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Directors Report of Consolidated Finvest & Holdings Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To the members,

The Directors have pleasure in presenting the 30th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2016.

financial results

(Rs. In Lacs)

year ended 31-3-2016

year ended 31-3-2015

Income

4807

221

Profit before Interest, Depreciation & Tax

4734

44

Less:

i) Provision for Depreciation

5

5

ii) Provision for Taxation

151

12

Profit/(Loss) After Tax

4578

27

Less : Profit/(Loss) from discounting operations

(3)

131

Add : Taxation related to discounting operations

1

(9)

Profit for the Year

4576

149

Add : Previous year profit brought forward

2895

2746

Balance Available for appropriations

7471

2895

Appropriations

Transfer to Reserve Fund

915

30

Balance Carried to Balance Sheet

6526

2865

OPERATIONS & OUTLOOK

The year was marked by high volatility in the Stock Market. Despite that Company earned Income of Rs. 48.07 Crores as compared to Rs.2.21 Crores in the previous year. The net profit after tax for the year under review was Rs. 45.76 Crores as compared to Rs. 1.48 Crores in the previous year.

The improvement in India''s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI''s inflation focus supported by benign global commodity prices. According to IMF World Economic Outlook Update, Indian economy is expected to grow at 7.00-7.75 per cent during FY 2016-17, despite the uncertainties in the global market. Notwithstanding unexpected delays in enacting some economic reform, the prospects for continued rapid growth are undiminished.

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India with an aim to boost the manufacturing sector of Indian economy. This initiative is expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors.

Industry trends and its future prospects have been summed up in the Management Discussion and Analysis Report which forms part of this report.

DIVIDEND

Your Directors intend to plough back available resources for financial requirements and 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 5 (five) times in the year 2015-16. 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.

DIRECTORS

Ms. Geeta Gilotra, Director is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Her 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 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 Company''s familiarization programme for Independent Directors has been uploaded at the company''s website viz. www.consofinvest.com having 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.

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 fulfillment 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 Report 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 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:// 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 as the company still in the process of identification of suitable CSR Implementation Agency or CSR programmes 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.

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

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 of its Subsidiaries and Associates. These Financial Statements have been prepared from 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 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 2016-2017 has already been paid to the stock exchange.

WHISTLE BLOWER POLICY - VIGIL MECHANISM

In terms of the provision 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 up loaded on the website of the Company viz.www.consofinvest. com having following weblink, http://www.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 10th 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 web link, 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 AN D TH EIR 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 141 of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31stMarch, 2016 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 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure III. The report contain qualification for not spending the amount on CSR activities. The reason for not spending amount on CSR activities has also been explained under the head Corporate Social Responsibility.

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 - IV".

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.

No.

Name

Category

% increase in Remuneration

1.

ANIL KAUSHAL

Company

Secretary

0.33%

3.

VANDANASHARMA

CFO

NIL

2.

ABHISHEK w.e.f 20.05.2016

CFO

N.A.

(iii) The percentage increase in the median remuneration of employees in the financial year. 0.33%

(iv) The number of permanent employees on the rolls of Company. Two

(v) the explanation on the relationship between average increase in remuneration and Company performance. Not Applicable as company has only KMP, which is provided in next para.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Particulars

(in Lacs)

Remuneration of Key Managerial Personnel aggregated

9.93

Revenue (Total Income)

4806.51

Remuneration (as % of revenue)

0.21%

Net Profit for the year

4575.96

Remuneration (as % of Net Profit for the year)

0.22%

(vi)variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year.

Particulars

As at

As at

Variation

31st March, 2016 31st March, 2015

closing rate of share

59.75

36.10

65.51 %

(NsE) (Rs)

EPs

14.16

0.46

2978.26%

Market capitalization

193.15

116.70

65.51%

(crores)

Price Earnings ratio

4.22

78.48 (94.62) %

vii) 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.

ix) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.

(in Lacs)

Particulars

Managing company Director secretary

C.F.O.

Remuneration

0.06*

9.13

0.74**

Revenue

4806.51

4806.51 4806. 51

Remuneration (as % of revenue)

0.001%

0.19%

0.015%

Net Profit for the year

4575.96

4575.96 4575. 96

Remuneration (as % of Net Profit for the year )

-

0.20%

0.016%

*sitting fees

**for Part of the year.

(x) The key parameters for any variable component of remuneration availed by the directors.

