To the Members
The Directors have pleasure in presenting the Twenty Second Annual Report on thebusiness and operations of the Company together with the audited statement of accounts forthe year ended March 31 2014.
A snapshot of the Related & Consolidated financial performance summary of ChoiceInfra Ventures Limited for the year 2013-14 summarized below:
|Particulars ||Year Ended 31.03.2014 ||Year Ended 31.03.2013 |
|Total Income ||4363.07 ||3135.71 |
|Total Expenditure ||4233.50 ||3009.88 |
|Profit Before Tax ||129.57 ||125.83 |
|Provision for Tax ||41.99 ||41.33 |
|Profit After Tax ||87.58 ||84.50 |
|Add: Surplus brought forward during the year ||142.78 ||58.28 |
|Profit available for Appropriations ||87.57 ||84.50 |
|Appropriations: ||Nil ||Nil |
|Surplus carried forward ||230.35 ||142.78 |
Results of Operations:
The global economic climate posed several challenges but we made the best use of ourresources and abilities for growth. The overall performance for the year spelled growthboth for us and for our clients. During the financial year the Companys Gross Incomewas Rs.4363.07 Lakhs. The Profit before Tax for the FY 2013-14 increased by 2.97% to Rs.129.57 Lakhs as against Rs.125.83 Lakhs in FY 2012-13. The Net Worth of the Company as onMarch 31 2014 was Rs. 3173.11Lakhs as against Rs.3085.54 Lakhs as on March 31 2013.
In order to conserve the resources your Directors does not recommend any dividend forthe year ended March 31 2014.
In terms of Accounting Standard on Accounting for Taxes on Income (AS -22)a sum of Rs.0.69 Lakhs has been debited from the Profit & Loss Account being DeferredTax Liability for the year under review.
Public Deposits and Loans/Advances:
During 2013-14 your Company has not accepted any deposits from the public withinmeaning of Section 58A of the Companies Act 1956.
Pursuant to Clause 32 of the Listing Agreement the particulars of loans/advances givento subsidiaries have been disclosed in the Annual Accounts of the Company.
Your company has one subsidiary company Choice Realty Private Limited pursuant toSection 370 of Companies Act 1956.
As required under the provisions of Section 212 of the Companies Act 1956 a statementof the holding companys interest in the subsidiary companies is attached as and formpart of this report.
In view of the general exemption under section 212(8) of Companies Act 1956 granted byCentral Government vide MCA circular No.2/2011 dated 8th February 2011 the requireddisclosures in respect of subsidiary companies are not enclosed along with this report.However we undertake that annual accounts of the subsidiary companies and the relateddetailed information shall be made available to shareholders of the holding and subsidiarycompanies seeking such information at any point of time. The annual accounts of thesubsidiary companies shall also be kept for inspection by any shareholders in theRegistered Office of the company and of the subsidiary companies concerned on working dayduring business hours. The consolidated Financial Statement presented by the Companyincludes financial results of its subsidiaries.
Operations and Management Discussion & Analysis:
The current years operations are covered in the Management Discussion andAnalysis Report. This Management Discussion and Analysis Report as stipulated underClause 49 of the Listing Agreement with the Stock Exchanges is presented in a separatesection forming part of this annual report.
The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms part of this Annual Report.
Particulars Of Employees:
There were no employees drawing remuneration more than prescribed under Section 217(2A)of the Companies Act 1956.
Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo:
In view of the nature of activities which are being carried on by the company Rules 2Aand 2B of the companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 concerning conservation of energy and technology absorption respectively arenot applicable to the company.
Further there were no foreign exchange earnings or outgo during the year under review.
In light of the provisions of section 152 of the Companies Act 2013 CA ArunkumarPoddar (DIN : 02819581) Director of the Company who is retiring by rotation at the 21stAnnual General Meeting has not sought re-appointment. It is proposed not to fill up thevacancy thereby caused.
