DIRECTORS' REPORT To the members, Your Directors have pleasure in presenting the 29th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2015. OPERATIONS & OUTLOOK The Financial year 2014-15 displayed significant improvement in the stock market and business sentiment, following the 'General Elections in May 2014'. During the year Sensex has gone up 5571.22 points, or 24.88 per cent to 27,957.49 from 22386.27 on March 31, 2014. However, the business of the Company was curtailed during the year and the Company could earn Income of Rs. 221 Lacs as compared to Rs. 326 Lacs in the previous year. The netprofit after tax for the year under review was Rs. 149 Lacs as compared to loss of Rs. 372 Lacs in the previous year. Net Profit also include sale of old factory building, land and Plant & Machinery. In 2014-15, the Indian economy witnessed the first green shoots of tangible recovery. The year saw noticeable improvement in business confidence, foreign inflows and stability of key macroeconomic indicators. GDP growth (at market) improved to 7.3% in 2014-15 as compared to 6.9% in the previous year. This was on the back of a stronger growth in the manufacturing and service sectors The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015- 16. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. India's economic growth is projected to surpass that of China's with the GDP expected to zoom by 7.5% in 2015-16, according to UN report which said India will help accelerate economic growth in South Asia. The long term prospect for the economy is optimistic. DIVIDEND Due to inadequacy of profits, your Directors express their inability to recommend any dividend for the year under review. DEPOSITS The Company has not invited any deposit from public and shareholders in accordance with the provisions of Section 58A of the Companies Act, 1956 (corresponding 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 4 (four) times in the year 201415. The detail of the Board meetings and the attendance of the Directors are prov'ded in the Corporate Governance Report. DIRECTORS Shri Sanjiv Kumar Agarwal, Managing Director is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. His brief resume, names of other company (ies) in which he hold directorship, membership of committees of the Board and his shareholdings are given in the Notice to the Shareholders. SELECTION OF NEW 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 prowsions 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 presides an overall industry perspective as well as issues being faced by the Industry. The Policy on the Company's familiarization programme for Independent Directors has been uploaded at the company's website v'z. www.consofinvest.com hawng following weblink <http://www.consofinvest.com/investor_> relations.htm INDEPENDENT DIRECTORS DECLARATION The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. AUDIT COMMITTEE At present the audit committee comprises of the following Directors: Shri Ghanshyam Dass Singal (Chairman) Shri Praveen Bansal Shri Radhey Shyam 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. Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report CORPORATE GOVERNANCE The Company has complied with the mandatory prowsions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compliance. CORPORATE SOCIAL RESPONSIBILITY (CSR) • The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) pursuant to the prowsions 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 ofthis report. The CSR Policy has also been uploaded on the website of the Company v'z. www.consofinvest.com having following web link, <http://www.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 due to unavoidable delay in identification of suitable CSR implementation agency during the financial year 2015-2016. Accordingly, the Annual Report on the CSR activities has not been included in this report. SUBSIDIARY COMPANIES Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited and Budhiya Marketing Private Limited are the wholly owned subsidiary of our company and Jesmin Investments Limited is also the subsidiary of the company. During the year Horizon Propbuiild Limited and Glow Infrabuild Limited ceased to be subsidiary companies, but are associate companies. The Audited Annual Accounts and related information of these subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder. CONSOLIDATED FINANCIAL STATEMENTS In accordance with Accounting Standard-21 (Consolidated Financial Statements), the Consolidated Financial Statements form part of this report & accounts. These Financial Statements have been prepared from the audited financial statements received from Subsidiary Companies, as approved by their respective Boards. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard-21 issued by the Institute of Chartered Accounting of India, Consolidated Financial statements presented by the Company include the Financial Statements presented by the Company include the Financial Statements of its Subsidiaries and Associates. 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 COMPANY'S SHARES ON STOCK EXCHANGES The Company's shares are listed on "The National Stock Exchange of India Limited" (NSE). The listing fee up to the year 2015-2016 has already been paid to the stock exchange. 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 Clause 49 of the Listing Agreement, 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://www.consofinvest.com/investor_relations.htm> RELATED PARTY TRANSACTIONS The Related Party Transactions that were entered during the financial year under review were on arm's 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-a-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 Clause 49 of the Listing Agreement. The Policy on Related Party Transactions has been uploaded on the website of the Company viz. www. consofinvest.com having following web link, <http://> www.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 Company's 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. AUDITORS M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the statutory auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Members of the Company at the AGM held on 20th September 2014 had approved the appointment of Kanodia Sanyal & Associates as the Statutory Auditors for a period of three financial years i.e. 31st March 2017. As required by the provisions of the Companies Act, 2013, their appointment will be ratified by members each year at the Annual General Meeting. The auditors have furnished certificate regarding their eligibility for re-appointment as Company's Auditors, pursuant to Section 139 of the Companies Act, 2013. AUDITORS' REPORT The comments/observations of Auditors are explained in the Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2015 which are self explanatory and, therefore; do not call for any further comment under Section 217(3) of the Companies Act, 1956. 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 201415. The report of the Secretarial Auditor is annexed to this report as Annexure II. The report does not contain any qualification. 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 said policy is enclosed as a part of this report as "ANNEXURE - III". ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of clause 2(A) (d) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, in so far as it relates to conservation of energy and technology absorption are not applicable, as the company does not have any manufacturing activity. The Company is also not having any foreign exchange earnings and outgo during the period under review. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director's 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 The details forming part of the extract of the Annual Return as provided under sub-section (3) of Section 92 in Form MGT 9 is enclosed in Annexure IV. 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) Director (DIN: - 00649458) Place : New Delhi Dated : 21th August 2015 |