You are here » Home » Companies » Company Overview » Coral Newsprints Ltd

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

Coral Newsprints Ltd. (CORALNEWSPRINT) - Director Report

Company director report



The Members


Your Directors take pleasure in presenting herewith 26th Annual Report on theworking results of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2018.

1. Financial Highlights (Standalone)
PARTICULARS Year Ended 31st Mach 2018 Year Ended 31st Mach 2017
Gross Revenue Net of Excise 1206.19 1591.82
Increase/ (Decrease) in Stock (4.66) (3.00)
Gross operating profit
Interest / financial Charges 0.00 0.00
Depreciation 16.70 17.22
Profit Before tax ( PBT) (5.93) (3.52)
Profit after tax (PAT) (4.16) (2.58)
Earnings per Share (0.03) (0.02)

i) Shareholders may note that for current financial year ending 31.03.2018 afterdepreciation company suffered losses to Rs. -5.93 Lakhs as compared to profit of Rs. -3.52Lakhs & during the current year under review company earned cash Profit of Rs. -42.61Lakhs for the financial year ending 31.03.2018 as against cash Profit/loss of Rs. 13.69Lakhs for the financial year ending 31.03.2017.

ii) During the financial year ended 31st of March 2018 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.


1. 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 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 Pushpendra P.S. Chauhan Shri Pradyut Chauhan and Shri Mahesh Kumar SodhaniDirectors of the company who retire by rotation u/s 152 of the companies Act 2013 fromthe board at the 26th Annual General Meeting and being eligible offers themselves forre-appointment.


M/S. Gulvardhan Malik & Co. (Firm's Registration No: 028432N) Gulvardhan Malik& Co. Chartered Accountants be and are hereby appointed as Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation of M/s L.N. Malik & Co.Chartered Accountants. Members are requested to appoint Auditors until the conclusion ofnext Annual General Meeting and authorize directors to fix their remuneration. Certificatefrom the Auditors has been received to the effect that their reappointment if made wouldbe within 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 self-explanatory and therefore in the opinion of Directors do notcall for any further explanation.


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 31.03.2018 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 internal financial controls are adequateand 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 the Company suffered losses therefore directors of thecompany did not declare any dividend for the shareholders of the Company for this year aswell. Directors of the company are hopeful that for next year company will be able to muchbetter results in compare to this financial year.


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


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 submitted revised rehabilitation scheme several times to BIFR finally DRSof the company was approved dated 31-10-2014.


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.


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).


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.


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.


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.


The Management Discussion & Analysis Report as required under clause 49(IV)(F) ofthe listing Agreement with the Stock Exchanges forms part of this report.


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 Act 2013. The financial statements have been prepared under the revisedschedule VI format of the companies Act 2013 pursuant to notification of Ministry ofcorporate affairs (MCA) Government of India. The Company has followed accountingtreatment as prescribed in accounting standards applicable to the company.

16. Electronic copy of the 26th Annual Report for 2017-18 and Notice of the 26thAnnual 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 26th Annual Report and Noticeof the 26th 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 //


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.


Certification from Mr. Pushpendra P.S.Chauhan Whole Time Director of the company interm of Clause 49 (VIII) of the listing agreement with the Stock exchanges for thefinancial year ended on 31st March 2018 was placed before the Board of Directors of theCompany in its meeting held on 28/05/2018.


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:

PUSHPENDRA P.S. CHAUHAN 01871760 Whole-time Director & CEO D-417 Ila Apartments B-7 Vasundhra
Enclave Delhi-110096 (India)
RAM AVTAR BANSAL 02864100 Director 28K Kotla Chandpur Bijnore - 246725
PRADYUT CHAUHAN 05264826 Director D-417 Ila Apartments B-7 Vasundhara
Enclave Delhi-110096 (India)
YOGESH ALAWADI 01144813 Director J-3/34 DLF Phase-11 Gurgaon-122002
PURURAJ SINGH RATHORE 01315933 Director 202 7th A Main 2nd Stage RPC Layout
Vijaynagar Bangalore-560040
ATUL KUMAR JAIN 02069421 Director Bazar Kot P.O Amroha Jyotiba Phule
Nagar-244221 UP
MAHESH KUMAR SODHANI 02293060 Director 8/404 Sector-8 Vidhyadhar Nagar Jaipur
VINITA KUMAR 07277683 Director A-6 Officers Colony Tehri House
VINAYAK CHAUHAN 08055602 Director D-202 Nagarjuna Apartment Mayur
Vihar-1 Delhi-110096
HIMANI DHAWAN BUUPD3524M Company N.M. 315 Mohalla Kararkhan Near
Secretary Parveen Bakery Jalandhar City

21. As per the Provision of the Companies Act 2013 and Article of Association of theCompany Shri

Pushpendra P.S. Chauhan (DIN: 00702883) and Shri Mahesh Kumar Sodani (DIN: 02293060)& Shri Pradyut Chauhan (DIN: 07483706) retires in ensuing Annual General Meeting andbeing eligible seeks Re-Appointment. The Board recommends their Re-Appointment.

