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Consolidated Finvest & Holdings Ltd.

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Consolidated Finvest & Holdings Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

I. PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company remains committed to laying strong emphasis on providing highest level of transparency, accountability and integrity towards all its stakeholders. The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholders value. While practicing good Corporate Governance, your Company strives to communicate in a truthful manner, all the material developments and its financial performance in a timely and meaningful manner.

The VISION and VALUES are the main ingredients of the Corporate Philosophy of the Company, which can be summarized as follows:

VISION

To be an acknowledged leader in terms of maximizing stakeholder value, profitability and growth by being a financially strong, customer friendly, progressive organization.

VALUES

• Mutual Trust and Appreciation

• Integrity and Honesty

• Dedication & commitment

• Creativity and teamwork

• Openness and transparency

• Pursuit of excellence

II. BOARD OF DIRECTORS

The composition of the Board of Directors is governed by the Companies Act, 2013, the Listing Agreement and the Articles of Association of the Company. Board of Directors comprises of a Managing Director, two independent Directors and two non-executive Directors. The Board elects its chairman at its meetings.

During the financial year ended 31st March 2015 Four Board Meetings were held, as follows:

30th May, 2014 13th August, 2014 14th November, 2014 13th February, 2015

For every Board Meeting the agenda papers along with explanatory notes are distributed well in advance to the Board members. The Company places before the Board the Minutes of Committees of the Board, annual operating plans, budgets, and all other information including those specified under Annexure 1 of clause 49 of the Listing agreement, if any.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practice and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Meeting with Independent directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes.

III. COMMUTES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better governance and accountability, the Board has constituted the following committees namely, Audit Committees, Stakeholders' Relationship Committees, Nomination & Remuneration Committees and Corporate Social Responsibility Committee.

The terms of reference of these Committees are determined by the Board of Directors. Meeting of each of these committees are convened by the respective chairman of the Committees.

A. AUDIT COMMITTEE

The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors, internal auditors. Besides, the Committee reviews the observations of the management and internal/ external auditors, interim and annual financial results, Management discussion and analysis of financial condition and results of operations, and related party transactions, Committee comprises of two independent Directors and among them Mr. G.D. Singal is the Chairman of the Audit committee, who is having sufficient experience in the field of accounts, finance and related areas. The composition of the Audit Committee as on 31 March 2015 is as under:

i) Mr. G. D. Singal (Chairman)

ii) Mr. Praveen Bansal

iii) Mr. Radhey Shyam

The representative of M/s Kanodia Sanyal & Associates, Chartered Accountants, the statutory auditors is the permanent invitee to the Audit Committee meetings. The quorum of the committee is two members. The minutes of the Audit Committee are placed before the board. Mr. Anil Kaushal, Secretary of the Company is the Secretary of the Audit Committee.

Chairman of the audit committee will be present at the Annual General Meeting of the Company to answer the shareholders queries.

During the financial year ended 31st March 2015 Four meetings of the Audit Committee were held, as follows:

30th May, 2014 13th August, 2014 14th November, 2014 13th February, 2015

The Audit Committee has been empowered, inter-alia, to carry out the following functions:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds ofa public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority ofthe official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

21. The Audit Committee shall also have powers, which should include the following:

a) To investigate any activity within its terms of reference.

b) To seek information from any employee.

c) To obtain outside legal or other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

e) To consider and act on any matters as or included under Clause 49 of the Listing Agreement and/or as may be so included from time to time, whether provided here in above or not.

f) To deal with any other matters related and or incidental to the above or as may be assigned, in addition to the aforesaid, by the Board from time to time.

b. stakeholders relationship committee *

The Board has 'Stakeholders Relationship Committee' which monitors share transfer, transmission, splits, consolidation and also rederessal of stakeholder's grievances. stakeholder's grievances are resolved to the extent possible within one week. Committee meets on fortnightly basis to solve the stakeholder's queries.

At present the committee comprises of the following members:

i) Mr. Ghanshyam Dass Singal (Chairman)

ii) Mr. Radhey Shyam

iii) Mr. Sanjiv Kumar Agarwal

During the year 2014-15 Forty One (41) complaints were received directly from shareholders / investors and through Stock Exchanges, SEBI, DCA etc. All the complaints have generally been solved to the satisfaction of the complainants.

All valid requests for transfer have been acted upon and no transfer received during the year 2014-2015 is pending.

C. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013, the Board of Directors has constituted the CSR Committee' on 13th August 2014. The terms of reference of the CSR Committee broadly comprises:

i) To formulate CSR Policy and include activities that may be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

ii) To recommend the amount of expenditure to be incurred on the activities referred above.

iii) To monitor the CSR Policy of the Company from time to time.

Corporate Social Responsibility (CSR) Committee comprises of following members:

i) Mr. Ghanshyam Dass Singal (Chairman)

ii) Mr. Sanjiv Kumar Agarwal

iii) Mr. Radhey Shyam

During the year under review, Corporate Social Responsibility Committee met on 13th February, 2015 and the same was attended by Mr. Ghanshyam Dass Singal, Chairman and Mr. Sanjiv Kumar Agarwal, Member and Mr. Radhey Shyam, Member.

D. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board constituted the "Nomination and Remuneration Committee" on 13/08/2014.

Nomination and Remuneration Committee comprises of following members:

i) Mr. Ghanshyam Dass Singal (Chairman)

ii) Mr. Praveen Bansal

iii) Mr. Radhey Shyam

During the year under review the Nomination and Remuneration Committee met twice on 14/11/2014 and 13/02/2015, where all the members were present.

The Nomination and Remuneration Committee has been empowered, inter-alia, to carry out the following functions:-

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for performance evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

5. To deal with any other matters related and / or incidental to the above or as may be assigned, in addition to the aforesaid by the Board from time to time.

The Remuneration Policy of the Company has been included as part of the Directors Report as "Annexure -III" thereto.

E. INDEPENDENT DIRECTOR MEETING

During the year under review, the Independent Directors met on 13/02/2015, inter alia, to discuss the roles and responsibilities of Independent Directors and assess the quality and flow of information from the Company to the directors, from time to time.

All Independent Directors were present at the Meeting.

IV. REMUNERATION OF DIRECTORS FOR YEAR 2014­2015

Sitting Fee of Rs 1500/-(Rupees One Thousand Five Hundred Only) per meeting was paid to every director during the financial year 2014-15.

G. DISCLOSURES

1. Materially significant related party transactions

No transaction of a material nature has been entered into by the company with its promoters, Directors or the Management and their relative's etc, which may have potential conflict with the interest of the company. All the relevant information as required under sub clause IV (A) of the clause 49 of the Listing Agreement has been placed before the audit committee.

2. Details of non compliance by the Company & penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on the matter related to capital markets, during the last three years

The Company has complied with all the applicable requirements of regulatory authorities like Stock Exchanges, SEBI and other Statutory Authorities during the preceding three years and on the matter related to capital market. No penalties / strictures have been imposed on the Company.

3. Whistle Blower Policy

As per Sec.177 of the Companies Act, 2013 read with rules made thereunder, the Company has formulated vigil mechanism to report genuine concern or grievances of director or employees .Audit Committee is empowered to periodically review the existence and functioning of the mechanism. Also no person has been denied to access the Audit committee.

4. Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause

The company has complied with all applicable mandatory requirements on the report of corporate governance. The Company has not adopted the non-mandatory requirements as specified in the Listing Agreement.

5. Code of Conduct for Director and Senior

Management

The company has adopted code of conduct for its Directors and Senior Management Personnel. The code has also been posted on the Company's website. The Managing Director of the company has given a declaration that all the Directors and Senior Management personnel have affirmed the compliance with the Code of Conduct.

6. Subsidiary Companies

The Company have material non-listed subsidiaries company namely Jindal Photo Investments Limited, as defined in clause 49 of the Listing agreement. Mr. G. D. Singal, Independent Director of the Company is also on the Board of Directors of material non-listed aforesaid Subsidiaries Company. The audit Committee reviews the financial statements of the Company's unlisted subsidiary companies. The minutes of the board meetings of the subsidiary companies are periodically placed before and reviewed by the Board of directors of the Company.

7. Accounting Treatment

The Company has followed the guidelines of Accounting Standards laid down by the Institute of Chartered Accountant of India (ICAI) in the preparation of its financial statements.

8. Risk Management

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk and mitigation plans through means of properly defined framework from time to time.

9. Management

Management Discussion and Analysis forms part of this Annual Report.

No material financial and commercial transaction(s) has been entered into by the senior management personnel with the company, which may have potential conflict with the interest of the Company.

CEO/CFO Certification

The managing Director and Company Secretary certified to the Board in accordance with Clause 49 (v) of the Listing agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015

H. MEANS OF COMMUNICATION

This is being done through submission of quarterly results and Annual Results to the stock exchanges in accordance with the listing agreement and publication in the leading newspaper like Financial Express or Business Standard (English) and Jansatta (Hindi) and also at the website of the Company. All other price sensitive and any other information are sent to the National Stock exchange of India Limited (NSE).

