Coral Newsprints Ltd Management Discussions.


The Members,


Your Directors take pleasure in presenting herewith 27th Annual Report on the working results of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2019.


PARTICULARS Year Ended 31st Mach, 2019 Year Ended 31st Mach, 2018
Gross Revenue Net of GST 1614.75 1206.19
Increase/ (Decrease) in Stock (2.41) (4.66)
Gross operating profit
Interest / financial Charges 0.00 0.00
Depreciation 11.05 16.70
Profit Before tax (PBT) (50.69) (59.31)
Profit after tax (PAT) (60.50) (41.69)
Earnings per Share (1.20) (0.83)

i) Shareholders may note that for current financial year ending 31.03.2019 after depreciation company suffered losses to Rs. -50.69 Lakhs as compared to Loss of Rs. -59.31 Lakhs & during the current year under review company has earned cash Profit to Rs. -39.63 for the financial year ending 31.03.2019 as against cash loss of Rs. -42.61 Lakhs for the financial year ending 31.03.2018.

ii) During the financial year ended 31st of March 2019 also company really suffered on account of major power cuts & irregular supply of electricity by UPSEB apart from increase in tariff rates; however company managed to show good results in compare to previous year.

iii) During the year under review company could manage to pay a sum of Rs 12 Lakhs only to Jalan Group as per the order of Arbitrator, High Court dated 15.12.2010 due to financial Crunch, however company is making rigorous efforts to pay pending amount of 93 Lakhs to Jalan Group.


Management of the Company has already taken several steps to modernize its plant at Gajraula, District Amroha U.P by adopting new technology. During the year under review certain old machinery was also replaced by Company & spent a sum of Rs 1.54 Lakhs For Pollution control Board requirements. Management also intends to upgrade the quality of newsprint for better penetration for the possibilities of Export & in the local market. With additional equipments, Company also intends to increase production capacity for the next financial year. Management of the company wish to invest a sum of Rs. 75 Lakhs towards up-gradation of Machinery.


Shri Pushpendra P.S. Chauhan, Shri Ram Autar Bansal and Shri Yogesh Alawadi Directors of the company who retire by rotation u/s 152 of the companies Act, 2013 from the board at the 27th Annual General Meeting and being eligible offers themselves for re-appointment.


M/S. Gulvardhan Malik & Co., (Firms Registration No: 028432N) Statutory Auditors of our company retires at this Annual General Meeting and are eligible for re-appointment. Members are requested to appoint Auditors until the conclusion of next Annual General Meeting and authorize directors to fix their remuneration. Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 139, 142 of the companies Act, 2013.

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.


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 31.03.2019 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.


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 much better results in compare to this financial year.


The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report as Annexure I


The Company was declared sick by BIFR way back in 2000. Board of Industrial & Financial Reconstruction (BIFR) has appointed Punjab National Bank as operating agency. The Company has submitted revised rehabilitation scheme several times to BIFR, finally DRS of the company was approved. As a matter of fact company is under the revival Scheme of the BIFR except small issue going on with UPFC for DADP interest against which UPFC was is in AAIFR, which(AAIFR) later on abolished by the government.


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) Rule 1975, accordingly same is not applicable.


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).


The company has a system of internal controls in place to ensure that all of the companys transactions are properly recorded and authorised. Companys well defined organisational 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.


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 85 employees at present. The Industrial relations continued to remain cordial during the year under review with entire force of the company.


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.


During the year under review Company is already availing services of whole time company Secretary as required to be appointed under section 383-A of the Companies Act, 2013.


The Management Discussion & Analysis Report as required under clause 49(IV)(F) of the listing Agreement with the Stock Exchanges forms part of this report.


The Financial statements have been prepared in accordance with Generally accepted accounting principles (GAAP) and in compliance 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.

16. Electronic copy of the 27th Annual Report for 2018-19 and Notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the 27th Annual Report and Notice of the 27th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.


Website of the company consisting all required particulars and is duly operational is: http //


The Directors Adhere to the requirements set out by (SEBI) the Company is committed to maintain highest standards of Corporate Governance.. The Securities & Exchange Board of Indias 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 clause 49 of the listing agreement relating to corporate Governance requirements. Annual report contains a separate section on corporate Governance which forms part of this report. Your company is listed with Bombay Stock Exchange; though for the time being trading is suspended due to certain deficiencies in compliances of BSE requirement, which are in the process of compiling. Directors of the company are quite hopeful to get relisted of its security soon.


Certification from Mr. Pushpendra P.S. Chauhan, Whole Time Director of the company in term of Clause 49 (VIII) of the listing agreement with the Stock exchanges for the financial year ended on 31st March, 2019 was placed before the Board of Directors of the Company in its meeting held on 27/07/2019.


Company has duly appointed Lady Director Mrs. Vineeta Singh as independent Director as required under section 149(6) of the Companies Act, 2013.

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.