Shri Pushpendra P.S. Chauhan is a post Graduate with over 35 years of rich businessexperience in manufacturing of paper & already Director of Coral Newsprints Limitedretires by rotation & being eligible offers himself for reappointment.

Shri Mahesh Kumar Sodani is a Graduate with over 30 years of rich business experience& experience in the field of share & already Director of Coral News Prints Limitedretires by rotation & being eligible offers himself for reappointment.

Shri Pradyut Chauhan is a Pilot by profession. He obtained his degree in Europe and wasactively flying and managing operations for leading general aviation companies such asDeccan Charters MSPL and various others. With his technical know-how of latest industrystandards he is committed to modernize the industry in its technical fields and alsomanaging companies day to day operations already Director of Coral NewsPrints Limitedretires by rotation & being eligible offers himself for reappointment.

The office of Independent Director shall not be determined for the purpose ofcalculating rotational Directors as well as the strength of the Board. The Board is of theopinion that this Independent director is person of integrity and possesses relevantexpertise and experience.

SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is the Independent Director re-appointed inlast Annual General Meeting. In view of the provision of Section 149(4) of the CompaniesAct 2013 the Company has to appoint an Independent Director for a term of 5 years. Inview of the amendment in the Companies Act these Directors are appointed in terms of theSection 149 of the Companies Act 2013 for a period of 5 years commencing from the dateof Annual General Meeting i.e. 28-09-2018. The office of these Directors shall not bedetermined for the purpose of calculating rotational Directors as well as the strength ofthe Board. SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is CPA from Australia and is havinga rich experience in Finance & Marketing.

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.

22. 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:-

1) Median of Directors remuneration

Ratio of Salary of Mr. Pushpendra P.S. Chauhan : 9.87:1
2) Median of employees remuneration : Rs. 121600

Details of significant and material orders passed by the regulators or courts ortribunal:


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 50%of the outstanding as per the order of BIFR. However UPFC has challenged the order andfiled appeal before higher authorities (AAIFR) 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 theyear: NIL

IV. The details of deposits which are not in compliance with the requirements ofChapter : There is no such Deposit held by the Company.


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 current financial year.

Company is not paying any commission to its director

26. Declaration by Independent Director

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made hereunder:

27. Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing CompanySecretary Mr. Raj Kumar Yadav Raj Kumar Yadav & Co. is annexed with the Board Reportas Annexure-II

28. 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.

29. Audit Committee:

As on 31st March 2018 the Audit Committee comprises of three Directors. Members of theAudit Committee are as follows:

1. Mr. Atul Kumar Jain Chairman

2. Mr. P.ushpendra 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: Thedetails of the Audit Committee are given as under:

30. Attendance record of Audit Committee Meetings:

Name of The Member DIN Position Status No. of Meeting Held No. of Meeting Attended Sitting fees (Rs)
Mr. Atul Kumar Jain Chairman 02069421 Non-Exe. Director Active 5 1 2500
Mr. Mahesh Kumar Sodhani 02293060 Non-Exe. Director Active 5 5 2500
Mr. Pushpendra P.S. Chauhan 0181760 Ex. Director Active 5 5 2500

31. 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 being included in theDirectors Responsibility Statement to be included in the Board's report in terms ofSection 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 withstatutory auditors before the audit commences about the nature and scope of audit as wellas 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 non-payment 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.

32 The Company has systems and procedures in place to ensure that the AuditCommittee mandatory 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.

33. 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.

34. Nomination & remuneration Committee Policy:

The Sitting fee paid to the non executive Directors commission to IndependentDirectors and remuneration paid to the whole time Director is approved by theremuneration committee. Members of the nomination & remuneration committee are asfollows:

1. Mr. Puru Raj 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.:

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.

Managerial remuneration -Key managerial of the company are as follows:

Sr. No. Name of the K.M.P Designation
1 Mr. Pushpendra P.S. Chauhan Chief Executive Officer
2. Mr. Pradyut Chauhan Director
3. Himani Dhawan Company Secretary


Managerial Remuneration
S.No. Name of Director Remuneration for Current Year Remuneration for Previous year
(Amount in Rs.) (Amount in Rs.)
1. Mr. Pushpendra P.S. Chauhan Rs. 1323600/- 1323600/-
2. Mr. Pradyut Chauhan Nil Nil
3. Mr. Ram Avtar Bansal Nil Nil
4. Mr. Atul Kumar Jain Nil Nil
5. Mr. Mahesh Kumar Sodhani Nil Nil
6. Nil Nil

*Remuneration is not required to be paid to Independent Directors as per section 149read 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.

35. 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 March2018 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 2018 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.


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:

Electronic copies of annual report 2017-2018 and notice of the 25th 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.

Regd. Office: By The Order of The Board
A-138 First Floor Vikas Marg For Coral Newsprints Limited
Shakarpur Delhi-ll0092
Pushpendra P.S. Chauhan
Place : Delhi Whole-Time Director CEO
Date : 28.05.2018 (DIN: 01871760)