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Consolidated Finvest & Holdings Ltd.

BSE: 500226 Sector: Financials
NSE: CONSOFINVT ISIN Code: INE025A01027
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NSE 00:00 | 25 Apr 45.20 1.70
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Consolidated Finvest & Holdings Ltd. (CONSOFINVT) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting the 32nd Annual Report of yourcompany together with the audited accounts of the company for the year ended 31stMarch 2018.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended 31-3-2018 Year ended 31-3-2017
Income 499 645
Profit before Interest Depreciation & Tax 437 (107)
Less:
i) Exceptional items 1141* (111)
ii) Provision for Depreciation 3 4
iii) Provision for Taxation 170 291
Profit/(Loss) After Tax (877) (291)
Less: Profit/(Loss) from discounting operations (3) (3)
Add : Taxation related to discounting operations 1 1
Profit for the Year (879) (293)
Add: Previous year profit brought forward 6233 6526
Balance Available for appropriations 5354 6233
Appropriations
Transfer to Reserve Fund - -
Balance Carried to Balance Sheet 5354 6233

*Exceptional items comprises of provision for diminution in the value of investment inequity shares of Jindal India Thermal Power Ltd amounting of Rs. 1141 Lakhs.

OPERATIONS & OUTLOOK

During the year under review the total income of the Company was lower at Rs. 499 Lacsas compared to Rs. 754 Lacs in the previous financial year. Earnings of the Company wasmainly from interest on the Loans sanctioned by the Company. Company has suffered lossafter tax of Rs. 879 lacs as compared to loss after tax of Rs. 293 lacs in last financialyear. Management of the Company is taking appropriate steps for improvement of theprofitability of the Company.

There is no change in the business line of the Company.

GENERAL RESERVE

No amount has been transferred to General Reserve during the year under review.

DIVIDEND

The Bord of Directors has not recommended any dividend during the finanacial 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 6 (six) times in the year 2017-18. The intervening gapbetween any two meetings was within the period described by the Companies Act 2013 andSEBI (LODR) Regulations2015. The detail of the Board meetings and the attendance of theDirectors are provided in the Corporate Governance Report.

CHANGE IN DIRECTORS AND KMP

Mr. Sanjiv Kumar Agarwal Director is retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.

Mr. Prakash Matai Independent Director was appointed as additional director on14.11.2017 for a period of five years w.e.f. 14.11.2017 subject to approval ofshareholders at the Annual General Meeting.

Their brief resume names of other company (ies) in which they hold directorshipmembership of committees of the Board and their shareholdings are given in the Notice tothe Shareholders.

Mr. Ghanshyam Dass Singal resigned from the Board w.e.f. 14.11.2017 due to hispre-occupancy. Board places its sincere gratitude for contribution rendered by him duringhis tenure as Director.

Mr. Abhishek CFO of the Company resigned on 15.03.2018 and in his place Mr. SumitKumar Parundiya was appointed as CFO of the Company w.e.f. 01.05.2018.

Composition of the Board Directors:

Mr. Sanjiv Kumar Agarwal - Executive Director - Managing Director

Mr. Radhey Shyam- Non-Executive Director

Ms.Geeta Gilotra -Non Executive Director

Mr.Prakash Matai - Non Executive Independent Director

Mr.Praveen Bansal – Non Execcutive Independent Director

Key Managerial Personnel:

In terms of Section 2(51) and Section 203 of Companies Act 2013 following are the KMPsof the Company:

Mr. Sanjiv Kumar Agarwal - Managing Director

Mr. Sumit Kumar Parundiya -CFO

Mr. Anil Kaushal -Company Secretary

SELECTION OFNEW 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 theNomination and Remuneration Committee has formulated a "Policy on Remuneration ofDirector Key Managerial Personnel Personal & Senior Employees' and same can beassessed at the website of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively 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://consofinvest.com/investor_ relations.htm

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.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors: Shri Prakash Matai(Chairman) Shri Praveen Bansal Shri Radhey Shyam More details about the other Committee ofthe Board are given in the Corporate Governance Report.

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 RESPOSIBILITY (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://consofinvest.com/investor_relations.htm

The Company wanted to spend the amount on the projects programs or activities asspecified in Schedule VII of the Companies Act 2013. However the Company could notundertake the activities as the company could not identify any suitable CSR ImplementationAgency or CSR programmes during the financial year 2017-2018. The Company is now in theprocess of setting up team to implement the project that they want to execute themselves.Accordingly the Annual Report on the CSR activities has not been included in this report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Subsidiary Company u/s 287 of Companies Act 2013 Turnover during the financial year 2017- 18(Rs. In Lacs) Contribution in consolidated turnover
Jindal Photo Investments Ltd. 296.16 37.43%

SUBSIDIARY AND GROUP COMPANIES

Jindal Photo Investments Limited continue to be a subsidiary of our company. During thefinancial year Horizon Propbuild Limited and Glow Infrabuild ceased to beassociate company.

