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Directors Report of Consolidated Finvest & Holdings Ltd.

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

 
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