To the members
Your Directors have pleasure in presenting the 35th Annual Report of your companytogether with the audited financial statements of the company for the year ended 31stMarch 2021.
| || || || ||(Rs. In Lacs) |
|Particulars || |
| || |
| ||31-3-2021 ||31-3-2020 ||31-3-2021 ||31-3-2020 |
|Total Income ||1133.18 ||850.24 ||20960.15 ||2161.37 |
|Profit before Tax Exceptional Items and share of Profit from Associates ||1080.20 ||793.31 ||20883.47 ||2099.38 |
|Add: Share of Profits/ (Loss) from Associates ||N.A. ||N.A. ||24182.96 ||12544.53 |
|Profit before Tax and Exceptional Items ||1080.20 ||793.31 ||45066.43 ||14643.91 |
|Less: || || || || |
|i) Exceptional items ||- ||12.02 ||- ||1875.77 |
|ii) Provision for Taxation ||219.58 ||240.79 ||811.54 ||500.18 |
|Profit/(Loss) for the Year after tax ||860.62 ||564.54 ||44254.90 ||12267.96 |
|Less: (Loss) from Discounting operations ||(2.44) ||(2.12) ||(2.44) ||(2.12) |
|Add: Other Comprehensive Income/(Loss) ||- ||0.14 ||382.42 ||(22.43) |
|Total Comprehensive Income ||858.18 ||562.57 ||44634.88 ||12243.42 |
|Total Comprehensive Income attributable to Owner of the Parent ||858.18 ||562.57 ||42869.19 ||12199.15 |
|Non Controlling Interest ||- ||- ||1765.70 ||4426 |
|EPS (Basic and Diluted) ||2.65 ||1.74 ||131.54 ||37.81 |
OPERATIONS & OUTLOOK
During the year under review the total income of the Company was at Rs. 1133.18 Lacsand earned Net Profit after tax of Rs. 858.18 Lacs as compared to Income of Rs. 850.24Lacs and Profit after tax of Rs. 562.57 Lacs respectively in the previous financial year.Earnings of the Company was mainly on Interest on the loans given by the Company andDividend received on the investments of the Company.
Management of the Company is taking appropriate steps for improvement of theprofitability of the Company.
During the year there is no change in the nature of business of the Company. Companycontinued to be NBFC registered with Reserve Bank of India having business ofinvestments and providing loans.
AMOUNT PROPOSED TO TRANSFER TO RESERVES PURSUANT TO RBI REGULATIONS
As per the provisions of the Section 45-1C of Reserve Bank of India Act 1934 theCompany is required to transfer 20% of its profit after tax to the Statutory Reserve Fund.During the year the Company has transferred Rs. 172.00 Lakhs to the statutory reservefund.
Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any divided for the year under review.
Your Company continues to comply with all the applicable regulations prescribed byReserve Bank of India from time to time.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Paid up Equity Share Capital of the Company as on 31.03.2021 was Rs.323263660.The Company has not issued any shares during the Financial Year 2020-21.
Jindal Photo Investments Limited continued to be a subsidiary of the company.
|Subsidiary Company u/s 2(87) of Companies Act 2013 ||Turnover during the financial year 2020-21 (Rs. In Lacs) ||Contribution in consolidated turnover |
|Jindal Photo Investments Limited ||19781.22 ||94.37% |
The consolidated Financial Statements of the Company it's subsidiary and it'sassociates for the financial year 2020-21 prepared in accordance w'th the relevantprovisions of the Companies Act 2013 and applicable Accounting Standards along w'th allrelevant documents and the Auditor's Report form part of this Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company Consolidated Financial Statements along with relevant documentsand separate financial statements in respect of the subsidiary are available on thewebsite of the Company having weblink http://consofinvest.com/ investor_relations.htm
Further a separate statement containing the salient features of the financialstatements of subsidiary and Associates of the Company in the prescribed form AOC-1 hasbeen annexed to the Financial Statements.
Follow'ng companies are Associates of the Company:
1. Jindal Poly films Limited
2. Jindal Poly Investment and Finance Company Limited
During the year Rishi Trading Company Limited and Universus Photo Imagings Limitedceased to be Associate Companies.
