To the members,
The Directors presents the 37th Annual Report of your company together with
the audited fi nancial statements of the company for the year ended 31st March
2023.
FINANCIAL RESULTS
| Particulars |
Standalone |
|
Year ended |
|
31-03-2023 |
31-03-2022 |
| Total Income |
41732.84 |
345.94 |
| Profi t before Tax, Exceptional Items |
41077.45 |
266.21 |
| Profi t before Tax and Exceptional Items |
41077.45 |
266.21 |
| Less :i) Exceptional items |
- |
- |
| ii) Provision for Taxation |
9783.05 |
203.88 |
| Profi t after tax |
31294.40 |
62.33 |
| Less: (Loss) from Discounting operations |
(0.82) |
(1.27) |
| Profi t for the Year for the Period |
31293.58 |
61.06 |
| Add: Other Comprehensive Income/(Loss) |
(7171.38 |
13558.42 |
| Total Comprehensive Income |
24122.21 |
13619.48 |
| Earning Per Share (Basic and Diluted) |
96.81 |
0.19 |
OPERATIONS & OUTLOOK
During the year under review, the total income of the Company was at Rs. 41,732.44 Lakh
and earned Net Profi t for the year of Rs.31,293.58 Lakh as compared to Income of Rs.
345.94 Lakh and Net Profi t for the year of Rs. 61.06 Lakhs respectively in the previous
fi nancial year. During the year under review there was substantial increase in earnings
and Net Profi t mainly due to change in fair value of investments. Company earned the
income from Interest on the loans given, dividend received on the investments and income
from derivative trade.
Management of the Company is continuously taking appropriate steps for further
improvement of the profi tability of the Company.
During the year there is no change in the business of the Company. Company continues to
be NBFC, registered with Reserve Bank of India, having business of doing & holding
investment activity 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, the
Company is required to transfer 20% of its profi t after tax to the Statutory Reserve
Fund. During the year, the Company has transferred Rs. 6258.72 Lakhs to the statutory
reserve fund.
DIVIDEND
Your Directors intend to plough back available resources for fi nancial requirements
and express their inability to recommend any divided for the year under review.
RBI REGULATIONS
Your Company continues to comply with all the applicable laws, regulations, guidelines
etc. prescribed by the Reserve Bank of India ("RBI"), from time to time. The
Company continues to be in compliance with the norms pertaining to capital adequacy,
non-performing assets etc.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
Your Company, being an NBFC registered with RBI and engaged in the business of giving
loans in ordinary course of its business, is exempt from complying with the provisions of
Section 186 of the Companies Act,2013 ("the Act") with respect to loans.
Pursuant to the provisions of Section 186(4) of the Act, details with regard to the
investments made by the Company, as applicable, are given in Note no.5 of the Standalone
fi nancial statements, forming part of this Annual Report.
DEPOSITS
During the year, the Company has not accepted any deposits from the public under
Chapter V of the Companies Act, 2013. There was no public deposit outstanding as at the
beginning and end of the fi nancial year 2022-23.
SUBSIDIARY COMPANIES, ASSOCIATES AND CONSOLIDATED FINANCIAL STATEMENTS
Company do not have any Associate or Subsidiary Company. Hence no Consolidated
Financial Statements of the Company have been prepared for the F.Y. ended 31.03.2023.
Further Concatenate Advest Advisory Private Limited continue to be the Holding company
and is holding 68.92% shares of the Company as on 31.03.2023.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
in Form No. MGT-7, is available on the Companys website and can be accessed at the
web-link: http://www.consofi nvest.com/investor_ relations.htm.
COMPOSITION OF THE BOARD
Directors
• Mr. Sanjiv Kumar Agarwal - Managing Director
• Ms. Geeta Gilotra -Non Executive woman Director
• Ms. Iti Goyal – Non Executive Director
• Mr. Prakash Matai - Non Executive Independent Director
• Mr. Sanjeev Aggarwal – Non Executive Independent Director
• Mr. Radhey Shyam- Chairman & Non-Executive Independent Director
Key Managerial Personnel: In terms of Section 2(51) and Section 203 of Companies
Act, 2013 following are the KMPs of the Company:
• Mr. Sanjiv Kumar Agarwal - Managing Director
• Mr. Anil Kaushal -Company Secretary Mr. Sudhir Shukla -CFO (w.e.f. 27.04.2022)
DIRECTORS AND KMPs
During the year under review, there were no changes in the directorship of the Company:
Mr. Sanjiv Kumar Agarwal, Managing Director is retiring by rotation at the ensuing
Annual General Meeting, and being eligible, offers himself for re-appointment. He is being
re-appointed at the Annual General Meeting.
