MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE FINANCIAL YEAR 2020-21
coral newsprint limited
Your Directors take pleasure in presenting herewith 29th Annual Report on theworking results of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2021.
1. FINANCIAL RESULTS (Standalone)
(Rs. In Lakhs)
|PARTICULARS ||Year Ended 31st Mach 2021 ||Year Ended 31st Mach 2020 |
|Gross Revenue Net of Tax ||575.42 ||1063.13 |
|Increase/ (Decrease) in Stock ||13.24 ||(0.103) |
|Gross operating profit ||- ||- |
|Interest / financial Charges ||- ||- |
|Depreciation ||11.54 ||11.83 |
|Profit Before tax ( PBT) ||(185.75) ||(234.57) |
|Profit after tax (PAT) ||(185.75) ||(233.52) |
|Earnings per Share ||(3.68) ||(4.62) |
i) Shareholders may note that for current financial year ending 31.03.2021 afterDepreciation Company suffered losses to Rs. -185.75 Lakhs as compared to loss of Rs. 48.82Lakhs & during the current year under review company had loss of Rs. 185.75 Lakhs forthe financial year ending 31.03.2021 as against cash loss of Rs. 174.21 Lakhs for thefinancial year ending 31.03.2020.
ii) During the financial year ended 31st of March 2021 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) The Company during the year had not paid any amount due to Jalan Group as per theorder of Arbitrator High Court dated 15.12.2010 due to financial Crunch however companyis making rigorous efforts to pay pending amount of Rs. 93.00 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. Management also intends toupgrade the quality of newsprint for better penetration for the possibilities of Export& in the local market. With additional equipments Company also intends to increaseproduction capacity for the next financial year.
Details of Directors and Key Managerial Personnel as on 31st March 2021
|NAME OF DIRECTOR ||DIN ||DESIGNATION ||RESIDENTIALADDRESS |
|pushpendra p.s. chauhan ||01871760 ||Whole-time Director & CEO ||D-417 lla Apartments B-7 Vasundhra Enclave Delhi-110096 (India) |
|ram avtar bansal ||02864100 ||Director ||28K Kotla Chandpur Bijnore - 246725 (up) |
|pradyutchauhan ||05264826 ||Director ||d-417 lla Apartments B-7 Vasundhara Enclave Delhi-110096 (India) |
|yogesh alawadi ||01144813 ||Director ||H. NO.-412 GF Sector-14 Gurugram Haryana India-122001 |
|pururaj singh rathore ||01315933 ||Director ||202 7th A Main 2nd Stage RPC Layout Vijaynagar Bangalore-560040 |
|atul kumar jain ||02069421 ||Director ||Bazar Kot P.0 Amroha Jyotiba Phule Nagar-244221 UP |
|maheshkumarsodhani ||02293060 ||Director ||8/404 Sector-8 Vidhyadhar Nagar Jaipur |
|vineetasingh ||01067813 ||Director ||Flat No.06091 9th Floor ATS Advantage Ahinsa Khand-1 Indirapuram Ghaziabad- 201014 |
|vinayak chauhan ||08055602 ||Director ||D-202 Nagarjuna Apartment Mayur Vihar-1 Delhi-110096 |
|Priyanka ||ARJPP9129P ||Company ||kotdwar Uttarakhand |
21. Re-Appointment of Directors:
Shri Yogesh Alawadi Shri Ram AutarBansaland ShriPradyutChauhan Directors of thecompany who retire by rotation u/s 152 of the Companies Act 2013 from the board at the29th Annual General Meeting and being eligible offers themselves for re-appointment.
Further Smt. Vineeta Singh Additional Director who was appointed as AdditionalDirector w.e.f. 21st May 2019 holds office up to the date of the ensuing AGM. Thereforethe Company has received a notice in writing from a member under Section 160 of the Actproposing the appointment of Smt. Vineeta Singh as a Director on the Board of the Company.
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.
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.
Changes in Directorship and Key Managerial Personnel (KMP)
During the year under review there were no changes in the Directorships. However theCompany has appointed Ms. Priyanka (PAN: ARJPP9129P) as Company Secretary and KeyManagerial Personnel of the Company w.e.f. 01/o6/2020.
Company has duly appointed Women Director Smt. Vineeta Singh as independent Directoras required under section 149(6) of the Companies Act 2013.
M/S. Gulvardhan Malik & Co. (Firm's Registration No: 028432N) Statutory Auditorsof our company retires at this Annual General Meeting and are eligible for re-appointment.Members are requested to appoint Auditors until the conclusion of next Annual GeneralMeeting and authorize directors to fix their remuneration. Certificate from the Auditorshas been received to the effect that their reappointment if made would be within thelimits 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.
4. 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 and havemade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31.03.2021 and of the Loss of theCompany 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 financial controlsto be followed by the company and those internal financial controls are adequate and wereoperating effectively.
v. Directors had devised proper systems to ensure compliance with the provisions of allapplicable 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.
6. 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
7. 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 submitted revised rehabilitation scheme several times to BIFR finally DRSof the company was approved. As a matter of fact company is out of BIFR except small issuegoing on with UPFC for DADP interest against which UPFC is in AAIFR letter on abolished bythe government.
