Your Directors take pleasure in presenting herewith 32nd Annual Report on the working results of the Companytogether with the Audited Statement of Accounts for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS (Standalone)
(In Rs ,000)
PARTICULARS
Year Ended31st Mach, 2024
Year Ended31st Mach, 2023
Gross Revenue Net of Tax
8635.10
107076.79
Increase/ (Decrease) in Stock
267.65
1843.19
Gross operating profit
-
Interest / financial Charges
Depreciation
587.44
1141.90
Profit Before tax ( PBT)
(6170.66)
(6953.34)
Profit after tax (PAT)
Earnings per Share
(1.22)
(1.38)
i) Shareholders may note that for current financial year ending 31.03.2024 after Depreciation Company sufferedlosses to Rs. (6170.66) Thousands as compared to loss of Rs. (6953.34) Thousands.
ii) The increase in accumulated losses are due to major affect of covid -19 which persisted from 2019-2022,resulting shutdown of our manufacturing activities for about two years. Apart from this UPPCL which is themajor power source in Uttar Pradesh, the generation also got affected due to covid affect poor supply of coal totheir generation and transmissions, Centers.
iii) In October 2003,the company through its Directors entered into share purchase agreement with Mr. N.P. Jalanand to handover the management of the company in memorandum of terms dated 16th/17th January 2004.After the investment made by Mr. N P Jalan and he took over the position of the factory on 1st November 2003,the dispute arose between the parties and Jalan Group.
The Hon'ble High Court of Delhi vide orded dt 18.08.2005 referred the dispute to sole Arbitrator. After thesettlement award of Rs. 2.40 Crore, company has paid Rs. 1.47 Crore till 31/03/2024 and thereafter, alsodeposited Rs. 93.00 Lakhs with Registrar of Hon'ble Delhi High Court as per order dated 28.04.2023 & now thematter is pending with Hon'ble Delhi High court mediation and conciliation center.
iv) FUTURE PLANS & OPERATIONS:
Management of the Company has planned to diversified into the other industrial opportunities or tradingbusiness to perform better in the market.
2. DIRECTORS
Details of Directors and Key Managerial Personnel as on 31st March, 2024
NAME OF DIRECTOR
DIN
DESIGNATION
RESIDENTIALADDRESS
PUSHPENDRA P.S. CHAUHAN
01871760
Whole-timeDirector & CEO
D-417, Ila Apartments, B-7, VasundhraEnclave, Delhi-110096 (India)
RAM AVTAR BANSAL
02864100
Director
Ward No. 21, Near Nitin Paints, MandiKotala, Chandpur, Bijnor, U.P. - 246725,India
ATUL KUMAR JAIN
02069421
275 Ka Near Riyasat Mandir Mohalla KotAmroha Uttar Pradesh - 244221, India
YOGESH ALAWADI
01144813
E 1203, PVSN, SECTOR-67 Gurugram,Haryana, India
MAHESHKUMARSODHANI
02293060
FLAT NO. 404,Vidhyadhar Enclave,B-14, Jaipur, Rajasthan-302023, India
PRADYUTCHAUHAN
05264826
D-417, Ila Apartments, B-7, VasundharaEnclave, Delhi-110096 (India)
VINAYAK CHAUHAN
08055602
D-202, Nagarjuna Apartment, MayurVihar-1, Delhi-110096
VINEETA SINGH
01067813
Flat No.06091,9th Floor ATSAdvantage, Ahinsa Khand-1,Indirapuram, Ghaziabad - 201014
Priyanka
ARJPP9129P
Company
Secretary
KOTDWAR, UTTARAKHAND
Shri Ram Avtar Bansal, Director of the company who retire by rotation u/s 152 of the Companies Act,2013 from the board at the 32nd Annual General Meeting and being eligible offers themselves for re¬appointment.
Smt. Vineeta Singh, Director of the company who retire by rotation u/s 152 of the Companies Act, 2013from the board at the 32nd Annual General Meeting and being eligible offers themselves for re¬appointment
The office of Independent Director shall not be determined for the purpose of calculating rotationalDirectors as well as the strength of the Board. The Board is of the opinion that this Independent directoris person of integrity and possesses relevant expertise and experience.The Board is of the opinion thatthese Directors are person of integrity and possess relevant expertise and experience. He had no
pecuniary relationship with Company and its associates except for getting sitting fees for attendingBoard and Committee meetings. The Board is of the view that this appointment will be in the interest ofthe Company.
Changes in Directorship and Key Managerial Personnel (KMP)
During the year under review there is no change in the composition of board of DirectorsWOMEN DIRECTOR:
Company has duly appointed Women Director, Smt. Vineeta Singh as Independent Director as requiredunder section 149(6) of the Companies Act, 2013.