Mr. Sanjeev Aggarwal, Director was appointed as Non-executive Independent Director for
a term of 5 years on 28.09.2018 and his term is expiring on 27.09.2023. Board of directors
of the Company on the recommendation of Nomination and Remuneration Committee have
re-appointed Mr. Sanjeev Aggarwal as Non-executive Independent Director for a period of 5
years, subject to approval of shareholders at the Annual General meeting w.e.f.
28.09.2023. The necessary resolution seeking approval of the members of the Company has
been incorporated in the Notice of 37th Annual General Meeting of the Company.
The brief resume of Mr. Sanjiv Kumar Agarwal, Mr. Sanjeev Aggarwal and names of other
company (ies) in which they hold directorship, membership of committees of the Board and
their shareholdings are given in the Notice to the Shareholders.
None of directors proposed to be appointed/reappointed are disqualifi ed/debarred from
being a director by any order of SEBI/Ministry of Corporate Affairs.
FIT AND PROPER AND NON-DISQUALIFICATION DECLARATION BY DIRECTORS
All the Directors of the Company have confi rmed that they satisfy the "fi t and
proper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD.
008/ 03.10.119/2016-17 dated 1st September 2016, as amended, and that they are not
disqualifi ed from being appointed/continuing as Director in terms of Section 164(1) and
(2) of the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director(s) in
accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence 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 acknowledging
the veracity of the same, concluded that the Independent Directors are persons of
integrity and possess the relevant profi ciency, expertise and experience to qualify as
Independent 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 with
the applicable Rules made thereunder, the Independent Directors of the Company have
registered themselves in the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs, Manesar ["llCA"]. The Independent Directors
unless exempted, are required to pass an online profi ciency self assessment test
conducted by llCA within two years from the date of their registration in the llCA
databank.
BOARD MEETINGS
The Board of Directors met 7 (seven) times during the fi nancial year ended 31st
March 2023. Board Meetings were held on 1st April 2022, 27th April
2022, 30th May 2022, 29th July 2022, 5th September 2022,
14th November 2022 and 14th February 2023. The intervening gap
between any two meetings was within the period described by the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015. The detail of the Board meetings and the attendance of the
Directors are provided in the Corporate Governance Report.
BOARD COMMITTEES
The detail of the various committees constituted by the Board of Directors are provided
in the Corporate Governance Report.
PERFORMANCE EVALUATION
Details of Performance Evaluation of individual Director and Committees of the Board is
mentioned in Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS
The Company has established Internal Financial Control System for ensuring the orderly
and effi cient conduct of the business including adherence to Companys policies, the
safeguarding of assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records and the timely preparation of reliable
Financial Statements. Clearly defi ned roles and responsibility for all managerial
position gives strength to the internal control system of the organization. Internal audit
are done at regular intervals to ensure that responsibilities are executed effectively.
AUDITORS AND THEIR REPORTS
INTERNAL AUDITORS
Internal auditor has submitted their report to Board of Directors for the period ended
31.03.2023 and it does not have qualifi cation or adverse remarks.
The Board of Directors of your Company appointed M/s. VASK & Associates, Chartered
Accountants, 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 the fi nancial
year 2023-24. The Internal Auditor conduct internal audit in respect of affairs of the
Company on quarterly basis.
STATUTORY AUDITORS
M/s Kanodia Sanyal & Associates, Chartered Accountant, was appointed as statutory
auditors of the Company for a period of fi ve fi nancial years at the Annual General
Meeting held on 29.09.2022 till the Forty First Annual General Meeting of the Company to
be held in the year 2027.
AUDITORS REPORT
The Auditors Report on the Audited Financial Statement of the Company for the year
ended 31st March, 2023 do not contain any qualifi cation, reservation or
adverse remark 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 Secretaries
in Whole–time Practice, to carry out Secretarial Audit under the provisions of
Section 204 of the Companies Act, 2013 for the fi nancial year 2023-24. Secretarial
Auditors Report on the secretarial audit of the Company for the year ended 31st
March, 2023 do not contain any qualifi cation, reservation or adverse remark so need not
require any explanation or comment.
The report of the Secretarial Auditor for F.Y. 2022-23 in Form No. MR-3 is annexed to
this report as Annexure I.
CORPORATE GOVERNANCE REPORT
The Company has complied with the mandatory provisions of Corporate Governance as
prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A Corporate Governance report
along with Statutory Auditors Certifi cate confi rming compliance of Corporate Governance
for the year ended 31st March 2022 is provided separately and forms integral
part of this Annual Report.
DETAILS OF FRAUD REPORTED BY AUDITORS
There were no frauds reported by the auditors.
COMMENTS ON ADVERSE REMARKS IN AUDITORS/ SECRETARIAL AUDITORS REPORT
There was no qualifi cation, reservation or adverse remarks in Auditors Report and
Secretarial Auditors report.
