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Consolidated Finvest & Holdings Ltd.

BSE: 500226 Sector: Financials
NSE: CONSOFINVT ISIN Code: INE025A01027
BSE 05:30 | 01 Jan Consolidated Finvest & Holdings Ltd
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Consolidated Finvest & Holdings Ltd. (CONSOFINVT) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting the 34th Annual Report of yourcompany together with the audited financial statements of the company for the year ended31st March 2020.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars

Standalone

Consolidated

Year ended

Year ended

31-3-2020 31-3-2019 31-3-2020 31-3-2019
Income 850 804 2161 1610
Profi t before Interest Depreciation & Tax 795 236 2101 1017
Less:
i) Exceptional items (12) 744 1876 6555
i) Provision for Depreciation 2 3 2 2
ii) Provision for Taxation 241 143 500 317
Add: Share of Profits/ (Loss) from Associates N.A. N.A. 12545 (10842)
Profi t/(Loss) for the Year after tax 564 (654) 12268 (16699)
Less: Loss from Discounting operations 2 2 2 2
Add: Other Comprehensive Income - - (23) (65)
Total Comprehensive Income 562 (656). 12243 (16766)
Total Comprehensive Income attributable to
Owner of the Parent 562 (656) 12199 (16290)
Non Controlling Interest - -. 44 (476)

OPERATIONS & OUTLOOK

During the year under review the total income of the Company was at Rs. 850 Lacs andearned Net Profit after tax of Rs. 562 Lacs as compared to Income of Rs. 804 Lacs and Lossafter tax of Rs. 656 Lacs respectively in the previous financial year. Earnings of theCompany was mainly from sale of mutual funds and interest on the loans given by theCompany. Management of the Company is taking appropriate steps for improvement of theprofitability of the Company. During the year there is no change in the business of theCompany. Company continue to be NBFC registered with Reserve Bank of India havingbusiness of investments and providing loans.

During the year Company transferred Rs. 112.50 Lakhs to Statutory Reserves as per theprovisions of Section 45-1C of RBI Act 1934.

DIVIDEND

Your Directors intend to plough back available resources for financial requirements andexpress their inability to recommend any divided for the year under review.

RBI REGULATIONS

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 31.03.2020 was Rs. 323263660.The Company has not issued any shares during the Financial Year 2019-20. Jindal PhotoInvestments Limited continue to be a subsidiary of our company.

Subsidiary Company u/s 2(87) of Companies Act 2013 Turnover during the fi financial year 2019-20 (Rs. In Lacs) Contribution in consolidated turnover
Jindal Photo Investments Limited 1312.14 60.71%

The consolidated Financial Statements of the Company it's subsidiary and it'sassociates for the financial year 2019-20 prepared in accordance with the relevantprovisions of the Companies Act 2013 and applicable Accounting Standards along with 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://consofi nvest.com/ investorfirelations.html.

ASSOCIATES

Following companies are Associates of the Company:

1. Jindal Polyfi lms Limited

2. Jindal Poly Investment and Finance Company Limited

3. Rishi Trading Company Limited

4. Universus Photo Imagings Limited

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.

DIRECTORS AND KMP

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

Ms. Iti Goyal was appointed as additional director (Non Executive Director) liable toretire by rotation on 06.05.2020 subject to approval of shareholders at the AnnualGeneral 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.

COMPOSITION OF THE BOARD Directors

• Mr. Sanjiv Kumar Agarwal - Managing Director

• Mr. Radhey Shyam- Non-Executive 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

Key Managerial Personnel: In terms of Section 2(51) and Section 203 of CompaniesAct 2013 following 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 profi ciency expertise and experience to qualify asIndependent Directors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Companies Act 2013 read withthe 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 Directorsunless exempted are required to pass an online profi ciency self assessment testconducted by llCA within one year from the date of their registration in the llCAdatabank.

