Dear Member(s),
The Board of Directors are pleased to present the 29th Annual Report of
the Company along with the audited financial statements of the Company for the financial
year ended March 31, 2023.
1. Financial Summary and Highlights:
The Company?s financial performance for the year ended March 31,
2023 is summarized below:
(t in Lakhs except EPS)
| Particulars |
STANDALONE |
YoY growth |
|
|
2022-23 |
2021-22 |
(%) |
| Net Revenue from Operations including Other Income |
3065.41 |
2732.78 |
12.17 |
| Profit before Interest, Depreciation and Taxes |
2240.91 |
2208.83 |
1.45 |
| Less: |
|
|
|
| a. Finance Cost |
0.20 |
2.04 |
(90.20) |
| b. Depreciation |
8.87 |
9.82 |
|
| c. Provision for Taxation (including Deferred Tax) |
399.83 |
459.87 |
|
| Net Profit for the Year (I) |
1832.01 |
1737.10 |
5.46 |
| Total Comprehensive Income/Loss (II) |
876.77 |
1692.68 |
|
| Balance Profits for the earlier years |
10909.59 |
9373.98 |
|
| Less: Dividend paid on Equity Shares |
(120.91) |
(201.51) |
|
| Balance carried forward |
12620.70 |
10909.59 |
|
| Earnings Per Share (EPS) (Face Value of t 2/- each) |
4.55 |
4.31 |
5.57 |
Note: Previous year?s figures have been regrouped / reclassified
wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond
with the current year's classification / disclosure and may not be comparable with the
figures reported earlier.
Company's Performance Overview
During the financial year 2022-23:
• During the financial year 2022-23, revenue from operations
increased to t 2,955.03 Lakhs as against t 2,749.80 Lakhs in the previous year - a growth
of 7.46%.
• Employee cost as a percentage to revenue from operations
increased to 9.76% (t 97.92 Lakhs) as against 3.24% (t 89.21 Lakhs) in the previous year.
• Other expense as a percentage to revenue from operations
increased to 11.19% (t 246.70 Lakhs) as against 8.07% (t 221.87 Lakhs) in the previous
year.
• Total Profit after tax for the current year has been increased
to t 1,832.01 Lakhs against t 1,737.10 Lakhs in the previous financial year - a growth of
5.46%.
• Total Earning per share for the current year is t 4.55 against t
4.31 in the previous financial year - a growth of 5.57%.
Liquidity
Our principal sources of liquidity are cash and cash equivalents,
current investments and the cash flow that we generate from our operations. We continue to
be debt- free and maintain sufficient cash to meet our strategic and operational
requirements. We understand that liquidity in the Balance Sheet has to balance between
earning adequate returns and the need to cover financial and business requirements.
Liquidity enables us to be agile and ready for meeting unforeseen
strategic and business needs. Our Liquid assets stand at ^ 8364.90 Lakhs as at March 31,
2023, as against ^ 6130.86 Lakhs as on March 31, 2022. Liquid assets, include deposits
with banks and investments in liquid mutual fund units. As a result, risk of cash and cash
equivalents is limited. The details of these investments are disclosed under the
'non-current and current investments? section in the financial statements in this
Annual Report.
Dividend
The Company has a consistent track record of dividend payment. Based on
Company?s performance, the Board of Directors, at its meeting held on May 18, 2023
had recommended a final dividend of ^ 0.30 (Thirty paise) per equity share of ^ 2 (Rupees
Two only) each (15%) for the financial year ended March 31, 2023 on the total outstanding
shares 40302225 amounting to ^ 120.91 Lakhs, subject to the approval of Members at the
ensuing Annual General Meeting of the Company and payable to those Shareholders whose
names appear in the Register of Members and Beneficial Owners as on Friday, July 07, 2023.
The Company declares and pays dividend in Indian rupees. Companies are
required to pay / distribute dividend after deducting applicable withholding income taxes.
The remittance of dividends outside India is governed by Indian law on foreign exchange
and is also subject to withholding tax at applicable rates.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
The aforesaid final dividend are being paid by the Company from its
profits for the respective financial year.
Loans and Investments
Details of loans, guarantees and investments under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 as on March 31, 2023, are set out in Note 4, 6 and 10 to the Standalone Financial
Statements of the Company. There was no guarantee given by the Company for the period
under review.