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered during the fi nancial year under
review were on arms length basis and were in the ordinary course of business. No material
Related Party Transactions (transaction(s) exceeding ten percent of the annual
consolidated turnover of the Company as per last audited fi nancial statements), were
entered during the year by the Company. The Company has not entered into any contract or
arrangement with related parties as prescribed in section 188(1) of the Companies Act,
2013. Accordingly, disclosure of contracts or arrangements with Related Parties as
required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not
applicable. None of the Directors has any pecuniary relationships or transactions
vis-?-vis the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURT
During the year under review, no signifi cant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status of the Companys
operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No Material changes and commitment occurred, between the end of the fi nancial year of
the Company to which the
Financial Statements relate and the date of the report, which could affect the fi
nancial position of the Company.
NOMINATION AND REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has approved a policy for selection, appointment & remuneration of
Directors, Key Managerial Personnel (KMP) and Senior Management employees of the Company.
The Policy is uploaded on the website of the Company viz. www. consofi nvest.com having
following web link: http://www. consofi nvest.com/investor_relations.htm
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. ENERGY CONSERVATION
In the operations of the Company, no signifi cant scope for energy conservation was
identifi able and hence no signifi cant steps have been taken for energy conservation.
However, the Company in general keeps a track on energy conservation as far as possible.
B. TECHNOLOGY ABSORPTION
TheprovisionsofSection134(3)(m)oftheCompanies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, in so far as it related to technology absorption are not
applicable to the Company, as it does not have any manufacturing activity.
C. FOREIGN EXCHANGE EARNING AND OUTGO
There is no foreign exchange earnings and outgo during the year.
RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessment
and minimization procedures. These procedures are periodically reviewed to ensure that
executive management controls risk through means of a properly defi ned framework.
WHISTLE BLOWER POLICY – VIGIL MECHANISM
In terms of the provisions of Sec 177(9) & (10) of the Companies Act, 2013 and
pursuant to the provisions of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for
Stakeholders, Employees and Directors of the Company has been established. The Whistle
Blower Policy duly approved by the Board of Directors has been uploaded on the website of
the Company having following web link, http://www.consofi nvest.com/investor_relations.htm
During the year under review, no complaint was received under this mechanism.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The human resource is an important asset which has played pivotal role in the
performance and growth of the Company over the years. Your Company maintains very healthy
work environment and the employees are motivated to contribute their best in the working
of the Company. The information pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of
remuneration drawn and their other particulars also form part of this report. However, the
report and the accounts are being sent to the members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Offi ce of the Company. Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary at cs_cfhl@jindalgroup.com.
CSR POLICY
The Company has constituted a Corporate Social Responsibility Committee and has
developed its CSR policy which is available on the website of the Company viz. www.consofi
nvest.com having following web link, http://www.consofi nvest.com/investor_relations.htm
Company did not meet the criteria in terms of Section 135 of Companies Act, 2013 and
the Companies (Corporate Social Responsibility) Rules, 2014 and hence your Company was not
required to spend any amounts towards CSR based activities for the fi nancial year
2022-23.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your company has in place a Policy on prevention of Sexual Harassment at workplace at
Group level. The Policy is in line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
As per the said Policy, an Internal Complaints Committee is also in place at Group
level to redress complaints received regarding sexual harassment. There was no complaint
received from any person during the fi nancial year 2022-23 and hence no complaint is
outstanding as on 31st March 2023 for redressal.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) of the Companies Act, 2013 with
respect to Directors Responsibility Statement, it is hereby confi rmed;
a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanations relating to material departures, if any;
b) That they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the fi nancial year and of the
profi t or loss of the company for the year under review;
c) That they have taken proper and suffi cient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safe
guarding the assets of the Company and for preventing and detecting frauds and other
irregularities;
d) That they have prepared the annual accounts on a ‘going concern basis.
e) That they have laid down proper internal fi nancial control and such fi nancial
controls are adequate and were operating effectively.
f) That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
GENERAL
a) The Company has complied with the applicable Secretarial Standards prescribed under
Section 118(10) of the Companies Act, 2013.
b) Cost records as specifi ed by the Central Government under sub section (1) of
section 148 of the Companies Act 2013, are not applicable on the Company.
c) There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period under review.
d) The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the banks or fi nancial
institutions along with the reasons thereof is not applicable to the Company during the
period under review.
ACKNOWLEDGEMENT
The Directors express their gratitude towards the Banks and various other agencies for
the cooperation extended to the company. The Directors also take this opportunity to thank
the shareholders for the confi dence reposed by them in the company.
The employees of the company contributed signifi cantly in achieving the results. The
Directors take this opportunity to thank them and hope that they will maintain their
commitment 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 : 31st August 2023 |
|
| Place : New Delhi |
|
+91-9892691696
