To
The Members,
CORAL NEWSPRINT LIMITED Delhi 110092
Your Directors take pleasure in presenting herewith 32nd Annual Report on the working results of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS (Standalone)
(In Rs ,000)
i) Shareholders may note that for current financial year ending 31.03.2024 after Depreciation Company suffered losses 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 the major power source in Uttar Pradesh, the generation also got affected due to covid affect poor supply of coal to their generation and transmissions, Centers.
iii) In October 2003,the company through its Directors entered into share purchase agreement with Mr. N.P. Jalan and 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 the settlement award of Rs. 2.40 Crore, company has paid Rs. 1.47 Crore till 31/03/2024 and thereafter, also deposited Rs. 93.00 Lakhs with Registrar of Hon'ble Delhi High Court as per order dated 28.04.2023 & now the matter 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 trading business to perform better in the market.
2. DIRECTORS
Details of Directors and Key Managerial Personnel as on 31st March, 2024
Secretary
2. Re-Appointment of Directors:
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 reappointment.
Smt. Vineeta Singh, 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 reappointment
The office of Independent Director shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. The Board is of the opinion that this Independent director is person of integrity and possesses relevant expertise and experience.The Board is of the opinion that these 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 attending Board and Committee meetings. The Board 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 is no change in the composition of board of Directors WOMEN DIRECTOR:
Company has duly appointed Women Director, Smt. Vineeta Singh as Independent Director as required under section 149(6) of the Companies Act, 2013.
3. STATUTORYAUDITORS
M/s. L.N. Malik & Co. Chartered Accountants, be and are hereby re-appointed as Statutory Auditors of the Company and they shall hold the office of the Statutory Auditors of the Company and they shall conduct the Statutory Audit for the period ended 31st March 2024, on such remuneration as may be fixed by the Board of Directors in consultation with them."
The notes on accounts and observations of the Auditors in their report on the accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call 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 have been followed with proper explanation relating to Material aspects.
i. Appropriate accounting policies have been selected and applied consistently and have made judgment 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 31.03.2024 and of the Loss of the Company for that period;
ii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company 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 followed by 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 applicable laws and that such systems were adequate and operating effectively.
5. DIVIDEND
For the year under review the Company suffered losses therefore directors of the company did not declare 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 this financial year.
6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, R & D CELL AND FOREIGN EXCHANGE EARNING & OUTGO.
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
7. BOARD OF INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)
UPFC wide it's letter dated 05.03.2024, issued no Dues certificate after settlement of DADP interest and company has paid RS. 753,500/- in Feb 2024. The balance amount of interest waived off by UPFC after rigorous efforts by the management of the company.
8. PARTICULARS OF EMPLOYEES & DISCLOUSURE OF INFORMATION
During the year under review, there is no director or employee in respect of whom the particulars are required to be disclosed under section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rule1975, accordingly same is not applicable.
9. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure legal compliance with the requirements of 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 the company's transactions are properly recorded. Company's well defined organizational structure, documented policy guidelines, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal policies and applicable laws and regulations as well as protection of resources.
11. HUMAN RESOURCES
The company is of firm belief that the Human Resources are the driving force that propels a company towards the progress and success. The company has strength of 25 employees at present. The Industrial relations continued to remain cordial during the year under review with entire force of the company.
12. RELATED PARTY DISCLOSURE
Related party transactions-The Company did not enter into any materiality significant related transactions, which has potential effect with the interest of the company at large.
13. MANAGEMENT DISCUSSION & ANALYSIS REPORT.
The Management Discussion & Analysis Report as required forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
I. INTRODUCTION
Coral Newsprints Ltd was incorporated as a Public Limited Company. The present installed capacity of the Company is 12600 Metric Ton per annum. In a constantly changing business scenario, maintaining a 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 its existing factory located at Gajraula, Distt. Amroha (UP). The newsprint is used for the publication of newspaper, magazines and rough notes & Cheaper books while Absorbent Kraft is used for the manufacturing of laminated Mica Sheets.
