coral india finance & housing ltd share price Directors report


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 years classification / disclosure and may not be comparable with the figures reported earlier.

Companys 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