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Choice International Ltd.

BSE: 531358 Sector: Financials
NSE: N.A. ISIN Code: INE102B01014
BSE LIVE 11:17 | 09 Dec 48.70 3.00
(6.56%)
OPEN

48.70

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48.70

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 48.70
PREVIOUS CLOSE 45.70
VOLUME 5
52-Week high
52-Week low
P/E 9.02
Mkt Cap.(Rs cr) 48.70
Buy Price 46.10
Buy Qty 50.00
Sell Price 48.70
Sell Qty 25.00
OPEN 48.70
CLOSE 45.70
VOLUME 5
52-Week high
52-Week low
P/E 9.02
Mkt Cap.(Rs cr) 48.70
Buy Price 46.10
Buy Qty 50.00
Sell Price 48.70
Sell Qty 25.00

Choice International Ltd. (CHOICEINTL) - Director Report

Company director report

DIRECTORS REPORT

To

The Members

Your Directors have pleasure in presenting the 21st Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for theFinancial Year ended March 2014.

FINANCIAL HIGHLIGHTS

1) A Snapshot of Standalone & Consolidated Financial Performance of the Companyand its Subsidiaries for the year is asunder:

(Rs. in Lacs)

Particulars

Standalone

Consolidated

2013-14 2012-13 2013-14 2012-13
Total Revenue 6164.93 806.62 1281.07 4153.61
Total Expenditure 5603.25 657.95 1079.30 3593.20
Profit Before Tax 561.68 148.68 201.77 560.41
Provision for Tax (Including Deferred Tax] 212.93 36.83 65.24 194.74
Profit After Tax 348.75 111.85 136.53 365.67
Add: Surplus brought forward from previous year 780.02 357.72 347.02 553.59
Profit available for Appropriations 1128.77 469.57 483.55 919.26
Less: Appropriations:
Transfer to General Reserve (3-97) - - -
Transfer to Statutory Reserve (27.50) (22.50) (27.50) (22.50)
Proposed Dividend (100.05) (100.05) (100.05) (100.05)
Dividend Distribution Tax on Proposed Dividend (16.44] - - (16.69)
Surplus carried forward 980.81 347.02 356.00 780.02

RESULT OF OPERATION

Your Company being focused primarily on Financial Services activities needed to marchvery cautious path during the year as to balance between the return expectations and riskinvolved in serving to various clients.

On consolidated basis the company's revenue increased by 48.42% to Rs. 6164.93 Lacs ascom pa red f rom Rs. 415 3.61 La cs of th e FY2 012 -13. During the year the income isprimarily generated by Broking and Outsourcing services segment of the company as comparedto other segment of the Company.

The Profit before Tax of FY 2013-14 as compared to last FY2012-13 was on average samewith slightly increase of 0.22 %onlytoRs.561.66 Lacs from f 560.41 Lacs and the Profitafter Tax is Rs. 348.73 which is slight below as compared to the Profit after Tax of FY2012 -13.

On standalone basis revenues for the FY 2013-14 were Rs. 1281.07 Lacs showed a uppermovement by 59% as compared to previous year FY 2 012 -13.

Similarly Profit before Tax has increased by 36% from Rs. 148.68 Lacs in FY 2012-13 toRs. 201.77 Lacs in FY 2013-14 and Profit after Tax also increased by 22% from Rs. 111.85Lacs in FY 2012-13 to^ 136.53 LacsinFY2013-14.

DIVIDEND & RESERVES

Your company has continued to reward shareholders with regular dividends. Consideringthe growth and continuous profits the Board has proposed a payment of dividend ofRs. 1per share (10%) for the year ending March 31 2014 on equity shares aggregating toRs.100.05 Lacs.

According to the special provision of subsection (1 A) of section 115-0 of theIncome Tax Act 1961 the company is not required to make provision for the dividenddistribution tax on dividend proposed.

The dividend as recommended by the Board if sanctioned at the ensuing AGM will bepaid after September 272014 to those members or their mandates whose names are registeredon the Company's Register of Members as on record date. The company in the year 2013-14has appropriated a sum of Rs. 27.50 Lacs towards Reserve Fund under Section 45- IC ofReserve Bank of India Act 1934

SHARE CAPITAL

There was no change in the Authorised or the Paid-up Capital/Subscribed Capital duringFY 2013-14.

DEFERRED TAX

In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS-22) a sum of23208098/- has been provided being netDeferred Tax Liability for the year under review.