Nil

xi) 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.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving 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 Rule 8 of the Companies(Account) Rules, 2014 forms part of this Board''s Report and is annexed as Annexure I ''.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) ©of the Companies Act, 2013 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 vew 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.

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information are provided:

Sr.

No.

Particulars

1

The financial summary or highlights

The financial highlights including State of Affairs of the Company, Dividend & Reserve is provided in point 1 of this report.

2

(ii) The change in the nature of business, if any.

There is no change in the business line of the Company.

3

The details of directors or key managerial personnel who were appointed or have resigned during the year

Ms. Vandana Sharma has resigned and Mr. Abhishek was appointed by the Board as Chief financial officer of the Company w.e.f.30.05.2016

4

The names of companies which have become or ceased to be Subsidiaries, joint ventures or associate companies during the year

NIL

5

The details relating to deposits, covered under Chapter V of the Act

The Company has not accepted deposits

6

The details of deposits which are not in compliance with the requirements of Chapter V of the Act

Not Applicable

7

The details of significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and company''s operations in future

NIL

8

The details in respect of adequacy of internal controls with reference to the Financial

The Company has an adequate and effective system of internal controls for its various business processes, with regard to operations, financial reporting, compliance with applicable laws and regulations, etc. Clearly defined roles and responsibility for all managerial positions gives strength to the internal control system of the organization. Internal audits are done at regular intervals to ensure that responsibilities are executed effectively, in view of changing business needs and safe guarding the assets of the Company against significant misuse or Loss from time to time.

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) (Radhey Shyam)

Place : New Delhi Managing Director Director

Dated : 22nd August 2016 (DIN: - 01623575) (DIN: - 00649458)


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 28th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lacs)

31- 3-2014 31-3-2013 Year ended Year ended

Income 326 1029

Profit before Interest, Depreciation & Tax 237 861

Less:

i) Provision for Depreciation 5 5

ii) Provision for Taxation 58 155

iii) Deferred Tax Liability/(Asset) for the year 539 (68)

Profit/(Loss) After Tax (365) 769

Less: Loss from discounting operations 8 8

Add: Taxation related to discounting operations 1 1

Less: Taxation related to earlier period

Profit for the year (372) 762

Add: Previous year profit brought forward 3118 2510

Balance Available for appropriations 2746 3272 Appropriations

Transfer to Reserve Fund - 154

Balance Carried to Balance Sheet 2746 3118

operations & outlook

The financial year 2013-2014 was a challenging year in many ways. Economic activity remained subdued, compounded by volatility in currency and interest rate markets in the first half of the year. Gross Domestic Products (GDP) for 2013-14 has been estimated to grow at 4.70%, the second consecutive year of sub5% growth. While financial markets stabilised in the second half of the year, economic activity continued to remain muted.

During the year your Company has suffered a loss after tax of Rs 365 lacs as compared to profit of Rs. 769 lacs in the previous year. The company suffered losses due to reversal of deferred tax liability of Rs. 540 lacs, due to non utilisation of capital loss, after completion of eight years, created by the company, in earlier years

DIVIDEND

Due to loss incurred by the Company, 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.

DIRECTORS

Shri Radhey Shyam is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Shri Radhey Shyam resigned as Managing Director, but he continues to be a director. Shri Sanjiv Kumar Agarwal was appointed as Managing Director with effect from 13th August 2014, subject to approval of shareholders at the forth coming Annual General Meeting of the Company.

Ms. Geeta Gilhotra was appointed as the Additional Director of the Company with effect from 13th August 2014, holds office up to the date of the forthcoming Annual General Meeting of the company, being appointed as director.

As per the provisions of Section 149 of the Companies Act, 2014 which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. G. D. Singal and Mr. Praveen Bansal as Independent Directors is being placed before the Members in General Meeting for their approval. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

Brief resumes of above directors, 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.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Shri Ghanshyam Dass Singal (Chairman)

Shri Praveen Bansal Shri Radhey Shyam

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions 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.