8. 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.
9. 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).
10. 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. Company's well defined organizationalstructure documented policy guidelines defined authority matrix and internal controlsensure efficiency of operations compliance with internal policies and applicable laws andregulations as well as protection of resources.
11. 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 65employees at present. The Industrial relations continued to remain cordial during the yearunder review with entire force of the company.
12. RELATED PARTY DISCLOSURE
Related party transactions-The Company did not enter into any materiality significantrelated transactions which has potential effect with the interest of the company atlarge.
13. MANAGEMENT DISCUSSION & ANALYSIS REPORT.
The Management Discussion & Analysis Report as required forms part of this report.
14. 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 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.
Website of the company consisting all required particulars and is duly operational is:http//coralnewsprintslimited.com.
16. 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 SEBI (ListingObligations and Disclosure Requirements) 2015 as amended from time to time elating toCorporate Governance requirements. Annual report contains a separate section on CorporateGovernance which forms part of this report. Your company is listed with Bombay StockExchange; though for the time being trading is suspended due to certain deficiencies incompliances of BSE requirement which are in the process of compiling. Directors of thecompany are quite hopeful to get relisted of its security soon.
17. CEO/ CFO CERTIFICATION:
As required by Regulation 17 (8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Compliance Certificate as specified in Part B ofSchedule II of the said Regulation duly signed by ShriPushpendraPratap Singh Chauhan CEOwas placed before the Board of Directors at the meeting held on 11-08-2021
18. 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.
19. 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 Shri 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:
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 50%of the DADP as per the order of BIFR. However UPFC has challenged the order and filedappeal before higher authorities (AAIFR) which letter on dismissed.
(As per the Definition Section 2(31) of the Companies Act 2013) - During the yearunder review company has not accepted any deposits from Public.
The following details of deposits covered under Chapter V of the act:
|l. Deposits Accepted during the year ||: NIL |
|ll. Remained unpaid or unclaimed as at the end of the year ||: NIL |
Ill. 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.
|ea. 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.
21. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made hereunder.
22. 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-ll.
23. 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.
24. NUMBER OF MEETINGS OF THE BOARD
Board of Directors met (5) times during the financial year 2020-21. Details regardingdates and attendance at the Board meetings are provided in the Report on CorporateGovernance which forms part of this report.
25. Audit Committee:
As on 31st March 2021 the Audit Committee comprises of three Directors. Members of theAudit Committee are as follows:
|1. Mr. Atul Kumar Jain ||Chairman |
|2. Mr. Pushpendra 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 is given as under: Thedetails of the Audit Committee are given as under:
Attendance record of Audit Committee Meetings:
|Name of The Member ||DIN ||Position ||Status ||No. of Meeting Held ||No. of Meeting Attended ||Sitting fees (Rs) |
|Atul Kumar Jain Chairman ||02069421 ||Non-Exe. Director ||Active ||4 ||4 ||0.00 |
|Mahesh Kumar Sodhani ||02293060 ||Non-Exe. Director ||Active ||4 ||4 ||0.00 |
|Yogesh Alawadi ||01144813 ||Non- Exe. Director ||Active ||4 ||4 ||0.00 |
26. 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.
27. 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.: Coralnewsprintslimited.com.
Managerial remuneration -Key managerial of the company are as follows DIRECTORREMUNERATION:
|S.No. NAME OF THE KMP ||Remuneration for Current Year (Amount in Rs.) ||Remuneration for Previous year (Amount in Rs.) |
|1. Mr. Pradyut Chauhan ||600000 ||600000 |
|2. Mr. Pushpendra P.S. Chauhan ||1323600 ||1323800 |
|3. Mr. Ram Avtar Bansal ||Nil ||Nil |
|4. Mr. Atul Kumar Jain ||Nil ||Nil |
|5. Mr. Mahesh Kumar Sodhani ||Nil ||Nil |
|6. Mr. Yogesh Alawadi ||Nil ||Nil |
|7. Mr. Pururaj Singh Rathore ||Nil ||Nil |
|8. Mr. Vinayak Chauhan ||Nil ||Nil |
|9. Smt. Vineeta Singh ||Nil ||Nil |
Remuneration is not required to be paid to Independent Directors as per section149 read with schedule IV of the companies Act 2013.
28. 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.
29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN WORKPLACE (PREVENTION & REDRESSED)ACT 2013.
In accordance with the sexual harassment of women at work place (PreventionProhibition & 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.
30. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company can be accessed from its website:http://www.coralnewsprintslimited.com.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not granted any loans guarantees and has not made any investmentpursuant to Section 186 of the Companies Act 2013.
33. SUBSIDIARIES AND JOINT VENTURES
As on 31st March 2021 the Company does not have any subsidiaries and joint ventures.
34. 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.
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.
35. DISCLOSURE RELATED TO COST RECORDS OF THE COMPANY
Maintenance of Cost Records of the Company is not applicable to the Company pursuant toSection 148 of the Companies Act 2013.
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-110092 ||Pushpendra P.S. Chauhan |
|Place : Delhi ||(director-wtd) |
|Date : 11.08.2021 ||(DIN: 01871760) |