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Consolidated Finvest and Holdings Directors Report, Consol Finvest Reports by Directors
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Consolidated Finvest and Holdings
BSE: 500226|NSE: CONSOFINVT|ISIN: INE025A01027|SECTOR: Finance - General
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VOLUME 1,426
Directors Report Year End : Mar '12    « Mar 11
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
Source : Dion Global Solutions Limited
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