DIRECTORS AND KMPs
During the year under review there were follow'ng changes in the directorship of theCompany:
Appointment of Ms. Iti Goyal w. e. f. 06-05-2020 as Additional Director and wasregularized at the AGM held on 29.09.2020.
Redesignation of Mr. Radhey Shyam Director of the Company from Non-Independent toIndependent Category and his appointment as Independent Director is for five years w.e.f.27.08.2021 subject to approval of shareholders at the Annual General Meeting of theCompany.
Mr. Sanjiv Kumar Agarwal Managing Director is retiring by rotation at the ensuingAnnual General Meeting and
being eligible offers herself for re-appointment.
The brief resume of Mr. Radhey Shyam and Mr. Sanjiv Kumar Agarwal and names of othercompany (ies) in which they hold directorship membership of committees of the Board andtheir shareholdings are given in the Notice to the Shareholders.
None of directors proposed to be appointed/reappointed are disqualified/debarred frombeing a director by any order of SEBI/Ministry of Corporate Affairs.
COMPOSITION OF THE BOARD
Mr. Sanjiv Kumar Agarwal - Managing Director
Ms.Geeta Gilotra -Non Executive Director
Ms. Iti Goyal - Non Executive Director
Mr.Prakash Matai - Non Executive Independent Director
Mr.Sanjeev Aggarwal - Non Execcutive Independent Director
Mr. Radhey Shyam- Non-Executive Independent Director (w.e.f. 27.08.2021)
Key Managerial Personnel: In terms of Section 2(51) and Section 203 of CompaniesAct 2013 follow'ng are the KMPs of the Company:
Mr. Sanjiv Kumar Agarwal - Managing Director
Mr. Sumit Kumar Parundiya -CFO
Mr. Anil Kaushal -Company Secretary
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director(s) inaccordance with Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid out in sub section (6) of Section 149 of the Companies Act 2013.
The Board of the Company after taking these declarations on record and acknowledgingthe veracity of the same concluded that the Independent Directors are persons ofintegrity and possess the relevant proficiency expertise and experience to qualify asIndependent Directors of the Company and are Independent of the Management of the Company.
In accordance w'th the provisions of Section 150 of the Companies Act 2013 read w'ththe applicable Rules made thereunder the Independent Directors of the Company haveregistered themselves in the data bank of Independent Directors maintained by the IndianInstitute of Corporate Affairs Manesar ["llCA"]. The Independent
Directors unless exempted are required to pass an online proficiency self assessmenttest conducted by llCA within two years from the date of their registration in the llCAdatabank.
The Board of Directors met 7 (seven) times during the financial year ended 31st March2021. Board Meetings were held on 6th May 2020 30th June 2020 29th July 2020 3rdSeptember 2020 28th October 2020 13th November 2020 and 12th February 2021. Theintervening gap between any two meetings was within the period described by the CompaniesAct 2013 and SEBI (LODR) Regulations2015. The detail of the Board meetings and theattendance of the Directors are provided in the Corporate Governance Report.
Details of Performance Evaluation of individual Director and Committees of the Board ismentioned in Corporate Governance Report.
The company stand committed in battle to combat the COVID-19 pandemic. We are committedto supporting our customers employees stakeholders vendors government agencies and thecommunity at large in responding to the unprecedented health crisis.
INTERNAL FINANCIAL CONTROLS
The Company has established Internal Financial Control System for ensuring the orderlyand efficient conduct of the business including adherence to Company's policies thesafeguarding of assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliableFinancial Statements. Clearly defined roles and responsibility for all managerial positiongives strength to the internal control system of the organization. Internal audit are doneat regular intervals to ensure that responsibilities are executed effectively.
AUDITORS AND THEIR REPORTS
Internal auditor has submitted their report to Board of Directors for the period ended31.03.2021 and it does not have qualification or adverse remarks.
The Board of Directors of your Company has appointed M/s. UBS & Company CharteredAccountants New Delhi as Internal Auditors of the Company to carry out Internal
Audit pursuant to the provisions of Section 138 of the Companies Act 2013 for thefinancial year 2021-22. The Internal Auditor conduct internal audit in respect of affairsof the Company on quarterly basis.