Transfer to Reserves
The Board of Directors of your company has decided not to transfer any
amount to the Reserves for the year under review.
Public Deposit
Your Company has neither accepted nor renewed any deposit within the
meaning of Sections 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 in force).
Share Capital
During the year under review, there was no change in the issued and
subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on
March 31, 2023 stands at ^ 80,604,450 divided into 40,302,225 equity shares of ^ 2/- each.
Confirmations
a. During the year under review, the Company has not:
(i) issued any shares, warrants, debentures, bonds, or any other
convertible or non-convertible securities.
(ii) issued equity shares with differential rights as to dividend,
voting or otherwise.
(iii) issued any sweat equity shares to its Directors or employees.
(iv) made any change in voting rights.
(v) reduced its share capital or bought back shares.
(vi) changed the capital structure resulting from restructuring.
(vii) failed to implement any corporate action.
b. The Company?s securities were not suspended for trading during
the year. Please refer the 'Transparency & Relationship with stakeholders?
section forming part of the Annual Report for further details with respect to revocation
of suspension.
c. The disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue, rights issue, preferential
issue, etc. is not applicable to the Company.
Particulars of Contract/Arrangements with Related Party
All transactions with related parties were reviewed and approved by the
Audit Committee and are in accordance with the Policy on dealing with and materiality of
Related Party Transactions and the Related Party Framework, formulated and adopted by the
Company. Prior omnibus approval of the Audit Committee is obtained for related party
transactions which are repetitive in nature. The
transactions entered into pursuant to the omnibus approval so granted
are reviewed on a quarterly basis by the Audit Committee.
All contracts/arrangements/transactions entered into by the Company
during the year under review with Related Parties were in ordinary course of business and
on arm?s length basis in terms of provisions of the Act.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large. There were no transactions
of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group
which individually holds 10% or more shareholding in the Company. Further, there are no
contracts or arrangements entered into under Section 188(1) of the Act, hence no
justification have been separately provided in that regard.
The details of the related party transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Note no. 41 to the Standalone Financial Statements
of the Company.
The Company in terms of Regulation 23 of the Listing Regulations
submits on half yearly basis the disclosures of related party transactions to the stock
exchanges, in the format and timeline as specified by SEBI from time to time. The said
disclosures are available on the website of the Company at
https://coralhousing.in/compliances.php
The Company?s Policy on dealing with and Materiality of Related
Party Transactions is available on the website of the Company at
https://coralhousing.in/policies.php
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in Annexure [1] to this Report.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management?s discussion and analysis report is set out in
this Annual Report.
Risk Management
Pursuant to Section 134(3) (n) of the Companies Act, 2013, Company has
formulated Risk Management Policy. As per Regulation 21 of the Listing Obligations and
Disclosure Requirements Regulations, 2015, the Company is not required to constitute a
risk management committee. At present the company has not identified any element of risk
which may threaten the existence of the company.
Board policies
The details of the policies approved and adopted by the Board as
required under the Companies Act, 2013 and
Securities and Exchange Board of India (SEBI) regulations are provided
in Annexure [7] to the Board?s report.
Material Changes Affecting the Company
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year 2022-23
and the date of this report. There has been no change in the nature of business of the
Company.
2. Business description
The Company is primarily engaged in two segments viz, Construction,
development & maintenance of properties and related services and Investment.
Disclosures relating to Subsidiary Company, Associates and Joint
Ventures
The Company does not have any subsidiary company, associate company or
joint venture as on March 31, 2023. Hence, requirement of consolidated financial statement
is not applicable to the Company.
Further, pursuant to provisions of Section 129(3) of the Companies Act,
2013 read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company?s subsidiary in Form
AOC-1 is not required to be attached.
3. Human resources management
Our employees are our most important assets. The percentage increase in
remuneration, ratio of remuneration of each director and key managerial personnel (KMP)
(as required under the Companies Act, 2013) to the median of employees? remuneration,
as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out
in Annexure [2] to this Board?s report.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on Prevention of Sexual Harassment
atWorkplace for prevention, prohibition and redressal of sexual harassment at workplace in
accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment
Act"). As the Company have less than 10 nos. of employees, the company is not
required to constitute Internal Complaints Committee.