SUBSIDIARY COMPANIES

Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited, Budhiya Marketing Private Limited and Glow Infrabuild Limited are the wholly owned subsidiary of our company and Jesmin Investments Limited and Horizon Propbuild Limited are also the subsidiaries of the company.

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 2014-2015 has already been paid to the stock exchange.

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.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs, Government of India has by its notification dated 8th February 2011 granted a general exemption to companies, as per which, the provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and all subsidiaries duly audited by its statutory auditors form part of this Annual Report and the individual accounts of each of the subsidiary companies have not been attached.

During the year under review, Company had six subsidiaries, namely. Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited, Glow Infrabuild Limited, Horizon Propbuild Limited, Budhiya Marketing Limited and Jesmin Investments Limited.

The Audited Annual Accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re- appointment. Pursuant to provision of Section 139 of the Companies Act, 2013 and rules frames there under it proposed to appoint M/s Kanodia Sanyal & Associates as statutory auditors from the conclusion of the ensuring AGM till the conclusion of the 31st Annual General Meeting to be held in the year 2017, subject to annual ratification by members at 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, 2014 which are self explanatory and, therefore; do not call for any further comment under Section 217(3) of the Companies Act, 1956.

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.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year 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, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a ''going concern'' basis.

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) (Radhey Shyam) Managing Director Director (DIN:- 01623575) (DIN: - 00649458)

Place : New Delhi Dated : 13th August 2014


Mar 31, 2013

To the members

The Directors have pleasure in presenting the 27th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. In Lacs) year ended Year ended 31-3-2013 31-3-2012

Income 1029 531

Proft before interest, Depreciation & tax 861 478

Less:

i. Provision for Depreciation 5 5

ii. Provision for Taxation 156 29

iii. Deferred Tax Liability/(Asset) for the year (68) 77

iv. MAT Credit entitlement (1) -

V. I. Tax relates to earlier year - 5

Proft after tax 769 362

Less : Loss from discounting operations 8 9

Add : Taxation related to discounting operations (1) 1

Proft for the year 762 354

Add: Previous year proft brought forward 2510 3916

Balance available for appropriations 3272 4270

Appropriations

Dividend (Proposed) - 162

Tax on Dividend - 26

Transfer to Reserve Fund 154 72

Transfer to General Reserves - 1500

Balance Carried to Balance Sheet 3118 2510

OPERATIONS

During the year your Company has earned a proft after tax of Rs 769 lacs as compared to Rs. 362 lacs in the previous year. The proft earned is mainly on account of Mutual Fund Redemption, dividend and Interest received.

DIVIDEND

Your Directors intend to plough back available resources for fnancial requirements and express their inability to recommend any dividend for the year under review.

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

RBI REGULATIONS

Your Company continues to fulfll all the applicable prevailing norms and standard laid down by the Reserve Bank of India (RBI) and regularly fling all the returns.

DIRECTORS

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

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Shri Ghanshyam Dass Singal (Chairman) Shri Praveen Bansal Shri Sanjiv Kumar Agarwal Shri Radhey Shyam

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor''s Certifcate on its compliance

SUBSIDIARY COMPANIES

Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited, Budhiya Marketing Private Limited and Glow Infrabuild Limited are the wholly owned subsidiary of our company and Jesmin Investments Limited, Hor izon Propbuild Limited and Global Nonwovens Limited are also the subsidiaries of the company.

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 2013-2014 has already been paid to the stock exchange.

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 fnancial statements received from Subsidiary Companies, as approved by their respective Boards.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

General Exemption Under Section 212(8)

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies to publish audited consolidated fnancial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the Subsidiaries of the Company viz. Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited, Global Nonwovens limited, Glow Infrabuild Limited, Horizon Propbuild Limited, Budhiya Marketing Limited and Jesmin Investments Limited for the fnancial year ended March 31, 2013 are not being attached with the Annual report of the Company and the specifed fnancial highlights of the said Subsidiary Companies are disclosed in the Annual Report , as part of the Consolidated Financial Statements. The Audited Annual Accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Registered Offce, by any Shareholder.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and your directors recommend their re-appointment. They have furnished a certifcate to this effect that their re-appointment, if made, will be in accordance with sub-Section (1B) of Section 224 of the Companies Act, 1956.