SUBSIDIARIES

The company has seven subsidiaries functioning into various sectors as below:

Choice Equity Broking Private Limited in 201314 has been registered with NSE for Marketmaking services to SMEs and Securities Lending & Borrowing Mechanism (SLBM).

As per Section 212 of the Companies Act 1956 we are required to attach the Directors'Report Balance Sheet and Statement of Profit & Loss Account of our subsidiaries. TheMinistry of Corporate Affairs Government of India via^g

its circular no. 2/2011 dated February 8 2011 has provided an exemption to companiesfrom complying with Section 212 provided such companies publish the audited consolidatedfinancial statements in their Annual Report. Accordingly the Annual Report 2013-14 doesnot contain individual financial statements of its subsidiaries but contains the auditedconsolidated financial statements of the Company and its subsidiaries. Further asrequired under the circular the Board of Directors has at its meeting held on 14thAugust 2014 passed a resolution giving consent for not attaching the balance sheet of thesubsidiary companies. The audited annual accounts and related information of thesubsidiaries will be made available to the shareholders of the Company seeking suchinformation upon request.

These documents will also be available for inspection during business hours at thecompany's registered office. The same will also be published on our websitewww.choiceindia.com The Statement pursuant to Section 212 of Companies Act 1956containing details of the Company's Subsidiaries is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per AccountingStandard AS 21 and Accounting Standard AS 23 consolidating the Company s accounts withits subsidiaries and an associate have also been included as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchange in India is presented ina separate section forming part of the Annual report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance repeat ahead together with the Auditors' Certificate^on compliance with the conditions of Corporate Governance as laid down as per clause 49of the Listing Agreement and the corporate governance voluntary guidelines 2009 issued byMinistry of Corporate Affairs form part of the Annual Report.

DIRECTORS ELIGIBLE FOR RE-APPOINTMENT/APPOINTMENT

In light of the provisions of the section 152 of the Companies Act 2013 Mrs. HemlataPoddar Non-Executive Director has now become a retiring director by rotation thus Mrs.Hemlata Poddar retires from the Board this year and being eligible offers herself forre-appointment.

Dr. Satish Chandra Kulhari (DIN- 02699281) Director of the Company who is retiringby rotation at the 21st Annual General Meeting has not sought re-appointment. It isproposed not to fill up the vacancy 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 and shallnot be liable to retire by rotation and pursuant to clause 49 of the Listing Agreementwith Stock Exchanges (to come into effect from October 1 2014) a person who has alreadyserved as an independent director for five years or more in a company as on October 12014 shall be eligible for appointment on completion of his present term for one moreterm of upto five years only. Hence Mr. Brijmohan Agarwal Dr. Kali Mohan BhattacharyaMr. Deb Kumar Goswami Mrs. Bhagyam Ramani and Mr. Alexander Koshy Prince Vaidyan areproposed to be appointed for a period as mentioned in the notice from the conclusion ofthis Annual General Meeting Accordingly. The Independent directors have filed requisitedeclarations with the Company under section 149 (7) of the Act to the effect that theymeet with the criteria of independence as prescribed both under sub-section (6) of Section149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock

Exchanges.

Mr. Manak Chand Daga has resigned as director in the company with effect from August08 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 him 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 21 st Annual Report of the Company.

LISTING OF EQUITY SHARES

Your Company at present is listed at:

The BSE Limited

R J. Towers Dalai Street Fort

Mumbai-400 001

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from public and is therefore notrequired to furnish information in respect of outstanding deposits under Non Banking NonFinancial Companies (Reserve Bank) Directions 1966 and the Companies (Acceptance ofDeposits) Rules 1975.

AUDITORS

The Statutory Auditors Gupta Shyam & Co Chartered Accountants having FirmRegistration No. 103450W holds office until the conclusion of this 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 confirmationfrom the Auditors to the effect that their appointment if made will be in accordancewith the limits specified under the Companies Act 2013 and the firm satisfies thecriteria specified in

Section 141 of the Companies Act 2013 read with Rule 4 of Companies (Audit &Auditors) Rules 2014.

Your Board is of the opinion that continuation of Gupta Shyam & Co. CharteredAccountants Statutory Auditors during FY 2014-15 will be in the best interests of theCompany and therefore members are requested to consider their re-appointment as StatutoryAuditors of the Company from the conclusion of ensuing Annual General Meeting tillconclusion of next Annual General Meeting at remuneration as may be decided by the Board.