Further the details / disclosure pertaining to number of complaints
filed during the F.Y. 2022-23, disposed during the F.Y. 2022-23 and pending as on the end
of the financial year i.e. March 31, 2023 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 the people working for and on behalf of your Company, visitors to the
premises of the Company and 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 strong focus on safety with adequate thrust on employees?
safety. The Company is implementing programs to eliminate fatalities and injuries at work
place.
4. Corporate Governance
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Integrity and
transparency are key to our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably.
The Company has taken adequate steps to adhere to all the stipulations
laid down in Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate
Governance along with the certificate from Mrs. Uma Lodha from M/s Uma Lodha & Co.,
Practicing Company Secretaries confirming the compliance of Corporate Governance
requirements is annexed as Annexure [3] to this report.
The Company is regularly complying with Corporate Governance practices
and also uploading 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.
Number of the Meetings of Board
During the financial year 2022-23, 5 (five) meetings of the Board of
Directors were held. The details of the meetings of the Board of Directors of the Company
convened during the financial year 2022-23 are given in the Corporate Governance Report
which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days,
as prescribed under the Act and the Listing Regulations.
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). Mrs. Riya
Shah, Company Secretary acts as Secretary to the NRC Committee.
The salient features of the Policy are set out in the
Corporate Governance Report which forms part of this Annual Report.
The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Directors on the Board of the Company and persons holding Senior Management positions in
the Company, including their remuneration and other matters as provided under Section 178
of the Act and Regulation 19 of the Listing Regulations.
The Policy is also available on the website of the Company at
https://coralhousing.in/policies.php
Appointment and Remuneration of Directors and Key Managerial Personnel
and particulars of employees
The appointments and remuneration paid to the Directors are in
accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force).
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force) in
respect of Directors/employees of the Company is set out in the Annexure [2] to this
report and the Nomination and Remuneration Policy is also available on the website of the
Company at https:// coralhousing.in/policies.php
Declaration of independence from Independent Directors
Definition of ‘Independence? of Directors is derived from
Regulation 16 of the Listing 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 Directors confirming that:
1. they meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of
Regulation 16 of the Listing Regulations;
2. they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and
3. 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 database maintained by the Indian Institute of Corporate
Affairs (IICA), Manesar;
4. in terms of Regulation 25(8) of the Listing Regulations, they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
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 has ensured the veracity of the disclosures made
under Regulation 25(8) of the Listing Regulations by the Independent Directors of the
Company.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
The Company had sought a certificate from the Secretarial Auditor of
the Company confirming that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed and/or continuing as Directors by the
SEBI/MCA or any other such statutory authority, enclosed as Annexure [C] to Corporate
Governance Report.
Performance Evaluation
The Nomination and Remuneration Policy of the Company empowers the
Nomination and Remuneration Committee or Board of Directors to formulate a process for
evaluating the performance of Individual Directors, Chairman, Committees of the Board and
the Board as a whole.
The parameters for the performance evaluation of the Board, inter alia,
include functioning of the entire Board contribution of individual directors therein and
suggesting together the improvements areas, if any etc.
The parameters for the performance evaluation of the Directors include
attendance, effective participation in meetings of the Board, domain knowledge, vision,
strategy, etc.
The Chairperson(s) of the respective Committees based on feedback
received from the Committee members on the outcome of performance evaluation exercise of
the Committee, shares 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
Company after considering the views of Executive Director and Non-Executive directors, the
quality, quantity and timeliness of flow of information between the Company management and
the Board 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 identified for 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 Report which forms a part of this Annual Report.
Familiarization Program for Independent Directors
All Independent Directors are familiarised with the
operations and functioning of the Company at the time of their
appointment and on an ongoing basis. The details of the training and familiarisation
programme are provided in the Corporate Governance Report and is also available on the
website of the Company at https://coralhousing.in/ policies.php
Directors and Key Managerial Personnel Board of Directors
I. Change in Directorate
a. During the year
During the year, at the 28th Annual General Meeting (AGM) held on
August 05, 2022, the shareholders of the Company approved the following:
i) Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, 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 the time being in force) and the Articles of Association of the Company, at the 28th
AGM held on August 05, 2022, Mrs. Meeta Sheth, Non-executive, Non-Independent Promoter
Director of the Company has been re-appointed pursuant to retirement by rotation.
b. After the end of the year and up to the date of the Report
i) Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, 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 the time being in force) and the Articles of Association of the Company, Mr. Kishor
Mehta, Whole-time Director of the Company is liable to retire by rotation at the ensuing
AGM and being eligible have offered himself for re-appointment.
