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Consolidated Finvest & Holdings Ltd.

BSE: 500226 Sector: Financials
NSE: CONSOFINVT ISIN Code: INE025A01027
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Consolidated Finvest & Holdings Ltd. (CONSOFINVT) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting the 31st Annual Report of yourcompany together with the audited accounts of the company for the year ended 31stMarch 2017.

FINANCIAL RESULTS

(Rs. In Lacs)
Year ended Year ended
31-3-2017 31-3-2016
Income 754 4807
Profit before Interest Depreciation & Tax 4 4734
Less:
i) Provision for Depreciation 4 5
ii) Provision for Taxation 291 151
Profit/(Loss) After Tax (291) 4578
Less: Profit/(Loss) from discounting operations (3) (3)
Add : Taxation related to discounting operations 1 1
Profit for the Year (293) 4576
Add: Previous year profit brought forward 6526 2895
Balance Available for appropriations 6233 7471
Appropriations
Transfer to Reserve Fund - 915
Balance Carried to Balance Sheet 6233 6526

OPERATIONS & OUTLOOK

During the year under review the Total Income of the Company was lower to Rs. 754. 45Lacs as compared to Rs. 4806.52 Lacs in the previous financial year. Earnings of theCompany was mainly from interest on the Loans sanctioned by the Company. Compared hassuffered loss after tax of Rs. 293.12 lacs as compared to profit after tax of Rs. 4575.96lacs in last financial year. Management of the Company is taking appropriate steps forimprovement of the profitability of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend during the Financial Year.

DEPOSITS

The Company has not accepted any deposit from public and shareholders in accordancewith the provisions of Section 73 and 74 of the Companies Act 2013.

RBI REGULATIONS

Your Company continues to fulfill all the applicable prevailing norms and standard laiddown by the Reserve Bank of India (RBI) and regularly filing all the returns.

BOARD MEETINGS

The Board of Directors met 4(four) times in the year 2016-17. The intervening gapbetween any two meetings was within the period described by the Companies Act 2013 andSEBI (LODR) Regulations 2015. The detail of the Board meetings and the attendance of theDirectors are provided in the Corporate Governance Report.

DIRECTORS

Mr. Radhey Shyam Director is retiring by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.

His brief resume names of other company (ies) in which she hold directorshipmembership of committees of the Board and his shareholdings are given in the Notice to theShareholders.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics qualification skills and experience for the Board as a wholeand its individual members with the objective of having a Board with diverse backgroundsand experience.

As per the provisions of Section 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee has formulated a "Policy on Remuneration of Director KeyManagerial Personnel Personal & Senior Employees' and same can be assessed at thewebsite of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company pro actively keep its Independent Directors informed of the activities ofthe Company its management and operations and provides an overall industry perspective aswell as issues being faced by the Industry.

The Policy on the Company's familiarization programme for Independent Directors hasbeen uploaded at the company's website viz. www.consofinvest.com having following weblinkhttp://www.consofinvest.com/ investorfirelations.htm

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub section (6) of Section 149 of the Companies Act 2013.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors: Shri GhanshyamDass Singal (Chairman) Shri Praveen Bansal Shri Radhey Shyam

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/ CommitteeGovernance.

The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practice and the fulfilment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion& Analysis forms an integral part of this report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance asprescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. A report on Corporate Governance isincluded as a part of the Annual Report along with Auditor's Certificate on itscompliance.

CORPORATE SOCIAL RESPONSIBILIT Y (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSRCommittee) pursuant to the provisions of Section 135 of the Companies Act 2013. Thecomposition of the CSR Committee has been mentioned in the Corporate Governance Reportforming part of this report. The Board of Directors on the recommendation of the CSRCommittee has approved the Corporate Social Responsibility Policy (CSR Policy) of theCompany and disclosed its contents in "ANNEXURE – I" forming part ofthis report. The CSR Policy has also been uploaded on the website of the Company viz.www.consofinvest.com having following web link http://www.consofinvest.com/investorfirelations.htm The Company wanted to spend the amount on the projects programsor activities as specified in Schedule VII of the Companies Act 2013. However the Companycould not undertake the activities as the company still in the process of identificationof suitable CSR Implementation Agency or CSR programmes during the financial year2016-2017. Accordingly the Annual Report on the CSR activities has not been included inthis report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Subsidiary Company u/s Turnover during Contribution in
2/87 of Companies Act 2013 the F.Y. 2016- Consolidated
17 (Rs. in Lacs) Turnover
Jindal Photo Investments Ltd. 2292.49 87.84%

SUBSIDIARY AND GROUP COMPANIES

Jindal Photo Investments Limited is a wholly owned subsidiary of our company. As perScheme of Amalgamation duly approved by Hon'ble High Court at Kolkata dated 22.03.2016 andHigh Court at Delhi on 22.03.2016 Jesmin Investments Limited Budhiya Marketing Limitedand Consolidated Finvest & Holdings Limited merged with Jindal Photo InvestmentsLimited and ceased to be subsidiary of the Company.