II. INDUSTRY SCENERIO
Broadly, the industry is classified into four main segments - namely, writing and printing paper, Industrial packaging paper, specialty paper and newsprints. India holds 15th rank among paper producing countries in the world with a total installed capacity of 16 million tonnes. The demand is estimated at 17 million tonnes. The per capita consumption is around 13 kgs against the Asian average of 26 kgs and World average of 58 kgs. India is considered as the fastest growing market for paper in the world with an average annual growth of 6%. The domestic consumption is expected to rise to 25 million tones by 2024-25.
Indian Paper Industry is highly fragmented with over 750 paper mills of varying sizes spread across the Country. Only 50 mills are of a capacity of 50,000 tpa or more. The overall capacity utilization is estimated at 80-90 %.
III. MARKETING AND SELLING ARRANGEMENTS
The company is marketing its products all most all over the country through its Dealers network. At present, the company is having as many as 30 Dealers & Customers. The company is registered with Ministry of Industry & Commerce, New Delhi, under Newsprint Control Order 1962. Due to this the company is entitle for 5% GST instead of 12% GST therefore having penetration in in marketing and selling its newsprint to various reputed newspaper publishers who are registered with Registrar of Newspaper for India.
IV. THE SUCCESS DRIVERS Environment Management
Coral Newsprint Limited treats environment improvement as a priority area. Continuous studies are undertaken to reduce the water consumption with improvement in the quality of effluent. Compliance to pollution control norms and CREP regulations are strictly adhered to. The mill has implemented several water conservation measures and reduced water consumption to 25 KL per ton of paper during 2023-24 is one of the lowest in the paper industry. Continuous efforts are taken to reduce the water consumption to maximum possible extent at all stages.
V. OUTLOOK, OPPORTUNITIES AND CHALLENGES
The Indian paper industry has close linkages with economic growth. India's growth in the fourth quarter of the fiscal year 2020 went down to 3.1% according to the Ministry of Statistics. This drop is mainly due to the corona virus pandemic effect on the Indian economy.
Increasing literacy level increases the demand for writing and printing paper while higher industrial output leads to increased demand for industrial paper for packaging. The cumulative annual growth rate in paper consumption over the last five years has prompted Indian paper manufacturers to undertake significant capacity expansions. The cost of input material, primarily pulp and coal, has increased after remaining subdued for some time, though coal prices are highly fluctuating. The increase in pulp and waste 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 strong upswing in the pulp and paper market is being forecast based on the general improvement in the economic 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 53 percent in the next six years, principally due to a sustained boost in the number of school-going children in rural areas. Growing consumerism, modern retailing, rising literacy and the growing use of documentation 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 could contribute significantly to the demand where the paperboard is being predominantly used for packaging.
VI. RISKS AND CONCERNS
Risks and uncertainties are an inherent part of every business, and yet it is important to identify the risks and take proactive steps to mitigate them. At periodical intervals 'Coral' identifies and evaluates risks and takes preventive measures. Risk management is a part of the Company's business planning and controlling process.
Depending on the dynamics and severity, risks are categorized functions wise and classified further as High Risk, Medium Risk and Low risk.
VII. FINANCIAL PERFORMANCE
VIII. FUTURE PLANS AND OPERATIONS
Management of the Company has planned to diversify into the other industrial opportunities or trading business to perform better in the market.
14. FINANCIAL ACCOUNTING & ACCOUNTING STANDARDS:-
The Financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and incompliance with all applicable accounting standards and as per the guidance note on accounting for activities of the company issued by the Institute of Chartered Accountants of India, New Delhi (ICAI) and provisions of the Companies Act, 2013. The financial statements have been prepared under the revised schedule VI format of the Companies Act, 2013 pursuant to notification of Ministry of corporate affairs (MCA), Government of India. The Company has followed accounting treatment as prescribed in accounting standards applicable to the company.