Based on performance evaluation and recommendation of Nomination and
Remuneration Committee, the Board of Directors recommends his re-appointment as an
Executive Director of the Company, liable to retire by rotation. In accordance with the
provisions of the Act read with the Rules
issued thereunder, the Listing Regulations and the Articles of
Association of the Company, Additional Director, Independent Directors and Managing
Director of the Company are not liable to retire by rotation.
(i) Re-appointment of Managing Director
The Board of Directors at their meeting held on May 18, 2023, subject
to approval of the shareholders, had approved the reappointment of Mr. Navin Doshi as the
Managing Director of the Company for a further period of 5 (five) years commencing from
August 01, 2023 till July 31, 2028, not liable to retire by rotation.
Appropriate resolution for re-appointment of Mr. Navin Doshi as the
Managing Director of the Company is being placed for the approval of the shareholders of
the Company at the ensuing AGM. The Board of Directors, Nomination and Remuneration
Committee and Audit Committee of the Company recommends his re-appointment as the Managing
Director of the Company.
(ii) Re-appointment of Whole-time Director
The Board of Directors at their meeting held on May 18, 2023, subject
to approval of the shareholders, had approved the reappointment of Mr. Kishor Mehta as the
Whole-time Director of the Company for a further period of 5 (five) years commencing from
June 25, 2023 till June 24, 2028, liable to retire by rotation.
Appropriate resolution for re-appointment of Mr. Kishor Mehta as the
Whole-time Director of the Company is being placed for the approval of the shareholders of
the Company at the ensuing AGM. The Board of Directors, Nomination and Remuneration
Committee and Audit Committee of the Company recommends his re-appointment as the
Whole-time Director of the Company.
Mr. Navin Doshi, Chairman & Managing Director & Mr. Kishor
Mehta, CFO & Wholetime Director of the Company, having attained the prescribed age
limit of 70 years, for reappointing them as the Managing Director & Whole-time
Director respectively, Special Resolutions were proposed in accordance with Section 196 of
the Companies Act read with Schedule V for approval by the shareholders of the Company at
the ensuing AGM.
In the opinion of the Nomination and
Remuneration Committee and Board of Directors of the Company,
considering seniority of Mr. Navin Doshi & Mr. Kishor Mehta and role played by both of
them towards the growth of this Company and to reap the benefits of their rich and varied
experience, the re-appointment of Mr. Navin Doshi & Mr. Kishor Mehta as the Managing
Director of the Company, not liable to retire by rotation & Whole-time Director of the
Company, liable to retire by rotation, respectively would be in the interest of the
Company and its shareholders.
None of the Directors of the Company have resigned during the year
under review.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel
of the Company:
1. Mr. Navin Doshi: Managing Director
2. Mr. Kishor R. Mehta: Whole-time Director & CFO
3. Mrs. Riya R. Shah: Company Secretary
During the year under review, there were no changes to the Key
Managerial Personnel of the Company.
Committees of the Board
The Board of Directors has the following Statutory Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders? Relationship Committee
4. Corporate Social Responsibility Committee
The Board of Directors have also consituted 3 (three) management
committees, viz, Investment Committee, Shareholders Grievances Committee and Sales and
Rental Committee.
A detailed note on the composition of the Board and its committees,
including its terms of reference is provided in the Corporate Governance Report. The
composition and terms of reference of all the Statutory Committee(s) of the Board of
Directors of the Company is in line with the provisions of the Act and Listing
Regulations.
During the year, all recommendations of the Committees of the Board
which were mandatorily required have been accepted by the Board.
Enhancing Shareholders Value
The Company accords top priority for creating and enhancing
shareholders value. All the Company?s operations are guided and aligned towards
maximizing shareholders value.
The Company has a duly established Stakeholders Relationship Committee
(SRC). The Stakeholders Relationship Committee comprises of Mrs. Sheela Kamdar
(Chairperson), Mrs. Meeta Sheth (Member), Dr. Sharad Mehta (Member), Mr. Kishor Mehta
(Member) and Mr. Niraj Mehta (Member). 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 which forms part of this Annual Report.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls with
reference to financial statements. The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company?s policies, the safeguarding of its assets, the prevention and detection of
fraud, error reporting mechanisms, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial disclosures.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same.
