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Consolidated Finvest & Holdings Ltd Directors Report

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Jul 19, 2024|09:44:56 AM

Consolidated Finvest & Holdings Ltd Share Price directors Report

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

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