M/s. L.N. Malik & Co. Chartered Accountants, be and are hereby re-appointed as Statutory Auditors of theCompany and they shall hold the office of the Statutory Auditors of the Company and they shall conduct theStatutory Audit for the period ended 31st March 2024, on such remuneration as may be fixed by the Board ofDirectors in consultation with them.”
The notes on accounts and observations of the Auditors in their report on the accounts of the Company areself-explanatory and therefore, in the opinion of Directors, do not call 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 have beenfollowed with proper explanation relating to Material aspects.
i. Appropriate accounting policies have been selected and applied consistently and have madejudgment and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31.03.2024 and of the Loss of the Company for thatperiod;
ii. Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
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 controls to be followedby the company and those internal financial controls are adequate and were operating effectively.
v. Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
For the year under review the Company suffered losses therefore directors of the company did notdeclare any dividend for the shareholders of the Company for this year as well. Directors of the company
are hopeful that for next year company will be able to achieve much better results in compare to thisfinancial year.
The details required under the Companies (Disclosure of particulars in the Report of Board of Directors)Rules, 1988 are annexed to this report as Annexure-I
UPFC wide it's letter dated 05.03.2024, issued no Dues certificate after settlement of DADP interest andcompany has paid RS. 753,500/- in Feb 2024. The balance amount of interest waived off by UPFC afterrigorous efforts by the management of the company.
During the year under review, there is no director or employee in respect of whom the particulars arerequired to be disclosed under section 134 of the Companies Act, 2013 read with the Companies(Particulars of Employees) Rule1975, accordingly same is not applicable.
Your Company has taken adequate steps to ensure legal compliance with the requirements ofcorporate 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 the company's transactionsare properly recorded. Company's well defined organizational structure, documented policy guidelines,defined authority matrix and internal controls ensure efficiency of operations, compliance with internalpolicies and applicable laws and regulations as well as protection of resources.
The company is of firm belief that the Human Resources are the driving force that propels a companytowards the progress and success. The company has strength of 25 employees at present. TheIndustrial relations continued to remain cordial during the year under review with entire force of thecompany.
Related party transactions-The Company did not enter into any materiality significant relatedtransactions, which has potential effect with the interest of the company at large.
The Management Discussion & Analysis Report as required forms part of this report.
Coral Newsprints Ltd was incorporated as a Public Limited Company. The present installed capacity ofthe Company is 12600 Metric Ton per annum. In a constantly changing business scenario, maintaininga niche becomes even more challenging. In such a situation only with innovative leadership, state-of-the-art technology and committed people can make a company steal the lead over competition.Presently, the Company is engaged in manufacturing of Newsprints and Absorbent Kraft Papers at itsexisting factory located at Gajraula, Distt. Amroha (UP). The newsprint is used for the publication ofnewspaper, magazines and rough notes & Cheaper books while Absorbent Kraft is used for themanufacturing of laminated Mica Sheets.
Broadly, the industry is classified into four main segments - namely, writing and printing paper, Industrialpackaging paper, specialty paper and newsprints. India holds 15th rank among paper producingcountries in the world with a total installed capacity of 16 million tonnes. The demand is estimated at 17million tonnes. The per capita consumption is around 13 kgs against the Asian average of 26 kgs andWorld average of 58 kgs. India is considered as the fastest growing market for paper in the world with anaverage annual growth of 6%. The domestic consumption is expected to rise to 25 million tones by2024-25.
Indian Paper Industry is highly fragmented with over 750 paper mills of varying sizes spread across theCountry. Only 50 mills are of a capacity of 50,000 tpa or more. The overall capacity utilization isestimated at 80-90 %.
The company is marketing its products all most all over the country through its Dealers network. Atpresent, the company is having as many as 30 Dealers & Customers. The company is registered withMinistry of Industry & Commerce, New Delhi, under Newsprint Control Order 1962. Due to this thecompany is entitle for 5% GST instead of 12% GST therefore having penetration in in marketing andselling its newsprint to various reputed newspaper publishers who are registered with Registrar ofNewspaper for India.
IV. THE SUCCESS DRIVERSEnvironment Management
Coral Newsprint Limited treats environment improvement as a priority area. Continuous studies areundertaken to reduce the water consumption with improvement in the quality of effluent. Compliance topollution control norms and CREP regulations are strictly adhered to. The mill has implemented severalwater conservation measures and reduced water consumption to 25 KL per ton of paper during 2023-24is one of the lowest in the paper industry. Continuous efforts are taken to reduce the water consumptionto maximum possible extent at all stages.