As per Regulation 34(3) of LODR (Regulations) 2015 the Company has not given any loanto subsidiary Associate and to 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 Chartered Accounting of India the Consolidated Financial Statementspresented by the Company include the audited financial statements received from SubsidiaryCompanies and Associates as approved by their respective Boards. Further a separatestatement containing the salient features of the financial statements of subsidiaries ofthe Company in 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 2018-2019 has already been paid to thestock exchange.

MAINTENANCE OF COST RECORDS

Whether maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

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.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressed) Act 2013 is not applicable to Company as Company has not employed any womenemployee.

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 viz. www.consofinvest. com having following weblink http://consofinvest.com/investor_relations.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 Preservation ofDocuments & Archival thereof classifying them in two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion ofthe relevant transactions.

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

RELATED PART Y 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://consofinvest.com/ investor_relations.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. Clearly defined roles and responsibility for all managerialpositions gives strength to the internal control system of the organisation. Internalaudits are done at regular intervals to ensure that responsibilities are executedeffectively.

AUDITORS

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 GeneralMeeting of the Company held on 27th September 2017 till the Thirty Sixth AnnualGeneral Meeting to be held in the year 2022 and their appointment to be ratified bymembers each year at the Annual General Meeting. Pursuant to Notification issued by theMinistry of Corporate Affairs on 7th May 2018 amending section 139 of the Companies Act2013 and the Rules framed thereunder the mandatory requirement for ratification ofappointment of Auditors by the Members at every Annual General Meeting ("AGM")has been omitted.

AUDITORS' REPORT

The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2018 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 2018-19. The report of the SecretarialAuditor is annexed to this report as Annexure II. The report of the Secretarial Auditorhas made following observations and reply thereto are as under: The company could notutilize the funds allocated for CSR program under Section 135 of the Companies Act 2013during the financial year 2017-18.

The reason for not spending amount on CSR activities has also been explained under thehead Corporate Social Responsibility in Annexure I annexed to this report.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s. UBS & Company CharteredAccountants New Delhi as Internal Auditors of the Company pursuant to the provisions ofSection 138 of the Companies Act 2013 for the financial year 2018-19.

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 salient features of the policy is enclosed as a part of this report as "ANNEXURE- III" and the complete Policy is uploaded on the website of the Company viz.www.consofinvest. com having following web link http://consofinvest.com/investor_relations.htm

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 medianremuneration of the employees of the Company for the financial year : N.A. as none of theDirector is getting any remuneration. All the Directors are being paid only sitting feesfor attending meeting of 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 Remuneration
1. ANIL KAUSHAL Company Secretary 2.8%
2. ABHISHEK CFO Nil

(iii) The percentage increase in the median remuneration of employees in the financialyear. 1.56% (iv) Average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration.

N.A.

(v) 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.

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

(vii) Statement of Top ten employees. At present number of permanent employees are2(two) of the Company the prescribed details of employees are as under:

Name Designation Remuneration received (Rs. In lacs) Nature of employment whether contractual or otherwise Qualifications Experience (Years) Date of commencement of employment Age Last Employment % of shares held
1 Anil Kaushal Company Secretary 9.49 Regular B.COM FCS 35 Years 26.04.2006 55 Indocount Finance Ltd 5
2 Abhishek CFO 7.76 Regular ACA 7 Years 20.08.2015 36 FCC CLUTCH INDIA PVT. LTD NIL

Above employees are not related to any director of the Company

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Our Company is a NBFC hence provisions of providing details of conservation of energytechnology absorption foreign exchange earnings and out-go in accordance with therequirement of the Section 134(3)(m) of the Companies Act 2013 read with the rule 8 ofthe Companies (Account)Rules 2014 are not applicable.

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 the preparation of the annual accounts the applicable accounting standardshave been followed along with 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 with 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 with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

In view of Ministry of Corporate Affairs notification dated 31st July 2018Annual Return of the Company for the year 2018 shall be placed after the Annual GeneralMeeting at the website of the Company viz. www.consofinvest. com having following weblink http://consofinvest.com/ investor_relations.htm

COMPLIANCE OF SECRETARIAL STANDARDS

We confirm that Company has complied with Secretarial Standards as prescribed by ICSI.

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)
Managing Director
(DIN: - 01623575)
(Radhey Shyam)
Place : New Delhi Director
Dated : 14th August 2018 (DIN: - 00649458)