AUDITORS' REPORT

The Auditors Report to the shareholders does not contain any qualifications. A companywhose securities are listed on the Stock Exchanges is compulsorily required to follow theaccounting standards prescribed by the Institute of Chartered Accountants of India.

In accordance with the Accounting Standards (AS) 21 on consolidated financial statementread with AS 23 on Accounting for Investments in Associates the Directors have providedthe Audited consolidated financial statements in this Annual Report.

In the year under review provisions have been made for deferred taxliabilities/(assets).

PARTICULARS OF EMPLOYEES

During the year no employee whether employed for the whole year or part of the year wasdrawing remuneration exceeding the limit as laid down under section the Companies Act1956 and Rules made there under which needs to be disclosed in the Director's Report.

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. Rules2Aand 2B of the companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 concerning conservation of energy and technology absorption respectively arenotapplicable to the company. There was no inflow/outflow of foreign exchange during theyear under review.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange a separate sectiontitled 'Corporate Governance' has been included in the annual report along with'Management Discussion and Analysis Report'.

All Board members and senior management personnel have affirmed compliance with thecode of conduct for FY 2014. A declaration to this effect signed by the Chief ExecutiveOfficer (CEO) of the Company is contained in this Annual Report. The CEO have certified tothe Board with regard to the financial statements and other matters as specified in clause49 of the Listing Agreement and the said certificate is included in this annual report.

THE COMPANIES ACT 2013

The Companies Act 2013 (the Act) came into force as on 1st April 2014 (in the mannerto the extent notified by the Ministry of Corporate Affairs). The Act has replaced theCompanies Act 1956 and has brought a new set of compliances for companies.

The new Legislation will facilitate greater transparency more disclosures and enhancedcorporate governance. The Exchange is taking necessary steps for implementation of theprovisions of the Act.

STATUTORY DISCLOSURES

Directors' responsibility statement as required by section 217(2AA) of the CompaniesAct 1956 appears in the foregoing paragraph.

Certificate from auditors of the Company regarding compliance of conditions ofCorporate Governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2007 and other NBFC regulations^have been made in this annual report.

A cash flow statement for FY2014 is attached to the balance sheet.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956 with respect to the Directors'Responsibility Statement it is hereby confirmed that:

1. In preparation of the annual accounts for the financial year ended March 31 2014the applicable accounting standards have been followed and that there are no materialdepartures from the same;

2. The Directors have been selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2014 andof profit of the Company for the said period.

3. 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

4. The Directors have prepared the accounts for the financial year ended March 31 2014on a going concern basis.

LOANS AND ADVANCES

The particulars of loans/advances and investment in its own shares by listed companiestheir subsidiaries associates etc. required to be disclosed in the annual accounts ofthe company pursuant to clause 32 of the Listing Agreement with the Company are furnishedseparately.

ESTABLISHMENT OF WHISTLE BLOWER

POLICY/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 adopted Vigil Mechanism/Whistle BlowerPolicy to provide appropriate avenues to the employees to bring to the attention of themanagement any issue which is perceived to be in violation of or in conflict with thefundamental business principals of the Company.

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Audit Committee of the Company orChairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. Underthe Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices.

No personnel has been denied access to the Audit Committee. Further the Whistle BlowerPolicy has been adopted to make it applicable to both the Directors and the Employees ofthe Company alike to facilitate implementation of Vigil Mechanism. The Policy empowersthe Chairman of the Audit Committee/Chairman of the Company to investigate any protecteddisclosure including matters concerning financials/accounting etc. received from theEmployees under this policy.

Whistle Blower Policy of the Company is being displayed on the Company's website http://www.choiceindia.com.

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 will alsohave the E-voting facility for the items to be transacted at this AGM. The MCA hasauthorised NSDL and CDSL for setting up electronic platform to facilitate casting of votesin electronic form. The Company has an agreement with CDSL for availing e-votingfacilities.

ACKNOWLEDGEMENT

The directors would like to thank every one of the Company's customers businessassociates and other stakeholders for their valuable contribution to the Company's growthand success. The directors also recognise and appreciate the passion and commitment of allthe employees of the Company across the country.

The directors are also grateful to the Company's other stakeholders and partnersincluding its shareholders promoters strategic partner and Government of India bankersand others for their continued support.