The Indian paper industry has close linkages with economic growth. India's growth in the fourth quarterof the fiscal year 2020 went down to 3.1% according to the Ministry of Statistics. This drop is mainly dueto the corona virus pandemic effect on the Indian economy.
Increasing literacy level increases the demand for writing and printing paper while higher industrialoutput leads to increased demand for industrial paper for packaging. The cumulative annual growth ratein paper consumption over the last five years has prompted Indian paper manufacturers to undertakesignificant capacity expansions. The cost of input material, primarily pulp and coal, has increased afterremaining subdued for some time, though coal prices are highly fluctuating. The increase in pulp andwaste paper prices have escalated the cost of production of paper for many mills across the country.This trend of high input prices is also due to the growing demand in emerging economies. A strongupswing in the pulp and paper market is being forecast based on the general improvement in theeconomic situation and increasing literacy level in the developing countries.
In spite of the continual focus on digitization, India's requirement for paper is anticipated to rise 53percent in the next six years, principally due to a sustained boost in the number of school-going childrenin rural areas. Growing consumerism, modern retailing, rising literacy and the growing use ofdocumentation will continue to increase the demand for writing and printing paper.
The exponential enlargement of e-commerce in the nation has opened up the latest horizon and couldcontribute significantly to the demand where the paperboard is being predominantly used forpackaging.
Risks and uncertainties are an inherent part of every business, and yet it is important to identify the risksand take proactive steps to mitigate them. At periodical intervals 'Coral' identifies and evaluates risksand takes preventive measures. Risk management is a part of the Company's business planning andcontrolling process.
Depending on the dynamics and severity, risks are categorized functions wise and classified further asHigh Risk, Medium Risk and Low risk.
VII. FINANCIAL PERFORMANCE
Management of the Company has planned to diversify into the other industrial opportunities ortrading business to perform better in the market.
The Financial statements have been prepared in accordance with generally accepted accountingprinciples (GAAP) and incompliance with all applicable accounting standards and as per the guidancenote on accounting for activities of the company issued by the Institute of Chartered Accountants ofIndia, New Delhi (ICAI) and provisions of the Companies Act, 2013. The financial statements have beenprepared under the revised schedule VI format of the Companies Act, 2013 pursuant to notification ofMinistry of corporate 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.
The Company is committed to maintain highest standards of Corporate Governance. The DirectorsAdhere to the requirements set out by (SEBI). The Securities & Exchange Board of India's CorporateGovernance practices and has implemented all the stipulations prescribed. The Company hasimplemented several best corporate Governance practices as prevalent in India. Company hascomplied with the mandatory provisions of SEBI (Listing Obligations and Disclosure Requirements),2015 as amended from time to time elating to Corporate Governance requirements. Annual reportcontains a separate section on Corporate Governance which forms part of this report.
As required by Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the saidRegulation duly signed by Shri Pushpendra Pratap Singh Chauhan, CEO was placed before the Boardof Directors at the meeting held on 31.08.2024
The Company has developed a very comprehensive risk management policy and the same is reviewedby the Audit Committee at periodical intervals, which in turn, informs the Board about the riskassessment and minimization procedures adopted by the management. Suggestions or guidancegiven by the audit committee members are immediately implemented. At the corporate level major risksare reviewed by the Whole Time Director and directions in this regard are issued accordingly.
There is no increase in the remuneration payable to the Directors as compared to previous year.
The salary rise is based on the inflation data. As such the rise in the take away is at par with otheremployee of the company. The Performance of the Company has been affected by Global recessionand 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 : 13,23,600
2) Median of employees remuneration : Rs. 9.87:1
Details of significant and material orders passed by the regulators or courts or tribunal:
The management of the company was in persistent touch with UPFC & with great persuation theyrestored OTS and finally agreed to settle DADP issue and later informing the company to depositRs.753300.00. Consequently, the company deposited this amount and thereafter, UPFC issued nodues certificate.
(As per the Definition Section 2(31) of the Companies Act, 2013)-During the year under reviewcompany 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 interest thereon duringthe 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 of Chapter: There isno such Deposit held by the Company.
At present company's shares are listed at the Bombay Stock Exchange, the company board is hopefulfor their good performance at the market level.
Company is not paying any commission to its director.
Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing Company Secretary Mr.Raj Kumar Yadav, Raj Kumar Yadav & Co. is annexed with the Board Report as Annexure-II.
The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence theCompany is not required to form CSR committee.
Board of Directors met 5(Five) times during the financial year 2023-24. Details regarding dates andattendance at the Board meetings are provided in the Report on Corporate Governance, which formspart of this report.