Management Discussion and Analysis forms part of this Annual Report.

I. GENERAL SHAREHOLDER INFORMATION

a. Annual General Meeting

Date and Time: 29th September 2015 at 10.30 AM Venue: 19th K.M. Hapur-Bulandshahr Road,

P.O. Gulaothi, Dist. Bulandshahr,

Uttar Pradesh - 245408

b. Financial Calendar (tentative)

Financial Year 1st April 2015 to 31st March 2016

Unaudited Financial Results for the first quarter ending June 30,2015 by 11th August 2015

Unaudited Financial Results for second quarter ended September 30, 2015 by 14th November 2015

Unaudited Financial Results for the third quarter ending December 31, 2015 by 13th February, 2016

Unaudited Financial Results for the fourth quarter ending March 31, 2016 by 30th May 2016

Annual Accounts 2015-2016 by 30th May 2016

Annual General Meeting for the year ending March 31, 2016 August/ September 2016

c. Date of Book Closure

Thursday, 24th September 2015 to Monday, 28th September 2015 (both days inclusive)

d. Listing on Stock Exchanges

The shares of the Company are listed on the following stock exchanges:

The National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Plot C-1, Block - G Bandra - Kurla Complex,

Bandra (East), Mumbai

The Listing fee for the year 2015-2016 has been paid to the Stock Exchanges in time.

e. Stock Code

NSE: CONSOFINVT ISIN: INE025A01027

f. Registrar and Share Transfer Agent (for both Physical & Electronic)

M/s Link Intime India Private Limited

(Unit: Consolidated Finvest & Holdings Limited)

44, Community Centre, Naraina Industrial Area, Phase - I, Near PVR Cinema, New Delhi - 110 028 Phone: 011- 41410592-94, Fax: 011-41410591, E-mail: delhi@linkintime.co.in

h. Share Transfer System

The Registrar & Share Transfer Agent processes transfers in physical form within 30 days of the receipt of completed documents. Invalid share transfers are returned within 15 days of receipt. The Share Transfer Committee meets on fortnightly basis.

All requests for dematerialization of shares are processed and confirmation / rejection is given to respective depository i.e. NSDL & CDSIL through the Registrar on weekly basis.

k. Dematerialization of shares and liquidity

As on 31st March, 2015 3,13,89,290 number of shares representing 97.10% of total paid-up equity share capital are held in dematerialized form with NSDL & CDSIL. All the promoters' holding has been de-mated.

l. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date and impact on equity

The Company does not have any outstanding GDR/ ADR/Warrants or any other convertible instruments.

m. Address for Correspondence

Registered Office:

Consolidated Finvest & Holdings Limited 19th K.M. Hapur - Bulandshahr Road P.O. Gulaothi Distt-Bulandshahr, Uttar Pradesh-245 408

Head Office & Share Department

The Company Secretary

Consolidated Finvest & Holdings Limited

11/5-B, Basement, Pusa Road, Opposite Telephone Exchange New Delhi - 110 005

Tel: 011-25767000-02,25767005-07

Fax: 011-2576729, 25767022, 25767015. e-mail: cs cfhl@jindalgroup.com Website: www.consofinvest.com  

n. Policy for Determining Material Subsidiaries

In terms of Clause 49 (V) of the Listing Agreement, the Company has formulated a Policy for Determining

Material Subsidiaries and the same is available on the Company's website. The Policy can be accessed at the website of the Company v'z. CONSOFINVEST.COM

o. Policy & Code as per SEBI (Insider Trading Regulations) 2015

In accordance with SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has formulated and approved (i) an Insider Trading Code to regulate dealing in the securities of the Company by designated persons in compliance with the regulations, and (ii) a Policy for fair disclosure of Unpublished Price Sensitive Information.

Mr. Anil Kaushal, Company Secretary of the Company is Compliance Officer for the purposes of Insider Trading Code. The Code and Policy can be assessed at the website of the Company v'z. CONSOFINVEST.COM  .

p. Managing Director's Declaration

This is to confirm that the Company has adopted a Code of Conduct for its Board Members and senior management. I confirm that the Company has in respect of the financial year ended March 31, 2015, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

For and on behalf of the Board

(Sanjiv Kumar Agarwal) Managing Director DIN:01623575

(Radhey Shyam) Director DIN:00649458

Place : New Delhi

Dated : 21th August, 2015