The Audit Committee of the Board of Directors and the Statutory
Auditors are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observation and corrective actions taken by the management are presented
to the Audit Committee of the Board. To maintain its objectivity and independence, the
internal Audit function reports to the Chairperson of the Audit Committee. The Company
prepares Standalone Financial Statements in accordance with the applicable accounting
standards.
Material Orders of Judicial Bodies/Regulators
During the year under review, there were no significant material orders
passed by the Regulators or Courts or Tribunals impacting the going concern status of the
Company and its operations in future.
Reporting of Frauds
During the year under review, neither the statutory auditor nor the
secretarial auditor has reported to the Audit Committee and / or Board under Section
143(12) of the Companies Act, 2013 and Rules framed thereunder, any instances of fraud
committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board?s report.
Annual Return
The Annual Return of the Company as on 31st March, 2023 in Form MGT-7
in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company at
https://coralhousing.in/ shareholders-meeting.php
Compliance with Secretarial Standard
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
Listing
The Equity Shares of the Company continue to remain listed on BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE).
| Description of Securities |
Series |
No. of Securities |
BSE Limited (Scrip Code) |
National Stock Exchange of India Limited
(Symbol) |
Calcutta Stock Exchange (CSE) (Scrip Code)* |
| Equity shares of ^ 2/- each fully paid up |
EQ |
40302225 |
531556 |
CORALFINAC |
013098 |
| *Voluntarily Delisted w.e.f. July 29, 2022. |
|
|
|
|
|
The annual listing fees for the F.Y. 2022-23 has been paid to these
Stock Exchanges.
During the year under review, the Company has filed Voluntary Delisting
of its Equity Shares from Calcutta Stock Exchange in accordance with Regulation 5 & 6
of the Securities and Exchange Board of India (Delisting of Securities) Regulations, 2021.
Further, the Equity Shares of the Company has been delisted from the Calcutta Stock
Exchange Limited (CSE) w.e.f. July 29, 2022, vide The Calcutta Stock Exchange Limited
notice reference no. CSE/ LD/15606/2022 dated July 28, 2022 through voluntary delisting
procedure in accordance with Regulation 5 and 6 of the SEBI (Delisting of Equity Shares)
Regulations, 2021 ("SEBI Delisting Regulations").
However, the delisting from CSE is not prejudicial to or affect the
interest of the investors and the equity shares of the Company will continue to be listed
on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Registrar and Share Transfer Agent
Link Intime India Private Limited (LIIPL) is the Registrar and Share
Transfer Agent of the Company.
Unclaimed Dividend
During the year, the Company has transferred the unclaimed and
un-encashed dividends of ^ 2.83 Lakhs (Rupees Two lakh eighty-three thousand). Further,
37,100 (Thirty seven thousand one hundred) corresponding shares on which dividends were
unclaimed for seven consecutive years were transferred as per the requirements of the IEPF
Rules. The details of the resultant benefits arising out of shares already transferred to
the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid
dividend account up to the year, and the corresponding shares, which are liable to be
transferred, are provided in the Transparency & Relationship with stakeholders section
of the Corporate governance report and are also available on our website, at
https://coralhousing.in/ unclaimed-dividend-and-iepf.php
Directors' Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), the Directors of
the Company state that:
a. in the preparation of the Annual Accounts for the financial year
ended March 31, 2023, the applicable Accounting Standards and Schedule III of the
Companies Act, 2013, have been followed and there are no material departures from the
same;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profits of the Company for the financial year ended March 31, 2023;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company 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 the Company 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 were in place and that such systems are adequate and operating
effectively.
Vigil Mechanism / Whistle Blower Policy
The Company has adopted Vigil Mechanism / Whistle Blower Policy, which
was approved and adopted by the Board of Directors of the Company as per the provisions of
Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and
Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The said policy provides a formal mechanism for all Directors and
employees of the Company to approach Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behavior, actual or suspected fraud and
violation of the Company?s Code of Conduct and Business Ethics. Under the Policy,
each Director / employee of the Company has an assured access to the Chairperson of the
Audit Committee.
The Policy is displayed on the website of the Company
https://coralhousing.in/policies.php
5. Auditors and Auditors' Report Audit reports
The Statutory Auditors? report on the Financial Statements for the
financial year ended March 31, 2023 does not contain any qualification, reservation or
adverse remark and is self-explanatory and unmodified and thus does not require any
further clarifications / comments. The Statutory Auditors have not reported any incident
of fraud to the Audit Committee of the Company during the year under review.