15. WEBSITE:
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. The Directors Adhere to the requirements set out by (SEBI). The Securities & Exchange Board of India's Corporate Governance practices and has implemented all the stipulations prescribed. The Company has implemented several best corporate Governance practices as prevalent in India. Company has complied with the mandatory provisions of SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended from time to time elating to Corporate Governance requirements. Annual report contains a separate section on Corporate Governance which forms part of this report.
17. CEO/ CFO CERTIFICATION:
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 said Regulation duly signed by Shri Pushpendra Pratap Singh Chauhan, CEO was placed before the Board of Directors at the meeting held on 31.08.2024
18. RISK MANAGEMENT POLICY:
The Company has developed a very comprehensive risk management policy and the same is reviewed by the Audit Committee at periodical intervals, which in turn, informs the Board about 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 directions in 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 to previous year.
The salary rise is based on the inflation data. As such the rise in the take away is at par with other employee of the company. The Performance of the Company has been affected by Global recession and economic slowdown in the Indian economy.
Comparison to the Remuneration of Directors and other employees is as under:-
Ratio of Salary of Shri Pushpendra P.S. Chauhan :
Details of significant and material orders passed by the regulators or courts or tribunal:
DADP INTEREST - UPFC
The management of the company was in persistent touch with UPFC & with great persuation they restored OTS and finally agreed to settle DADP issue and later informing the company to deposit Rs.753300.00. Consequently, the company deposited this amount and thereafter, UPFC issued no dues certificate.
20. DEPOSITS:-
(As per the Definition Section 2(31) of the Companies Act, 2013)-During the year under review company has not accepted any deposits from Public.
The following details of deposits, covered under Chapter V of the act:
IV. The details of deposits which are not in compliance with the requirements of Chapter: There is no such Deposit held by the Company.
21. LISTING OF COMPANY' SHARES AT BSE:-
At present company's shares are listed at the Bombay Stock Exchange, the company board is hopeful for their good performance at the market level.
Company is not paying any commission to its director.
22. SECRETARIAL AUDIT REPORT:
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.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
The Company is not falling within the criteria of Section 135 of the Companies Act, 2013 and hence the Company is not required to form CSR committee.
24. NUMBER OF MEETINGS OF THE BOARD
Board of Directors met 5(Five) times during the financial year 2023-24. Details regarding dates and attendance at the Board meetings are provided in the Report on Corporate Governance, which forms part of this report.
25. Audit Committee:
As on 31st March 2024, the Audit Committee comprises of three Directors. Members of the Audit Committee are as follows:
The time gap between two meetings was less than 120 days. The under review on the details of the Audit Committee is given as unde are given as under:
Attendance record of Audit Committee Meetings:
Meeting Held
26. Statement Indicating the Manner In Which Formal Annual Evaluation has been made by the board of Its own Performance, 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 its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured 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 Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, 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 the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation 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 six months is currently not being sent to each household of shareholders. However, the company publishes its results in national & state level newspapers having wide circulation. The results area is posted on the website of the company i.e.: Coralnewsprintslimited.com.
Managerial remuneration -Key managerial of the company are as follows DIRECTOR REMUNERATION:
‘Remuneration is not required to be paid to Independent Directors as per section 149 read with schedule IV of the companies 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 and corruption due to rapid growth and geographical spread of operators. 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 vigil mechanism 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 (Prevention, Prohibition & redressal Act, 2013, Coral Newsprints 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 of women at workplace (Prevention, Prohibition & redressal rules, 2013. The earlier policy has been amended by incorporating 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 the Companies 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 the environment, like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the 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 the resolutions set forth in notice. This is pursuant to section 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 are provided in the notice
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 Companies Act, 2013.
35. ACKNOWLEDGMENT:
Your Directors place on record its sincere appreciation towards the company's valued customers in India for the support and confidence reposed by them in the organization and looks forward to the continuance of this mutually supportive relationship 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 & workers of the company.