With the enactment of the Companies Act 2013 (Act) it is now incumbent upon everylisted Company to appoint Independent Directors as defined in section 149 of the Act whoare required to be appointed for a term of maximum of 5 (five) consequent years andIndependent Directors shall not be liable to retire by rotation and pursuant to clause 49of the Listing Agreement with Stock Exchanges (to come into force w.e.f. 1 October 2014)a person who has already served as an independent director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of hispresent term for one more term of up to five years only. Hence Mr. Hasmukh Mehta Mr.Rameshchandra Purohit and Mr. Lalit Megnhnani are proposed to be appointed for a period asmentioned in the notice from the conclusion of this Annual General Meeting Accordingly.
The Independent directors have filed requisite declarations with the Company undersection 149 (7) of the Act to the effect that they meet with the criteria of independenceas prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 andunder Clause 49 of the Listing Agreement with the Stock Exchanges.
CA Govind Ram Patodia has retired as director in the company with effect from September16 2013 due to his personal commitments. The resignation has been duly accepted by theBoard. The Board places on record its sincere appreciation for the valuable servicesrendered by CA Govind Ram Patodia during his tenure.
Brief resume of the Directors proposed to be re-appointed/appointed nature of theirexpertise in specific functional areas and names of public limited companies in which theyhold directorships and memberships/ chairmanships of Board Committees as stipulated underClause 49 of Listing Agreements with the Stock Exchanges in India are provided in thenotice along with the 22nd Annual Report of the Company.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act 1956 with respect to theDirectors Responsibility Statement it is hereby confirmed that: i. In thepreparation of the annual accounts for the financial year ended March 31 2014 theapplicable accounting standards have been followed and that there are no materialdepartures from the same; ii. The Directors have been selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2014 and of Profit of the Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956 for safeguarding the assets of the Company and fordetecting fraud and other irregularities; and iv. The Directors have prepared the accountsfor the financial year ended March 31 2014 on a going concern basis.
The Statutory Auditors M/s Agarwal Desai & Shah Chartered Accountants having FirmRegistration No124850W holds office until the conclusion of the ensuing Annual GeneralMeeting and is eligible for reappointment pursuant to the provisions of section 139 of theCompanies Act 2013 and the Rules made thereunder.
Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board isof the opinion that continuation of M/s Agarwal Desai & Shah Chartered Accountants.Statutory Auditors during FY 2014-15 will be in the best interests of the Company andtherefore Members are requested to consider their re-appointment as
Statutory Auditors of the Company from the conclusion of ensuing Annual General Meetingtill next Annual General Meeting at remuneration as may be decided by the Board.
The Auditors Report to the shareholders does not contain any qualifications hence doesnot require any comments on the same. A company whose securities are listed on the StockExchanges is compulsorily required to follow the accounting standards prescribed by theInstitute of Chartered Accountants of India.
Establishment Of Vigil Mechanism:
As per the provisions of section 77 of Companies Act 2013 and as per amendment in theClause 49 of Listing Agreement your Company has started working on formulation of VigilMechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bringto the attention of the management any issue which is perceived to be in violation of orin conflict with the fundamental business principals of the Company.
Voting Through Electronic Means:
Pursuant to section 108 of the Companies Act 2013 and Clause 35B of the amendedListing Agreement your Company is taking necessary steps to make available the facilityprovide to its members the facility to exercise their right to vote by Electronic meansfor the transactions which require approval through Postal Ballot. The Company has anagreement with the CDSL for e-voting facilities. This facility will be made available toall the members in financial year 2014-15.
The Directors wish to express their appreciation of the continued support of thefinancial institutions banks government authorities customers vendors members andother stakeholders during the year under review. The Directors also wish to thankemployees at all levels for their contribution and co-operation throughout the year.
|By Order of the Board of Directors || |
|Sd/- ||Sd/- |
|Kamal Poddar ||Arunkumar Poddar |
|(Managing Director) ||(Director) |
|DIN: 01518700 ||DIN: 02819581 |
|Place: Mumbai || |
|Date: August 14 2014 || |