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, 2013 which are self explanatory and, therefore; do not call for any further comment under Section 217(3) of the Companies Act, 1956.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN 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.

PERSONNEL

Your Directors would like to place on record their appreciation of the dedicated and loyal services rendered by the offcers and staff of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

DIRECTORS''RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT,1956

The Directors confrm:

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 fnancial year and of the proft or loss of the company for the year under review;

c. That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and for preventing and detecting frauds and other irregularities;

d. That they have prepared the annual accounts on a ''going concern'' basis.

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 confdence reposed by them in the company.

The employees of the company contributed signifcantly 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

(radhey shyam) (G.D. singal) Managing Director Director

Place : New Delhi Dated : 7th August 2013


Mar 31, 2012

To the members,

The Directors have pleasure in presenting the 26th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended 31-3-2012 31-3-2011

Income 531 2208

Profit before Interest, Depreciation & Tax 479 1222 Less:

i) Provision for Depreciation 5 5

ii) Provision for Taxation 35 351

iii) Deferred Tax Liability/(Asset) for the year 77 (53)

iv) MAT Credit entitlement - (269)

Profit After Tax 362 1189

Less: Loss from discounting operations 9 10

Add : Taxation related to discounting operations (1) (1)

Less: Taxation related to earlier period - 1

Profit for the Year 354 1179

Add: Previous year profit brought forward 3916 8158

Balance Available for appropriations 4270 9337

Appropriations

Dividend (Proposed) 162 162

Tax on Dividend 26 26 Transfer to Reserve Fund 72 236

Transfer to General Reserves 1500 4997

Balance Carried to Balance Sheet 2510 3916

OPERATIONS

During the year your Company has earned a profit after tax of Rs. 354 lacs as compared to Rs. 1179 lacs in the previous year. The profit earned is mainly on account of Mutual Fund Redemption, dividend and Interest received.

DIVIDEND

Your directors are pleased to recommend a dividend of Re. 0.50 per share i.e. 5% on the paid up equity share capital of the company for the year ended 31st March 2012. The total payout of the company in respect of dividend is Rs. 187.85 lacs (inclusive of Dividend Tax).

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

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.

DIRECTORS

Shri Ghanshyam Dass Singal is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Shri Praveen Bansal was appointed as the Additional Director of the Company with effect from 21st December 2011, holds office up to the date of the forthcoming Annual General Meeting of the company, being appointed as director.

Shri Sanjiv Kumar Aggarwal was appointed as the Additional Director of the Company with effect from 21st December 2011, holds office up to the date of the forthcoming Annual General Meeting of the company, being appointed as director.

Shri Radhey Shyam was appointed as Managing Director with effect from 21st December, 2011, subject to approval of share holders at the forthcoming Annual General Meeting of the Company.

Shri Shiv Kumar Mittal has resigned from the Managing directorship on 21st December 2011. The Board wishes to place on record its sincere appreciation for the valuable services rendered by him during his tenure as Managing Director of the Company.

Shri Sanjay Mittal has resigned from the directorship on 21st December 2011. The Board wishes to place on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Shri Ghanshyam Dass Singal (Chairman)

Shri Praveen Bansal

Shri Sanjiv Kumar Agarwal

Shri Radhey Shyam

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compliance.

SUBSIDIARY COMPANIES

Jindal Photo Investments Limited and Consolidated Finvest & Investments Limited are the wholly owned subsidiary of your company and Jesmin Investments Limited is also a subsidiary of the company.

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 2012-2013 has already been paid to the stock exchange.

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.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

General Exemption Under Section 212(8)

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies to publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the Subsidiaries of the Company viz. Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited and Jesmin Investments Limited for the financial year ended March 31, 2012 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The Audited Annual Accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and your directors recommend their re-appointment. They have furnished a certificate to this effect that their re-appointment, if made, will be in accordance with sub-Section (1B) of Section 224 of the Companies Act, 1956.

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, 2012 and Profit and Loss Account for the year ended on that date are self explanatory and, therefore, do not call for any further comment under Section 217(3) of the Companies Act, 1956.

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.