On behalf of the Board of Directors

Sd/- Sd/-
Kamal Poddar Ajay Kejriwal
Managing Director Director
(DIN-01518700) (DIN-03051841)

Mumbai August 14 2014

Statement pursuant to Section 212 of the Companies Act1956 relating to SubsidiaryCompanies

(Amount of Rs.)

Particulars Choice Capital Advisors Private Limited Choice Equity Broking Private Limited Choice Merchandise Broking Private Limited Choice Wealth Management Private Limited Choice Business Services Private Limited Choice Insurance Brokers Private Limited Choice Corporate Services Private Limited*
The Financial year/period of the Subsidiary Company. April 1 2013 to March 31 2014 April 1 2013 tc March 31 2014 April 1 2013 to March 31 2014 April l2013tc March 31 2014 April 12013 to March 31 2014 April 1 2013 tc March 31 2014 April 12013 to March 31 2014
Extent of interest in Subsidiary Company
Equity Share Capital 50500000 42360000 10000000 100000 100000 5100000 100000
% Shares held by Choice International Limited 100% 100% 100% 100% 100% 100%
Net aggregate amount of the profits/(losses)of the Subsidiary Company for the period so far as it concerns members of Choice International Limited
a) not dealt with in the Accounts o: the Company
(i)For the financial year of the subsidiary 6548310 15852727 368762 31123 868234! 28964 (4097)
(ii)For the previous financial years since it became the subsidiary of the Company 13429206 10111015 1423696 83064 7573288 336031 (14001)
b) dealt with in the Accounts of thf Company
(i) For the financial year of the subsidairy 0 0 0 0 0 0 0
(ii)For the previous financial years since it became the subsidiary of the Company 0 0 0 0 0 0 0
Additional Information u/s 212 (5) Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

* The Choice Corporate Services Pvt. Ltd. is wholly owned subsidiary of Choice CapitalAdvisors Pvt. Ltd. **The above details are as on March 312014

On behalf of the Board of Directors

Sd/- Sd/-
Kamal Poddar Ajay Kejriwal
Mumbai August 142014 (Managing Director) (Director)
DIN:01518700 DIN:03051841

Statement pursuant to Section 212 of the Companies Act 1956 relating to SubsidairyCompanies

(Amount of Rs)

Choice Capital Advisors Private Limited Choice Equity Broking Private Limited Choice Merchandise Broking Private Limited Choice Wealth Management Private Limited Choice Business Services Private Limited Choice Insurance Brokers Private Limited Choice Corporate Services Private Limited*
The financial year/period of the Subsidiary Company April 1 2013 tc March 312014 April 1 2013 tt March 312014 April 1 2013 tc March 312014 April 12013 to March 312014 April 1 2013 tc March 312014 April 12013 to March 312014 April 12013 to March 31 2014
Share Capital (Equity & Preference) 50500000 4236000( 1000000( 100000 100000 510000( 100000
Reserve & Surplus (Net of debit balance of profit & loss Account & miscellaneous expenditure to the extent not written off) 9989861 129390409 1004488 466034 20100959 (29165) (18098)
Total Assets (Fixed Assest+Current Assets) 30622046 1040915259 28264634 1275028 98336232 5285964 85273
Total Liabilities (Debts+Currents Liabiliteis & Provisions) 20429091 981728247 34748343 708994 78135272 215129 3371
Details of investments(excluding investments in subsidairy companies) 50296906 112563398 200000
Turnover 136109940 211695801 13070828 1610801 150442159 328622 -
Profit Before Taxtaion 9450199 23340948 584695 54175 12809404 41964 (4097)
Provision for Taxation 2901889 7488221 215933 23052 4127055 13000 (4097)
Profit after Taxation 6548310 15852727 368762 31123 8682349 28964 -
Proposed/interim Dividend(including Dividend tax) 5869236 5907822 - - - - -

Notes: Information on subsidairies is provided in compliance with the circular no.2/2011 dated February 82011 of the Ministry of Corporate Affairs Government of India. Weundertake to make available the audited annual accounts and related information ofsubsidiaries/where applicableupon request by any of the shareholders. The annual accountswill also be available for inspection during business hours at our registered office inMumbai India.

On behalf of the Board of Directors

Sd/- Sd/-
Kamal Poddar Ajay Kejriwal
Mumbai August 142014 (Managing Director) (Director)
DIN:01518700 DIN:03051841

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