DIRECTORS' REPORT: Dear Member(s), Your Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. DIVIDEND: Your Directors are pleased to recommend dividend for the financial year 2014-2015 on the Equity Shares of the Company of face value of Rs.10.00/- each at the rate of Re.1/- (i.e. 10%) per equity share of the Company. PERFORMANCE: During the year under review, the company posted Revenue of Rs.1937.00 lacs as compared to previous year Rs.1368.51 lacs. However, the earnings after of the tax stood at Rs.1032.14 lacs as compared to Rs. 668.25 lacs during the previous year. TRANSFER TO RESERVES: Your Company does not propose to transfer any amount to the General Reserve. An amount of Rs. 913.11 Lacs is proposed to be retained in the Statement of Profit and Loss. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGES: The Equity Shares of the Company continues to be listed at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The scrip code number of the Equity shares of the Company on BSE is 531556 and CORAL FINAC on NSE. The trading in the Securities of the Company has been resumed in "T" group. The Company is not trading on NSE. The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed. DEMATERIALIZATION: The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders. The International Securities Identification Number, allotted to the Company is INE558D01013. The equity shares of the Company are listed at Bombay Stock Exchange Limited and National Stock Exchange. 89.77% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 10.23% is in physical form. The Company's Registrars are Link Intime India Private Limited,C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai - 400 078. PUBLIC DEPOSIT: Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2015. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control system. CORPORATE SOCIAL RESPONSIBILITY(CSR): During the financial Year 2014-2015, the Company has not made any contribution to Corporate Social Responsibility as the Company was identifying the right avenue. The Company has as on the date of signing the report initiated the policy of contributing towards Corporate Social Responsibility. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: (A) Conservation of energy: Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. (B) Technology absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions. (C) Foreign exchange earnings and Outgo: a) The foreign exchange earnings - Nil (previous year Nil). b) The foreign exchange expenditure - Nil (previous year Nil). STATE OF AFFAIRS: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) (i) Changes in Directors and Key Managerial Personnel (KMP): (a) At the Board meeting held on 28th January 2015, your Company has appointed Mr. Sachin N. Doshi as 'Chief Financial Officer (CFO)' and 'Key Management Personnel (KMP)' and Ms. Manorama A. Yadav as Company Secretary (CS)' and 'Key Management Personnel (KMP)' of the Company. (b) In accordance with the provision of Section 152(6)(a) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sachin N. Doshi (DIN: 00259986) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, himself for reappointment. Your Board recommends his re-appointment. (c) Confirmation of Appointment: Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. Sheela Kamdar(DIN: 06948522) is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for appointment as an Independent Director. (d) Appointment of Independent Directors: Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mrs. Sheela R. Kamdar (DIN: 06948522) as Independent Directors for five consecutive years starting from 14th September, 2015. Details of the proposal for appointment of Mrs. Sheela R. Kamdar (DIN: 06948522) is mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting. (ii) Appointment of Independent Director: (a) At the Annual General Meeting of the members of the Company held on 26th September, 2014, your Company has appointed the following persons as the Independent Directors of the Company: DECLARATION OF INDEPENDENCE: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. BOARD EVALUATION: The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance Requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 11th AUGUST 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [C]" to this Report. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that (a) In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. COMMITTEES: (i) Audit Committee: The Board has constituted a well-qualified Audit Committee with majority of them are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Ms. Ami M. Shah, Director acts as Chairperson to the Audit committee. (a) (i) The Composition of Audit Committee comprises the following: AUDITORS AND AUDITORS' REPORT: STATUTORY AUDITORS: M/s. M. A. Parekh & Associates, Chartered Accountants, having (Registration number 121973W), Mumbai, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2015-2016. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under As required under Clause 49 of the Listing Agreement, The Audit Committee and the Board of Directors recommend the appointment of M/s. M. A. Parekh & Associates, Chartered Accountants, as the Auditors of your Company for the financial year 2015- 16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark. AUDITORS' REPORT/SECRETARIAL AUDIT REPORT: The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory. As required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. Certain reservations and observations made in the report with regard to non-appointment of internal Auditor. The Company is still looking for the right professional and that 100 percent of Promoter's Shares are not in Demat form. The Company has already initiated the process of demating the balance physical holding of Promoter's Shares. However, the Company would ensure in future that all the provisions are complied with to the fullest extent. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [B]" to this Report. EXTRACT OF THE ANNUAL RETURN: Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March, 2015 is enclosed as "Annexure - [A]" to the Directors' Report. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES: Your Board of Directors has duly met four (4) times during the financial year i.e. on 30th May 2014, 11th August 2014, 31st October 2014 and 28th January 2015 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Audit Committee has duly met five (5) times during the financial year. i.e. on 30th May 2014,11th August 2014,31st October 2014,2nd January, 2015 and 28th January 2015 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. VIGIL MECHANISM/WHISTLE BLOWER POLICY: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The purpose of the "Whistle Blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints underthis policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at <http://www.coralhousing.in/pdf/> Policies/ Whistle-Blower-Policy.pdf under investors/policies/Whistle-Blower Policy link. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at <http://www.coralhousing.in/pdf/Policies/Related-Party->Transaction-Policy.pdf under investors/policies/Related Party Policy link. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website <http://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdf> under investors/Policies/ code of conduct The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. RISK MANAGEMENT: Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: During the year under review, the certificate of registration, granted to the company to carry business as Non-Banking Financial Institution (NBFI), has been cancelled by the Reserve Bank of India w.e.f. 26th August 2014 General a) Your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015. ACKNOWLEDGMENT: We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, M/s. Link Intime India Private Limited, Bankers and other Government Agencies for their continued support. By Order of the Board For Coral India Finance & Housing Limited sd/- Navin B. Doshi Managing Director sd/- Sachin N. Doshi Director & Chief Financial Officer Place: Mumbai Date: 28th July, 2015 |