M/s P L Gupta & Co. Chartered Accountant were appointed as statutory auditors ofthe Company for a period of five financial years at the 31st Annual General Meeting of theCompany held on 27th September 2017 till the Thirty Sixth Annual General Meeting to beheld in the year 2022.
The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2021 do not contain any qualification reservation or adverse remark soneed not require any explanation or comment.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed Ms. Ashu Gupta of M/s Ashu Gupta & Co. Company Secretariesin Whole-time Practice to carry out Secretarial Audit under the provisions of Section 204of the Companies Act 2013 for the financial year 2021-22. The report of the SecretarialAuditor for F.Y. 2020-21 in Form No. MR-3 is annexed to this report as Annexure I.
Jindal Photo Investment Limited Material unlisted subsidiary Company had appointed MsAkarshika Goel of Grover Ahuja & Associates Company Secretaries in whole-timePractice to carry out Secretarial Audit of the Company for the financial year 2021-22. Thereport of the Secretarial Auditor for F.Y. 2020-21 in form MR-3 is also annexed herewith.
CORPORATE GOVERNANCE REPORT
The Company has complied with the mandatory provisions of Corporate Governance asprescribed
under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A Corporate Governance report along withStatutory Auditor's Certificate confirming compliance of Corporate Governance for the yearended 31st March 2021 is provided separately and forms integral part of this AnnualReport.
During the year Company could not comply the provisions of Regulation 17(1) (c) andRegulation 23(9) of SEBI (LODR) Regulations 2015 due to spread of Corona virus and lockdown. However NSE had granted waiver for the same vide their letter dated 13.11.2020 and20.05.2021.
DETAILS OF FRAUD REPORTED BY AUDITORS
There were no frauds reported by the auditors.
COMMENTS ON ADVERSE REMARKS IN AUDITOR'S/ SECRETARIAL AUDITOR'S REPORT
There was no qualification reservation or adverse remarks in Auditor's Report.However Secretarial Auditor in their report mentioned an observation to which one Companyhas taken necessary corrective steps.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186
The Company is registered as Non-Banking Financial Company; hence limits prescribedu/s 186 of the Companies Act 2013 is not applicable in the instant case.
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered during the financial year under reviewwere on arm's length basis and were in the ordinary course of business. No materialRelated Party Transactions (transaction(s) exceeding ten percent of the annualconsolidated turnover of the Company as per last audited financial statements) wereentered during the year by the Company. The Company has not entered into any contract orarrangement with related parties as prescribed in section 188(1) of the Companies Act2013. Accordingly disclosure of contracts or arrangements with Related Parties asrequired under section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURT
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status of the Company'soperations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No Material changes and commitment occurred between the end of the financial year ofthe Company to which the Financial Statements relate and the date of the report whichcould affect the financial position of the Company.
NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has approved a policy for selection appointment & remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management employees of the Company.The Policy is uploaded on the website of the Company viz. www. consofinvest.com havingfollowing web link http:// consofinvest.com/investor_relations.htm
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In the operations of the Company no significant scope for energy conservation wasidentifiable and hence no significant steps have been taken for energy conservation.However the Company in general keeps a track on energy conservation as far as possible.
The provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 in so far as it related to conservation of energy andtechnology absorption are not applicable to the Company as it does not have anymanufacturing activity.
FOREIGN EXCHANGE EARNING AND OUTGO
There is no foreign exchange earnings and outgo during the year.
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.
WHISTLE BLOWER POLICY - VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies Act 2013 andpursuant to the provisions of SEBI (LODR) Regulations 2015 a Vigil Mechanism forStakeholders Employees and Directors of the Company has been established. The WhistleBlower Policy duly approved by the Board of Directors has been uploaded on the website ofthe Company having following weblink http://consofinvest.com/investor_relations.htm
During the year under review there was no complaint received under this mechanism.
During the year the Company has not accepted any deposits from the public underChapter V of the Companies Act 2013. There was no public deposit outstanding as at thebeginning and end of the financial year 2020-21.
PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role in theperformance and growth of the Company over the years. Your Company maintains very healthywork environment and the employees are motivated to contribute their best in the workingof the Company. The information required to be disclosed in pursuance of Section 197 ofthe Companies Act 2013 read with rule 5(1) and 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year : N.A.
None of the Director is getting any remuneration.
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.
None of the directors and Managing Directors are being paid any remuneration apart fromsitting fees. Details of other KMP i.e. Company Secretary and CFO is provided.
|Sl. No. ||Name ||Category ||% increase in Remuneration |
|1. ||Anil Kaushal ||Company Secretary ||2.10% |
|2. ||Sumit Kumar Parundiya ||CFO ||4.43% |
(iii) The percentage increase in the median remuneration of employees in the financialyear 2.94 %
(iv) The number of permanent employees on the rolls of the Company - 2 Nos.
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration. N.A.
(v) Statement of Top ten employees. At present company has two permanent employees. Theprescribed details of employees are as under:
|Sl. No. ||Name ||Designation ||Remuneration received (Rs. In lacs) ||Nature of employment whether contractual or otherwise ||Qualifi cations ||Experience (Years) ||Date of commencement of employment ||Age ||Last Employment ||% of shares held |
|1 ||Anil Kaushal ||Company Secretary ||10.20 ||Regular ||B.COM FCS ||37 Years ||26.04.2006 ||60 ||Indocount Finance Ltd ||5 Shares |
|2 ||Sumit Kumar Parundiya ||CFO ||5.90 ||Regular ||MBA ||11 Years ||01.05.2018 ||35 ||Micromax Informatics Ltd ||NIL |
Above employees are not related to any director of the Company
The Company has constituted a Corporate Social Responsibility Committee and hasdeveloped its CSR policy which is available on the website of the Company viz.www.consofinvest.com having following web linkhttp://consofinvest.com/investor_relations.htm
Company did not meet the criteria in terms of Section 135 of Companies Act 2013 andthe Companies (Corporate Social Responsibility) Rules 2014 and hence your Company was notrequired to spend any amounts towards CSR based activities for the financial year 2020-21.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Your company has in place a Policy on prevention of Sexual Harassment at workplace atGroup level. The Policy is in line with the requirements of the Sexual Harassment of Womenat the Workplace (Prevention Prohibition & Redressal) Act 2013.
As per the said Policy an Internal Complaints Committee is also in place at Grouplevel to redress complaints received regarding sexual harassment. There was no complaintreceived from any person during the financial
year 2020-21 and hence no complaint is outstanding as
on 31st March 2021 for redressal.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3)
of the Companies Act 2013 w'th respect to Director's
Responsibility Statement it is hereby confirmed;
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along w'th proper explanations relating to material departures if any;
b) That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the company for the year under review;
c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance w'th the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;
d) That they have prepared the annual accounts on a 'going concern' basis.
e) That they have laid down proper internal financial control and such financialcontrols are adequate and were operating effectively.
f) That they have devised proper systems to ensure compliance w'th the provisions ofall applicable laws and that such systems were adequate and operating effectively.
a) The Company has complied w'th the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.
b) Cost records as specified by the Central Government under sub section (1) of section148 of the Companies Act 2013 are not applicable on the Company.
c) In view of MCA circular GSR 538(E) dated 28.08.2020 Annual Return of the Companyhas been placed on the website of the Company and can be accessed at weblink athttp://consofinvest.com/investor_ relations.htm
d) There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the period under review.
e) The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof is not applicable to the Company during theperiod under review.
The Directors express their gratitude towards the Banks and various other agencies forthe cooperation extended to the company. The Directors also take this opportunity to thankthe shareholders for the confidence reposed by them in the company.
The employees of the company contributed significantly in achieving the results. TheDirectors take this opportunity to thank them and hope that they w'll maintain theircommitment towards excellence in the years to come.
| ||For and on behalf of the Board |
|(Sanjiv Kumar Agarwal) ||(Radhey Shyam) |
|Managing Director ||Director |
|(DIN: - 01623575) ||(DIN: - 00649458) |
|Dated : 27th August 2021 || |
|Place : New Delhi || |