Details of Directors and Key Managerial Personnel:

PUSHPENDRA P.S. CHAUHAN 01871760 Whole-time Director & CEO D-417, Ila Apartments, B-7, Vasundhra Enclave, Delhi-110096 (India)
RAM AVTAR BANSAL 02864100 Director 28K, Kotla, Chandpur, Bijnore - 246725 (UP)
PRADYUT CHAUHAN 017483706 Director D-417, Ila Apartments, B-7, Vasundhara Enclave, Delhi-110096 (India)
YOGESH ALAWADI 01144813 Director J-3/34, DLF, Phase-11, Gurgaon-122002
PURURAJ SINGH RATHORE 01315933 Director 202, 7th A Main, 2nd Stage, RPC Layout, Vijaynagar, Bangalore-560040
ATUL KUMAR JAIN 02069421 Director Bazar Kot, P.O Amroha Jyotiba Phule Nagar-244221 UP
MAHESH KUMAR SODHANI 02293060 Director 8/404, Sector-8, Vidhyadhar Nagar, Jaipur
VINEETA SINGH 01067813 Director Flat No.06091, 9th Floor ATS Advantage, Ahinsa Khand-1, Indirapuram, Ghaziabad- 201014
VINAYAK CHAUHAN 08055602 Director D-202, Nagarjuna Apartment, Mayur Vihar-1, Delhi-110096
PRIYANKA ARJPP9129P Company Secretary Malini Market, Kotdwar Distt. Pauri Garhwal - 246149

21. Re-Appointment of Directors:

As per the Provision of the Companies Act, 2013 and Article of Association of the Company, Shri Pushpendra P.S. Chauhan (DIN: 00702883), Shri Ram Autar Bansal (DIN: 02864100) & Shri Yogesh Alawadi( DIN:01144813) retires in ensuing Annual General Meeting and being eligible seeks ReAppointment. The Board recommends their Re-Appointment.

Shri Pushpendra P.S. Chauhan is a post Graduate with over 35 years of rich business experience in manufacturing of paper & already Director of Coral News Prints Limited retires by rotation & being eligible offers himself for reappointment.

Shri Ram Autar Bansal is a successful entrepreneur and engaged in the business of sugar trading at Chandpur, Dist. Bijnore (UP).

Shri Pradyut Chauhan is a Commercial Pilot. With his technical know-how, the company is committed to modernize in its technical fields already Director of Coral News Prints Limited retires by rotation & being eligible offers himself 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.

SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is the Independent Director re-appointed in last Annual General Meeting. In view of the provision of Section 149(4) of the Companies Act, 2013, the Company has to appoint an Independent Director for a term of 5 years. In view of the amendment in the Companies Act, these Directors are appointed in terms of the Section 149 of the Companies Act, 2013 for a period of 5 years, commencing from the date of Annual General Meeting i.e. 30-09-2019. The office of these Directors shall not be determined for the purpose of calculating rotational Directors as well as the strength of the Board. SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is CPA from Australia and is having a rich experience in Finance & Marketing.

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.

22. 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:-

1) Median of Directors remuneration

Ratio of Salary of Shri Pushpendra P.S. Chauhan : 12.01
2) Median of employees remuneration : Rs. 1,21,600

Details of significant and material orders passed by the regulators or courts or tribunal:


BIFR has passed the order for one time settlement with Uttar Pradesh Financial Corporation. The same was settled with the Institution and the company has paid about 61% of the outstanding as per the order of BIFR. However, UPFC has challenged the order and filed appeal before higher authorities (AIFR), which is pending.


(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:

I. Deposits Accepted during the year: NIL

II. Remained unpaid or unclaimed as at the end of the year: NIL

III. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.

a. At the beginning of the year : NIL
b. Maximum during the year : NIL
c. At the end of the year : NIL

IV. The details of deposits which are not in compliance with the requirements of Chapter: There is no such Deposit held by the Company.


At present companys shares are again re-listed with the BSE as we had complied regulatory provisions of listing agreement and now the trading of the company shares is permitted. Company is not paying any commission to its director

26. Declaration by Independent Director

The Company has received declaration from all the Independent Directors under the Companies Act, 2013 and rules made hereunder:

27. 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

28. 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.

29. Audit Committee:

As on 31st March 2019, the Audit Committee comprises of three Directors. Members of the Audit Committee are as follows:

1. Mr. Atul Kumar Jain Chairman
2. Mr. P. P.S. Chauhan Member
3. Mr. Mahesh Kumar Sodhani Member

The time gap between two meetings was less than 120 days. The Committee met five times in the year under review on the details of the Audit Committee are given as under: The details of the Audit Committee are given as under:

30 Attendance record of Audit Committee Meetings:

Name of The Member DIN Position Status No. of Meeting Held No. of Meeting Attended Sitting fees (Rs)
Atul Kumar Jain Chairman 02069421 Non-Exe. Director Active 5 1 2500
Mahesh Kumar Sodhani 02293060 Non-Exe. Director Active 5 5 2500
Yogesh Alawadi 01144813 Non- Exe. Director Active 1 1 2500

31. The functions of the Audit Committee of the Company include the following:

*Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

*Recommending to the Board, the appointment re-appointment, if required the replacement or removal of the statutory auditor and fixation of the audit fees.