PERSONNEL

Your Directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers and staff of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

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, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a 'going concern' basis.

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

(G.D. Singal) Director

(Radhey Shyam) Managing Director

Place : New Delhi Dated : 9th August, 2012


Mar 31, 2011

To the members,

The Directors have pleasure in presenting the 25th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs.In Lacs)

Year ended Year ended 31-3-2011 31-3-2010 Income 2208 1065

Profit before Interest, Depreciation & Tax 1222 959

Less: i) Interest & - - Financial Charges

ii) Provision for Depreciation 15 15

iii) Provision for Taxation 349 161

iv) Deferred Tax Liability/(Asset) for the year (53) (5)

v) MAT Credit entitlement (269) -

Profit After Tax 1180 788

Less: Taxation related to earlier years 1 -

Profit for the Year 1179 788

Add: Previous year profit brought forward 8158 7916

Balance Available for appropriations 9337 8704

Appropriations

Dividend (Proposed) 162 162

Tax on Dividend 26 26

Transfer to Reserve Fund 236 158

Transfer to General Reserves 4997 200

Balance Carried to Balance Sheet 3916 8158

OPERATIONS

During the year your Company has earned a profit after tax of Rs. 1179 lacs as compared to Rs. 788 lacs in the previous year. The profit earned is mainly on account of sale of shares, Mutual Fund Redemption, dividend and Interest received.

DIVIDEND

Your directors are pleased to recommend a dividend of Re. 0.50 per share i.e. 5% on the paid up equity share capital of the company for the year ended 31st March 2011. The total payout of the company in respect of dividend is Rs.187.85 lacs (inclusive of Dividend Tax).

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

RBI REGULATIONS

Your Company continues to fulfill all the norms and standard laid down by the Reserve Bank of India (RBI) and regularly filing all the returns.

DIRECTORS

Mr. Radhey Shyam is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Mr. Ghanshyam Dass Singal (Chairman)

Mr. Sanjay Mittal

Mr. Shiv Kumar Mittal

Mr. Radhey Shyam

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditor's Certificate on its compliance.

SUBSIDIARY COMPANIES

Jindal Photo Investments Limited and Consolidated Finvest & Investments Limited are the wholly owned subsidiary of your company and Jesmin Investments Limited is also a subsidiary of the company.

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 2011-2012 has already been paid to the stock exchange.

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.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

General Exemption Under Section 212(8)

The Ministry of Corporate Affairs, Government of India has allowed general exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies to publish audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of Companies Act, 1956 and accordingly, the Annual Accounts of the Subsidiary of the Company viz. Jindal Photo Investments Limited, Consolidated Finvest & Investments Limited and Jesmin Investments Limited for the financial year ended March 31, 2011 are not being attached with the Annual report of the Company and the specified financial highlights of the said Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of the subsidiaries will be made available, upon request and also be open for inspection at the Regd. office or head office of your company by any Shareholder.

GROUP

Details of persons constituting under group for inter-se transfer of shares under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997 is annexed and forms part of this report.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and your directors recommend their re-appointment. They have furnished a certificate to this effect that their re-appointment, if made, will be in accordance with sub-Section (IB) of Section 224 of the Companies Act, 1956.

AUDITORS' OBSERVATIONS

The Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2011 and Profit and Loss Account for the year ended on that date, referred to in the Auditors' Report are self explanatory and, therefore, do not call for any further comment under Section 217(3) of the Companies Act, 1956.

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.

PERSONNEL

Your Directors would like to place on record their appreciation of the dedicated and loyal services rendered by the officers and staff of the Company.

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 are not applicable to the Company as there is no employee who has received the remuneration of Rs. 5,00,000 per month and/or above or Rs. 60,00,000 per annum and/or above during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm:

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, 1956, and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a 'going concern' basis.