The Audited Annual Accounts and related information of these subsidiary Company will bemade available upon request and also be open for inspection at the Registered Office byany Shareholder. Financial position of subsidiary Company is provided in a separatestatement attached to the Financial statement pursuant to first proviso to Section 129(3)of the Companies Act 2013. During the financial year a)Companyhasdisposed250000equitysharesofJindal Photo Limited and 380425 equity shares ofJindal Poly Investment and Finance Company Limited held by the Company as intersetransfer of shares to other companies in the Promoter group as per the provisions ofRegulation 10(1) (a) (ii) of SEBI (Substantial Acquisition of Shares and Takeover)Regulation 2011 as per the provisions of SEBI (Substantial Acquisition of Shares andTakeover) Regulation 2011." b) Company has disposed 18800000 0% RedeemablePreference shares of Jindal India Powertech Limited to Jindal Poly Films Limited on a fairvalue arrived as per valuation report submitted by valuer. c) Company has purchased23200000 equity shares of Jindal India Thermal Power Limited from Harit Vanijaya LLPon the fair value of these shares arrived as per valuation report submitted by valuer.

As per Regulation 34(3) of LODR (Rugulations) 2015 Company has not given any loan toSubsidiary Associate Company and any Company in which directors are interested.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act 2013 and Accounting Standard-21 issuedby Institute of Charteed Accounting of India the Consolidated Financial Statementspresented by the Company include the Financial statements presented by the Company includethe Financial statement of Subsidiaries and Associates. These Financial Statements havebeen prepared from the audited financial statements received from Subsidiary Companies andAssociates as approved by their respective Boards. Further a separate statementcontaining the salient features of the financial statements of subsidiaries of the Companyin the prescribed form AOC-1 has been disclosed in the Financial Statements.

LISTING OF COMPANY'S SHARES ON STOCK EXCHANGES

The Company's shares are listed on "The National Stock Exchange of IndiaLimited" (NSE). The listing fee up to the year 2017-2018 has already been paid to thestock exchange.

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 for

Stakeholders 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 viz. www.consofinvest. com having following weblink http://www.consofinvest.com/investorfirelations.htm.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company endeavors to preserve the confidentiality of un-published price sensitiveinformation and to prevent misuse of such information. The Company is committed totransparency and fairness in dealing with all Stakeholders and in ensuring adherence toall laws and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating monitoring andreporting of trading by insiders and other connected persons in compliance withRegulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Code of Conduct lays down guidelines and procedures to be followed anddisclosures to be made while dealing with the Shares of the Company as well as theconsequences of violation. The Code of Conduct has been formulated for prevention ofInsider Trading and to maintain the highest standards of dealing in Company Securities.

PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY

In terms of Regulation 9 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors intheir meeting held on 11th February 2016 has adopted a Policy for Preservationof Documents & Archival thereof classifying them in two categories as follows: (a)documents whose preservation shall be permanent in nature; (b) documents with preservationperiod of not less than eight years after completion of the relevant transactions.

The said Policy has been uploaded on the website of the Company www.consofinvest.comhaving following weblink http://www.consofinvest.com/investorfirelations.htm.

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. There were nomaterially significant Related Party Transactions entered into by the Company during theyear under review. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

The Board of Directors on the recommendation of the Audit Committee has approved apolicy to regulate transactions between the Company and its Related Parties in compliancewith the applicable provisions of the Companies Act 2013 the Rules made there under andregulation 23 of SEBI (LODR) Regulations 2015. The Policy on Related Party Transactionshas been uploaded on the website of the Company viz. www.consofinvest. com havingfollowing web link http://www.consofinvest. com/investorfirelations.htm.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors has adopted the Risk Management Policy which sets out theframework for the management of risks faced by the Company in the conduct of its businessto ensure that all business risks are identified managed and monitored. The contents ofRisk Management Policy have been included in Management Discussion and Analysis formingpart of this report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal controls. The information aboutInternal Controls is set out in the Management Discussion and Analysis forming part ofthis report.

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.

AUDITORS

M/s Kanodia Sanyal & Associates Chartered Accountants New Delhi the statutoryauditors of your Company retire at the ensuing Annual General Meeting and are noteligible for re-appointment as per the provisions of Section 139 of the Companies Act2013 and Rule 6 (3) of The Companies (Audit and Auditors) Rules 2014 due to compulsoryrotation of Auditors. Members of the Company at the AGM held on 20th September2014 had approved the appointment of Kanodia Sanyal & Associates as the StatutoryAuditors for a (Audit and Auditors) Rules 2014. Board of Directors as per therecommendation of the Audit Committee had proposed to appoint M/s P L Gupta & Co.Chartered Accountant as statutory auditors period of five financial years from theconclusion of this Annual General Meeting till the Thirty Sixth Annual General Meeting tobe held in the year 2022. As required by the provisions of the Companies Act 2013 theirappointment will be ratified by members each year at the Annual General Meeting. Theauditors have furnished certificate regarding their eligibility for re-appointment asCompany's Auditors pursuant to Section 141 of the Companies Act 2013.