BOARD MEETINGS

The Board of Directors met 4 (four) times during the financial year ended 31stMarch 2020. Board Meetings were held on 30th May 2019 14th August2019 14th November 2019 and 14th February 2020. The intervening gapbetween any two meetings was within the period described by the Companies Act 2013 andSEBI (LODR) Regulationsn 2015. The detail of the Board meetings and the attendance of theDirectors are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Details of Performance Evaluation of individual Director and Committees of the Board ismentioned in Corporate Goverance Report.

COVID-19 PANDEMIC

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 manageraial 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 AUDITORS

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 Auditpursuant to the provisions of Section 138 of the Companies Act 2013 for the financialyear 2020-21. The Internal Auditor conduct internal audit in respect of affairs of theCompany on quarterly basis.

STATUTORY 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.

AUDITORS' REPORT

The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2020 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 Ms Ashu Gupta of M/s Ashu Gupta & Co. Company Secretariesin Whole–time Practice to carry out Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013 for the financial year 2020-21. The report of theSecretarial Auditor for F.Y. 2019-20 in Form No. MR-3 is annexed to this report as AnnexureI. The Secretarial Auditor Report does not contain any qualification reservations oradverse remark.

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 Obligationsand Disclosure Requirements) Regulations 2015. A Corporate Governance report along withStatutory Auditor's Certificate confirming compliance of Corporate

Governance for the year ended 31st March 2020 is provided separately andforms integral part of this Annual Report.

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. Accordingly disclosure of contracts orarrangements with Related Parties as required under section 134(3)(h) of the CompaniesAct 2013 in Form AOC-2 is not applicable. None of the Directors has any pecuniaryrelationships or transactions vis--vis the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return (MGT-9) of the Company as at 31st March 2020 is notattached with this report in view of MCA circular GSR 538(E) dated 28.08.2020 and has beenplaced on the website of the Company and can be accessed athttp://consofinvest.com/investorfirelations. html.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS IN SECURITIES

Company being Non-Banking Financial Company. Provisions of Section 186(4) of theCompanies Act 2013 requiring disclosure of the particulars of the loans and investmentmade by the Company in the ordinary course of its business are not applicable to 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. ThePolicy is uploaded on the website of the Company viz. www.consof invest.com havingfollowing web link http://consofi nvest.com/ investorfirelations.html.

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.

RISK MANAGEMENT

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://consofi nvest.com/investorfirelations.html.

During the year under review there was no complaint received under this mechanism.

DEPOSITS

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 2019-20.

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 motivated to contribute their best in the working ofCompany. The information required to be disclosed pursuance of Section 197 of theCompanies 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 theremuneration of each Director the median remuneration of the employees of Company for thefinancial year : N.A. None of the Director is getting any remuneration. (ii) thepercentage increase in remuneration of Director Chief Financial Officer Chief ExecutiveOffi 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 provided.

S l . No. Name Category % increase in Remuneration
1. ANIL KAUSHAL Company Secretary 2.77%
2. SUMIT KUMAR PARUNDIYA CFO 5.60%

(iii) The percentage increase in the median remuneration of employees in the financialyear. 4.18%

(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 justifi cation 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:

S. No. Name Designation Remuneration received (Rs. In lacs) Nature of employment whether contractual or otherwise Qualifi - cations Experience (Years) Date of commence- ment of employment Age Last Employment % of shares held
1 Anil Kaushal C o m p a n y Secretary 9.99 Regular B.COM FCS 37 Years 26.04.2006 59 Indocount Finance Ltd 5 Shares
2 Sumit Kumar Parundiya CFO 5.65 Regular MBA 11 Years 01.05.2018 34 Micromax Informatics Ltd NIL

Above employees are not related to any director of the Company

CSR POLICY

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 link http:// consofi nvest.com/investorfirelations.html.

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 2019-20.

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

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

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.

GENERAL a) The Company has complied with the applicable Secretarial Standardsprescribed under Section 118(10) of the Companies Act 2013.

b) During the year the auditors and the secretarial auditors have not reported anyfraud under Section 143(12) of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.

c) 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.

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)

Managing Director Director

(DIN: - 01623575) (DIN: - 00649458)

Dated : 3rd September 2020

Place : New Delhi

.