As on 31st March 2024, the Audit Committee comprises of three Directors. Members of the AuditCommittee are as follows:
1. Sh. PPS Chauhan Chairman
2. Sh. Ram Avtaar Bansal Member
3. Sh. Mahesh Kumar Sodhani Member
The time gap between two meetings was less than 120 days. The Committee met five times in the yearunder review on the details of the Audit Committee is given as under: The details of the Audit Committeeare given as under:
Attendance record of Audit Committee Meetings:
Name of The Member
Position
Status
No. of
Meeting Held
No. of MeetingAttended
Sittingfees (Rs)
Ram Avtaar Bansal
Active
4
0.00
Mahesh Kumar Sodhani
PPS Chauhan
26. Statement Indicating the Manner In Which Formal Annual Evaluation has been made by the board of Its ownPerformance, Its Directors, and that of Its Committees:
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors, including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various 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 the performance of individual Directors including the Board Chairmanwho were evaluated on parameters 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 and that of the Chairman and theNon-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with theevaluation results, which reflected the overall engagement of the Board and its Committees with the company.
27. Nomination & remuneration Committee Policy:
Members of the nomination & remuneration committee are as follows:
1. Mr. Ram Avtaar Bansal
2. Mr. Mahesh Kumar Sodhani
3. Mr. PPS Chauhan
Half yearly /Quarterly declaration of financial performance including summary of significant events in the last sixmonths is currently not being sent to each household of shareholders. However, the company publishes its results innational & state level newspapers having wide circulation. The results area is posted on the website of the companyi.e.: Coralnewsprintslimited.com.
Managerial remuneration -Key managerial of the company are as followsDIRECTOR REMUNERATION:
S.No.
NAME OF THE KMP
Remuneration for Current Year(Amount in Rs.)
Remuneration for Previous year(Amount in Rs.)
1.
Mr. Pradyut Chauhan
Nil
2.
Mr. Pushpendra P.S. Chauhan
13,23,600
3.
Mr. Ram Avtar Bansal
4.
Mr. Atul Kumar Jain
5.
Mr. Mahesh Kumar Sodhani
6.
Mr. Yogesh Alawadi
7.
Mr. Vinayak Chauhan
8.
Smt. Vineeta Singh
‘Remuneration is not required to be paid to Independent Directors as per section 149 read with schedule IV of thecompanies Act, 2013.
28. Disclosure of EstablishmentA Vigil Mechanism:
Fraud free Corruption, free work culture has been core to the company. In view of the potential risk of fraud andcorruption due to rapid growth and geographical spread of operators. The company has put an even greateremphasis to address this risk.
To meet the objective, a comprehensive fraud risk management (FRM) policy akin to vigil mechanism of the whistleblower 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 (Prevention, Prohibition & redressal Act, 2013, CoralNewsprints Limited has modified the erstwhile policy for prevention of sexual harassment of women at workplace.
Wide notification dated December 9, 2013 Ministry of Women and Child welfare have introduced sexual harassment ofwomen at workplace (Prevention, Prohibition & redressal rules, 2013. The earlier policy has been amended byincorporating the rules and procedures as mandated in the said notification. The revised policy shall be in effect from July,23, 2014.
Company has appointed Smt .Prem Wati to redress the issues regarding sexual Harassment at workplace.
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 investment pursuant to Section 186 of theCompanies Act, 2013.
32. SUBSIDIARIES AND JOINT VENTURES
As on 31st March, 2024, the Company does not have any subsidiaries and joint ventures.
33. GREEN INITIATIVES:-
During Fiscal year, 2011 we started a sustainability initiative with the aim of going green and minimizing our impact on theenvironment, like the previous years, this year too, we are publishing only the statutory disclosures in the print version ofthe annual report. Additional information is available on our website www.coralnewsprintslimited.com.
The company provides e-voting facility to all its members to enable them cast their votes electronically on all theresolutions set forth in notice. This is pursuant to section 108 of the companies Act, 2013 and rules 2013 and rule 20 of thecompanies (Management & Administration) amendment rules, 2015. The instructions for e voting are provided in thenotice
34. DISCLOSURE RELATED TO COST RECORDS OF THE COMPANY
Maintenance of Cost Records of the Company is not applicable to the Company pursuant to Section 148 of the CompaniesAct, 2013.
35. ACKNOWLEDGMENT:
Your Directors place on record its sincere appreciation towards the company's valued customers in India for the supportand confidence reposed by them in the organization and looks forward to the continuance of this mutually supportiverelationship in future as well. The Board also places on record co-operation extended by Financial Institutions PICUP &UPFC, business associates of the Company, and confidence reposed by the Shareholders and invaluable staff & workersof 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 (DIRECTOR-WTD)
Date : 31-08-2024 (DIN: 01871760)