AUDITORS' REPORT

The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2017 do not contain any qualification reservation or adverseremark so need not require any explanation or comment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed M/s Ashu Gupta & Associates Company Secretaries in Whole–time Practice to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013 for the financial year 2016-17. The report of the SecretarialAuditor is annexed to this report as Annexure III. The report of the Secretarial Auditorhas made certain observations and reply thereto are as under: As per Section 135 of theCompanies Act 2013 the company could not utilize funds allocated for CSR activities forCSR activities.

The reason for not spending amount on CSR activities has also been explained under thehead Corporate Social Responsibility.

As per Section 121 of Companies Act 2013 the company has not filed Form MGT-15.

Company is in process of filing application for condonation of delay under Section 460of the Companies Act 2013 from Ministry of Corporate Affairs and shall file the sameafter their approval.

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 said policy is enclosed as a part of this report as "ANNEXURE - IV".

Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars ofEmployees

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable as there are no such employee whowere drawing / in receipt of payment of prescribed amount during the period under review.The information required pursuant to Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company isfurnished hereunder:

(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year : N.A. as none of the Director is gettingany remuneration. All the Directors are being paid only sitting fees for attending meetingof the Board of Directors.

(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

As none of the directors is being paid any remuneration. Details of other KMP i.e.Company Secretary and CFO is provided.

Sl. Name Category % increase in
No. Remuneration
1. ANIL KAUSHAL Company Nil
Secretary
2. ABHISHEK CFO 2.08%

(iii) The percentage increase in the median remuneration of employees in the financialyear. 0.33% (iv) The number of permanent employees on the rolls of Company. Two (v) theexplanation on the relationship between average increase in remuneration and Companyperformance. Not Applicable as company has only KMP which is provided in next para.

(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.

Particulars (Rs. in Lacs)
Remuneration of Key Mangeral Personnel 14.69
aggregated
Revenue (Total Income) 754.46
Remuneration (as % of revenue) 1.95 %
Net Profit for the year (293.12)
Remuneration (as % of Net Profit for the year) (5.01) %

vii) 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. viii) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company.

(Rs. in Lacs)

Particulars Managing Director Company Secretary C.F.O.
Remuneration 0.08* 8.73 5.87**
Revenue 754.46 754.46 754.46
Remuneration (as % of revenue) 0.001% 1.15 % 0.78 %
Net Profit for the year (293.12) (293.12) (293.12)
Remuneration (as % of Net Profit for N.A. (2.98)% (2.00)%
the year)

*sitting fees

** for part of the year (appointed w.e.f. 21.05.2017) (ix) The key parameters for anyvariable component of remuneration availed by the directors.

Nil x) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year.

N.A.

(xi) The remuneration paid to the Directors / Key Managerial Personnel (KMP) is inaccordance with the remuneration policy of the Company.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with the rule 8 of the Companies (Account)Rules 2014forms part of this Board's Report and is annexed as Annexure I.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby confirmed; a) That in thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanations relating to material departures if any; b) That they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe company for the year under review; c) That they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safe guarding the assets of the Company and for preventing anddetecting frauds and other irregularities; d) That they have prepared the annual accountson a ‘going concern' basis. e) That they have laid down proper internal financialcontrol and such financial controls are adequate and were operating effectively. f) Thatthey have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

As per Rule 8(5) of the Companies (Accounts) Rule 2014 the following additionalinformation are provided:

Sr. No. Particulars
1 The financial summary or highlights The financial highlights including State of Affairs of the Company Dividend & Reserve is provided in point 1 of this report.
2 (ii) The change in the nature of business if any. There is no change in the business line of the Company.
3 The details of directors or key managerial personnel who were appointed or have resigned during the year Mr. Abhishek was appointed by the Board as Chief financial officer of the Company w.e.f.21.05.2016
4 The names of companies which have become or ceased to be Subsidiaries joint ventures or associate companies during the year 1. Consolidated Finvest & Investments Ltd.
2. Jesmin Investments Limited
3. Budhiya Marketing Limited
Please refer to para on Subsidiary Company in Director Report.
5 The details relating to deposits covered under Chapter V of the Act The Company has not accepted deposits
6 The details of deposits which are not in compliance with the requirements of Chapter V of the Act Not Applicable
7 The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future NIL
8 The details in respect of adequacy of internal controls with reference to the Financial The Company has an adequate and effective system of internal controls for its various business processes with regard to operations financial reporting compliance with applicable laws and regulations etc. Clearly defined roles
and responsibility for all managerial positions gives strength to the internal control system of the organisation. Internal audits are done at regular intervals to ensure that responsibilities are executed effectively in view of changing business needs and safe guarding the assets of the Company against significant misuse or Loss from time to time.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as provided undersub-section (3) of Section 92 in Form MGT 9 is enclosed in Annexure IV.

ACKNOWLEDGEMENT

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 will maintain theircommitment towards excellence in the years to come.

For and on behalf of the Board
(Sanjiv Kumar Agarwal) (Radhey Shyam)
Place : New Delhi Managing Director Director
Dated : 11th August 2017 (DIN: - 01623575) (DIN: - 00649458)