*Approval of payment to the statutory auditor for any other services rendered by the statutory auditors.

*Reviewing with the management, the annual financial statement before submission to the Board for approval, with particular references to: Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 of the Companies Act, 2013.

Changes, if any, in accounting policies and practices and reason for the same. Major accounting entries involving estimates based on the exercise of judgment by management. Significant adjustment made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of any related party transactions. Qualification in the audit report. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system. Reviewing the adequacy of internal audit plan.

Discussion with internal auditors on any significant findings and follow up thereof.

Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payments to the depositors, shareholders (in case of non-payment of declared dividends) and creditors. Reviewing the functioning of the Whistle Blower Mechanism.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee is empowered, pursuant to its terms of references, to: Investigate any activity within its terms of reference and to seek any information it requires from any employee. Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.

32. The Company has systems and procedures in place to ensure that the Audit Committee mandatory reviews:

Management discussion and analysis of financial condition and results of operations Statement of significant related party transactions (as defined by the Audit Committee), submitted by management. Management letters/letters of internal control weaknesses issued by the statutory auditors. Internal audit reports relating to internal control weaknesses. The appointment, removal and terms of remuneration of the internal auditor.

In addition, the Audit Committee of the Company also reviews the financial statements. The Audit Committee is also apprised on information with regard to related party transactions by being presented: A statement in summary form of transactions with related parties in the ordinary course of business.

Details of material individual transactions with related parties which are not in the normal course of business. Details of material individual transactions with related parties or others, which are not on any arms length basis along with managements justification for the same.

33. 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.

34. Nomination & remuneration Committee Policy:

The Sitting fee paid to the non executive Directors, commission to Independent Directors, and remuneration paid to the whole time Director is approved by the remuneration committee. Members of the nomination & remuneration committee are as follows:

1. Mr. Puru Raj Singh Rathore

2. Mr. Atul Kumar Jain

3. Mr. Mahesh Kumar Sodhani

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 are also posted on the website of the company i.e.:

Disclosure of Establishment a 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.

Managerial remuneration -Key managerial of the company are as follows

Sr. No. Name of the K.M.P Designation
1 Mr. Pushpendra P.S. Chauhan Chief Executive Officer
2. Mr. Pradyut Chauhan Director
3. Mrs. Priyanka Company Secretary


S.No. NAME OF THE KMP Remuneration for Current Year Remuneration for Previous year
(Amount in Rs.) (Amount in Rs.)
1. Mr. Pradyut Chauhan 4,00,000 Nil
2. Mr. Pushpendra P.S. Chauhan 13,23,600 12,00,000
3. Mr. Ram Avtar Bansal Nil Nil
4. Mr. Atul Kumar Jain Nil Nil
5. Mr. Mahesh Kumar Sodhani Nil Nil
6. Nil Nil

*Remuneration is not required to be paid to Independent Directors as per section 149 read with schedule IV of the companies Act, 2013.

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 and the board of Directors have unanimously adopted the same w.e.f July, 23, 2014.

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. Krishna Devi to redress the issues regarding sexual Harassment at work place.

35. Directors Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act, 2013 Your Directors confirm that:

a) In the preparation of the Annual accounts for the financial year ended 31st of March 2019, the applicable accounting standards had been followed along with proper explanations relating to material departures.

a) The Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company as at 31st of March 2019 and profit & loss account of the company for the period.

b) The Directors have taken proper & sufficient care 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 the preventing and detecting fraud & irregularities.

c) The Directors had prepared the annual accounts on a Going Concern Basis:

d) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

e) The Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.


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. Electronic copies of annual report 2018-2019 and notice of the 25th Annual General Meeting are sent to all members whose email address are registered with the company/ Depository participants. For members who have not registered their email address, physical copies of the annual report 2015-16 and the notice will be sent in the permitted mode. Members requiring physical copies can send their request to the company.

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.


SEBI has recently amended relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to disallow listed companies from accepting request for transfer of securities which are held in physical form, with effect from April 1, 2019. The shareholders who continue to hold shares and other types of securities of listed companies in physical form even after this date, will not be able to lodge the shares with company / its RTA for further transfer. They will need to convert them to demat form compulsorily if they wish to effect any transfer. Only the requests for transmission and transposition of securities in physical form, will be accepted by the listed companies / their RTAs.

All the investors who are holding shares etc. in physical form, should consider opening a demat account at the earliest and submit request for dematerialization of their shares in order to protect the liquidity of the shares.


Your Directors place on record its sincere appreciation towards the companys 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, business associates of the Company, and confidence reposed by the Shareholders and invaluable staff & workers of the company.

Regd. Office: By The Order of The Board,
A-138, First Floor, Vikas Marg, For Coral Newsprints Limited
Shakarpur, Delhi-ll0092
Pushpendra P.S. Chauhan
Place : Delhi (DIRECTOR-WTD)
Date : 29.05.2019 (DIN: 01871760)