The Auditors? Report for the financial year ended March 31, 2023
on the financial statements of the Company is a part of this Annual Report.
The Secretarial Compliance Report for the financial year ended March
31, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/
guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing
Regulations does not contain any qualification, reservation or adverse remarks and is set
out in Annexure [5] to this report. The Secretarial Compliance Report has been voluntarily
disclosed as part of Annual Report as good disclosure practice.
As required by Schedule V of the Listing Regulations, the Auditors
Certificate on Corporate Governance received from Mrs. Uma Lodha is set out in Annexure
[3] to this report.
Auditors
Statutory Auditor:
As per the provisions of Sections 139, 142 and all other applicable
provisions of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof, for the time being in force) at the 28th Annual General Meeting of
the Company held on August 05, 2022, the Members of the Company had re-appointed M/s.
Hasmukh Shah & Co. LLP, Chartered Accountants (Firm Registration No. 103592W/
W-100028), as the Statutory Auditors of the Company to hold the office for a second term
of 5 (five) years from the conclusion of 28th (twenty-eight) Annual General Meeting till
the conclusion of the 33rd (thirty-third) Annual General
Meeting to be held in the year 2027.
M/s. Hasmukh Shah & Co. LLP has confirmed that they are not
disqualified from continuing as Auditors of the Company and that they satisfy the
independence criteria required under the Companies Act, 2013.
Secretarial Auditor:
The Board of Directors of the Company on recommendation made by the
Audit Committee have appointed Mrs. Uma Lodha, Proprietor of M/s Uma Lodha & Co.,
Practicing Company Secretaries (Certificate of Practice No. 2593, Membership No. 5363), as
the Secretarial Auditor to conduct an audit of the secretarial records for the financial
year 2023-24, based on the consent received from Mrs. Uma Lodha.
The Secretarial Audit Report for the financial year ended March 31,
2023 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the
Listing Regulations (including any statutory modification(s) or re- enactment(s) thereof
for the time being in force) does not contain any qualification, reservation or adverse
remarks and is set out in the Annexure [4] to this report.
Internal Auditor:
M/s Paresh Vora & Associates, Chartered Accountants (Firm
Registration Number: 0118090W) have carried out internal audit for the financial year
2022-2023. The Board of Directors at their meeting held on May 18, 2023 have re-appointed
M/s Paresh Vora & Associates, Chartered Accountants as the Internal Auditors of the
Company for the Financial Year 2023-2024.
6. Corporate Social Responsibility (CSR)
During the financial year ended March 31, 2023, the Company incurred
CSR Expenditure of ^ 30.93 Lakhs including set-off of excess CSR spends of ^ 1.33 lakhs
made by the Company in previous financial year. During the financial year 2022-23, the CSR
initiatives of the Company were under the thrust area of health care. The CSR Policy of
the Company is available on the website of the Company at
http://coralhousing.in/policies.html
The Company?s CSR Policy statement and annual report on the CSR
activities undertaken during the financial year ended March 31, 2023, in accordance with
Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) is set out in Annexure [6] to this report.
Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo
Pursuant to Section 134(3) (m) of the Act read with
Companies (Accounts) Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is continuously making sincere
efforts towards conservation of energy and optimizing its usage in all aspects of
operations.
2. Technology Absorption: The Company has not incurred any R & D
expenditure during the year. Details related to technology absorptions are not applicable
to your company during the year under review.
3. Export Activities: There was no export activity in the Company
during the year under review. The Company is not planning any export in the near future,
as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
7. Other Disclosures
a. No credit rating has been obtained by the Company with respect to
its securities.
b. The Company does not have any scheme or provision of money for the
purchase of its own shares by employees/ Directors or by trustees for the benefit of
employees/ Directors;
c. Cost audit records are not required to be maintained by the Company;
d. During the year under review, there was no delay in holding the
Annual General Meeting of the Company;
e. There was no revision of financial statements and Boards report of
the Company during the year under review;
f. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable;
g. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
|
For and on behalf of the Board of Directors of Coral India
Finance and Housing Limited CIN: L67190MH1995PLC084306 |
|
| Place : Mumbai Date: May 18, 2023 |
Navin Doshi Chairman & Managing Director DIN: 00232287 |
Kishor Mehta Whole-time Director & CFO DIN: 00235120 |
