Consolidated Finvest & Holdings Ltd Directors Report.

To the members,

Your Directors have pleasure in presenting the 32nd Annual Report of your company together with the audited accounts of the company for the year ended 31st March 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 in equity 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 Lacs as compared to Rs. 754 Lacs in the previous financial year. Earnings of the Company was mainly from interest on the Loans sanctioned by the Company. Company has suffered loss after tax of Rs. 879 lacs as compared to loss after tax of Rs. 293 lacs in last financial year. Management of the Company is taking appropriate steps for improvement of the profitability 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 accordance with 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 laid down 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 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.

CHANGE IN DIRECTORS AND KMP

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

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

Their brief resume, 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.

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

Mr. Abhishek, CFO of the Company resigned on 15.03.2018 and in his place Mr. Sumit Kumar 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 KMPs of 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 the appropriate characteristics, qualification, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. As per the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has formulated a "Policy on Remuneration of Director, Key Managerial Personnel Personal & Senior Employees and same can be assessed at the website of the company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keep its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the Industry.

The Policy on the Companys familiarization programme for Independent Directors has been uploaded at the companys website viz. www.consofinvest.com having following weblink http://consofinvest.com/investor_ relations.htm

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.

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 of the Board are given in the Corporate Governance Report.

BOARD EVALUATION

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

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations 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 as prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of the Annual Report along with Auditors Certificate on its compliance.

CORPORATE SOCIAL RESPOSIBILITY (CSR)

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the provisions of Section 135 of the Companies Act, 2013. The composition of the CSR Committee has been mentioned in the Corporate Governance Report forming part of this report. The Board of Directors, on the recommendation of the CSR Committee, has approved the Corporate Social Responsibility Policy (CSR Policy) of the Company and disclosed its contents in "ANNEXURE – I" forming part of this 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 as specified in Schedule VII of the Companies Act, 2013. However the Company could not undertake the activities as the company could not identify any suitable CSR Implementation Agency or CSR programmes during the financial year, 2017-2018. The Company is now in the process 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 the financial year, Horizon Propbuild Limited and Glow Infrabuild ceased to be associate company.

As per Regulation 34(3) of LODR (Regulations), 2015, the Company has not given any loan to 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 issued by Institute of Chartered Accounting of India, the Consolidated Financial Statements presented by the Company include the audited financial statements received from Subsidiary Companies and Associates, as approved by their respective Boards. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed in the Financial Statements.

LISTING OF COMPANYS SHARES ON STOCK EXCHANGES

The Companys shares are listed on "The National Stock Exchange of India Limited" (NSE). The listing fee up to the year 2018-2019 has already been paid to the stock exchange.

MAINTENANCE OF COST RECORDS

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

Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, are not applicable on the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, is not applicable to Company, as Company has not employed any women employee.

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 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 sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all Stakeholders and in ensuring adherence to all laws and regulation in force.

The Board of Directors has adopted the Code of Conduct for regulating, monitoring and reporting of trading by insiders and other connected persons, in compliance with Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct lays down guidelines and procedures to be followed and disclosures to be made while dealing with the Shares of the Company, as well as the consequences of violation. The Code of Conduct has been formulated for prevention of Insider 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 11th February, 2016 has adopted a Policy for Preservation of Documents & 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 of the relevant transactions.

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

RELATED PART Y TRANSACTIONS

The Related Party Transactions that were entered during the financial year under review were on arms length basis and were in the ordinary course of business. There were no materially significant Related Party Transactions entered into by the Company during the year under review. None of the Directors has any pecuniary relationships or transactions vis--vis the Company.

The Board of Directors, on the recommendation of the Audit Committee, has approved a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules made there under and regulation 23 of SEBI (LODR) Regulations, 2015. The Policy on Related Party Transactions has been uploaded on the website of the Company viz. www.consofinvest. com having following 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 the framework for the management of risks faced by the Company in the conduct of its business to ensure that all business risks are identified, managed and monitored. The contents of Risk Management Policy have been included in Management Discussion and Analysis forming part of this report.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

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

INTERNAL FINANCIAL CONTROLS

The Company has established Internal Financial Control System for ensuring the orderly and efficient 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 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.

AUDITORS

M/s P L Gupta & Co., Chartered Accountant were appointed as statutory auditors of the Company for a period of five financial years at the 31st Annual General Meeting of the Company held on 27th September 2017 till the Thirty Sixth Annual General Meeting to be held in the year 2022 and their appointment to be ratified by members each year at the Annual General Meeting. Pursuant to Notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section 139 of the Companies Act, 2013 and the Rules framed thereunder, the mandatory requirement for ratification of appointment 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 year ended 31st March, 2018 do not contain any qualification, reservation or adverse remark 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 of the Companies Act, 2013 for the financial year 2018-19. The report of the Secretarial Auditor is annexed to this report as Annexure II. The report of the Secretarial Auditor has made following observations and reply thereto are as under: The company could not utilize the funds allocated for CSR program under Section 135 of the Companies Act, 2013 during the financial year 2017-18.

The reason for not spending amount on CSR activities has also been explained under the head 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, Chartered Accountants, New Delhi as Internal Auditors of the Company pursuant to the provisions of Section 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 & Remuneration Committee, has approved a policy for selection, appointment & remuneration of Directors, 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 of Employees

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there are no such employee who were 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 with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Company is furnished hereunder: (i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year : N.A. as none of the Director is getting any remuneration. All the Directors are being paid only sitting fees for attending meeting of the Board of Directors.

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief 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 financial year. 1.56% (iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if 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 the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

N.A.

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

(vii) Statement of Top ten employees. At present number of permanent employees are 2(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 energy, technology absorption, foreign exchange 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, 2014 are not applicable.

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 confirmed;

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 financial year and of the profit or loss of the company for the year under review;

c) That they have taken proper and sufficient 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 financial control and such financial 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.

EXTRACT OF ANNUAL RETURN

In view of Ministry of Corporate Affairs notification dated 31st July, 2018 Annual Return of the Company for the year 2018 shall be placed after the Annual General Meeting at the website of the Company viz. www.consofinvest. com having following web link, 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 for the cooperation extended to the company. The Directors also take this opportunity to thank the shareholders for the confidence reposed by them in the company.

The employees of the company contributed significantly 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)
Managing Director
(DIN: - 01623575)
(Radhey Shyam)
Place : New Delhi Director
Dated : 14th August 2018 (DIN: - 00649458)