.
| ||By Order of the Board |
| ||For Coral India Finance and Housing Limited |
|Navin B. Doshi ||Kishor Mehta |
|Managing Director ||Whole-time Director & CFO |
|(DIN:00232287) ||(DIN: 00235120) |
|Place: Mumbai |
|Date: June 25 2021 |