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

(Shiv Kumar Mlttal) (G.D. Singal) Managing Director Director

Place : New Delhi Dated : 11th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report of your company together with the audited accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended

31-3-2010 31-3-2009

Income 1065 550

Profi t before Interest, Depreciation & Tax 960 492

Less: i) Interest & Financial Charges

ii) Provision for Depreciation 15 15

iii) Provision for Taxation 161 106

iv) Deferred Tax Liability/(Asset) for the year (5) (5)

v) MAT Credit entitlement - 58

Profi t After Tax 789 318

Less: Taxation related to earlier years - 28

Profi t for the Year 789 290

Add: Previous year profi t brought forward 7915 7908

Balance Available for appropriations 8704 8198

Appropriations

Dividend (Proposed) 162 162

Tax on Dividend 26 27

Transfer to Reserve Fund 158 58

Transfer to General Reserves 200 35

Balance Carried to Balance Sheet 8158 7916

OPERATIONS

During the year your Company has earned a profi t after tax of Rs. 788 lacs as compared to Rs. 318 lacs in the previous year. The profi t earned is mainly on account of sale of shares, Mutual Fund Redemption, dividend and Interest received.

DIVIDEND

Your directors are pleased to recommend a dividend @ Re. 0.50 per share i.e. 5% on the paid up equity share capital of the company for the year ended 31st March 2010. The total payout of the company in respect of dividend is Rs. 188.47 lacs (inclusive of Dividend Tax).

DEPOSITS

The Company has not accepted any deposit and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

RBI REGULATIONS

Your Company continues to fulfi ll all the norms and standard laid down by the Reserve Bank of India (RBI) and regularly fi ling all the returns.

DIRECTORS

Mr. G. D. Singal is retiring by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

COMPOSITE SCHEME OF ARRANGEMENT

Board of Directors in their meeting held on 10.11.2009 has withdrawn the Composite Scheme of Arrangement between the Company (CFHL) and Jindal India Finvest & Holdings Limited (JIFHL) and Jindal India Powertech Limited (JIPL) and their respective shareholders, pending with the Honble High Court at Allahabad.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Mr. Ghanshyam Dass Singal (Chairman) Mr. Sanjay Mittal Mr. Shiv Kumar Mittal Mr. Radhey Shyam

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in terms of clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with Auditors Certifi cate on its compliance.

SUBSIDIARY COMPANIES

Jindal India Finvest & Holdings Limited ceased to be the subsidiary of your company. Jindal Photo Investments Limited is the wholly owned subsidiary of your company and Jesmin Investments Limited is also a subsidiary of the Company.

In compliance with the provisions of Section 212 of the Companies Act, 1956, a statement is annexed and forms part of this report.

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 2010-2011 has already been paid to the stock exchange.

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 fi nancial statements received from Subsidiary Companies, as approved by their respective Boards.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

Government of India, Ministry of Corporate Affairs (MCA) vide its letter bearing No. 47/651/2010-CL-III dated 22nd May 2010 has granted approval to the Company under Section 212(8) of the Companies Act, 1956 exempting the company for attaching the fi nancial statements of the Subsidiary companies to the companys accounts for the fi nancial year ended 31.03.2010 in view of the presentation of consolidated fi nancial statements of the subsidiary in the annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in the head offi ce of the company and its respective subsidiary companies.

GROUP

Details of persons constituting under group for inter-se transfer of shares under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 1997 is annexed and forms part of this report.

AUDITORS

M/s Kanodia Sanyal & Associates, Chartered Accountants, New Delhi, the auditors of your Company, retire at the ensuing Annual General Meeting and your directors recommend their re-appointment. They have furnished a certifi cate to this effect that their re-appointment, if made, will be in accordance with sub-Section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The Notes to the Accounts, forming part of the Balance Sheet as at 31st March, 2010 and Profi t and Loss Account for the year ended on that date, referred to in the Auditors Report are self explanatory and, therefore, do not call for any further comment under Section 217(3) of the Companies Act, 1956.

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.

PERSONNEL

Your Directors would like to place on record their appreciation of the dedicated and loyal services rendered by the offi cers and staff of the Company.

There is no employee who has received the remuneration of Rs. 2,00,000 per month and/or above or Rs. 24,00,000 per annum and/or above during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confi rm:

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;

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;

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, 1956, and for preventing and detecting frauds and other irregularities;

That they have prepared the annual accounts on a ‘going concern basis.

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

Shiv Kumar Mittal) (G.D. Singal)

Managing Director Director

Place : New Delhi

Dated : 3rd September, 2010

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