Your Directors are pleased to present the 23rd Annual Report on the business andoperations of the Company together with the Audited Financial statements for the yearended March 31 2016.
Despite stiff competition the company registered substantial growth in terms of itsrevenue from business operations.
Choice International Limited ("the Company") incorporated on March 12 1993is a RBI registered "Non- Banking Financial Company"( NBFC).
The Registered Office of the company is situated at Choice House Shree ShakambhariCorporate Park Plot No 156-158 J.B. Nagar Andheri (East) Mumbai - 400099. ChoiceInternational Limited is Financial Service providing company catering in to differentsectors namely: - Broking & Distribution Investment Banking
Management Consultancy & E- Commerce Business. Your Company has performed well witha Net Profit of Rs.16604414 as on March 31 2016 as compared to Net Profit of Rs.14268970 for the year ended March 31 2015. Despite of the stiff competition in themarket the Company registered substantial growth in terms of its revenue from businessoperations. The Company achieved increase in revenue by 799.82%.
| || |
(Amount in Rs.)
|Standalone ||Particulars ||Consolidated |
|31-Mar-16 ||31-Mar-15 || ||31-Mar-16 ||31-Mar-15 |
|778552165 ||86523503 ||Income from Operations ||1842229194 ||566997162 |
|2196 ||35194 ||Other Income ||34465018 ||51945129 |
|778554361 ||86558697 ||Total Income ||1876694211 ||618942291 |
|20174911 ||15742792 ||Profit before Tax and Exceptional Items ||67803655 ||62741371 |
|3570497 ||1473822 ||Tax Expenses ||26484971 ||15758328 |
|16604414 ||14268970 ||Profit after Tax before Share of Profit from Associates Share of Profit from Associates ||41318684 ||46983043 |
| || ||Share of Profit from Associates ||1654969 ||4022844 |
|16604414 ||14268970 ||Profit for the year ||42973654 ||51005887 |
|36399171 ||35599756 ||Add: Surplus brought forward from previous year ||140897481 ||98080585 |
| ||604755 ||Adjustment of depreciation on Fixed Asset || ||(728987) |
| || ||Adjustment relating to share of profit from associates || ||7453288 |
|53003585 ||39677785 ||Profit Available for Appropriations ||183871135 ||155810772 |
|3321000 ||2860000 ||Less: Appropriations Transfer to Statutory Reserve Transfer to General Reserve ||3321000 ||2860000 |
|10004800 ||10004800 ||Proposed Proposed Dividend Dividend ||10004800 ||10004800 |
| || ||Dividend Dividend Distribution Tax on Proposed Dividend Proposed ||2048491 ||2048491 |
|39677785 ||36399171 ||Surplus carried forward ||168496844 ||140897481 |
The Board has recommended a dividend of Rs. 1 /- (10%) per Equity Share of Rs. 10/-each subject to the approval of Shareholders at the ensuing Annual General Meeting for theYear ended March 31 2016 . The Register of Members and Share Transfer Books shall remainclosed from September 13 2016 to September 20 2016(both days inclusive) for the purposeof Dividend. The Annual General Meeting of the Company is scheduled for September 202016. The Dividend as recommended by the Board if sanctioned at the ensuing AnnualGeneral Meeting will be paid within 30 Days of declaration of dividend to those membersor their mandates whose name are registered on the Companys Register of Members ason the start of Book Closure date.
Out of the profitsgenerated by the Company your Board proposes to make the followingallocations to the various Reserves:
|Reserves || |
|Particulars ||(Amount in Rs.) |
|Transfer to Statutory Reserves ||3321000 |
|Dividend ||10004800 |
The Paid up Share Capital of the Company is Rs. 10 00 48 000/- ( Rs. Ten Crore FortyEight thousand only ) dividend in 10004800 Equity Shares of Rs. 10/- each. Howeverduring the year under review the Authorised Share Capital of the Company has increased byRs. 100000000/- ( Rupees Ten Crore Only ) owing to issue of 1 0000000( One Crore )Equity Warrants by the Company to beconvertedintoEquitySharesofRs.10/-each(TenOnly)atapriceofRs.40/-each(Rs.Forty only) pursuant to Special Resolution Passed by theShareholders approving the Issue of Equity Warrants at the Extra Ordinary General Meetingof the Company held on March 15 2016 correspondingly the Resolution approving theIncrease in Authorised Share Capital had been approved by the Shareholders at the ExtraOrdinary General Meeting held on March 15 2016.
During the year under review the Company has issued 235 Secured Redeemable UnratedUnlisted Market Linked Non Convertible Debentures on May 23 2015 & August21 2015 respectively. The total Secured Redeemable Unrated Unlisted Market LinkedNon Convertible Debentures issued by the Company aggregates to 745 out of which 10Debentures were redeemed on March 31 2016 Thus the total Debentures issued by theCompany stances to 735 Debentures as on March 31 2016
You Company being a RBI Registered Non-Banking Financial Company (NBFC) the Companyhas not accepted any deposit from the public during the year under review.
SUBSIDIARIES & ASSOCIATES
Your Company has Ten Subsidiaries & one Associate Company incorporated in Indiaengaged in the following Business Activities:
|Company Name ||Subsidiary/ Associate ||Business Acvity |
|Choice Equity Broking Private Limited ||Subsidiary ||Equity Broking Currency Broking & Depository Services |
|Choice Capital Advisors Private Limited ||Subsidiary ||Equity Syndication Debt Syndication Advisory & Consultancy & Merchant Banking Services |
|Choice Consultancy Services Private Limited ||Subsidiary ||Providing Financial Services of Business Advisory Regulatory Compliances Cross Border Transactions Accounting & Taxation and Resource Management |
|Choice Merchandise Broking Private Limited ||Subsidiary ||Carrying on the Business of Commodity Broking |
|Choice Wealth Management Private Limited ||Subsidiary ||Engaged in Mutual Fund Distribution |
|Choice Insurance Brokers Private Limited ||Subsidiary ||Providing Insurance Consultancy |
|Choice Corporate Services Private Limited ||Subsidiary ||Advisory Business |
|*Choice E- Commerce Private Limited ||Subsidiary ||E- Commerce |
|*Choice Peers International Private Limited ||Subsidiary ||Financial Advisory & Consultancy in Matters of Mergers & Amalgamations |
|*Choice Finserv Private Limited ||Subsidiary ||Proposed to carry on NBFC Activity (Post approval from RBI is received) |
|Aqua Pumps Infra Ventures Limited ||Associate ||Engaged in the Business of Infrastructural Activities. |
The Financial Details of the Subsidiary Companys and Associate Company aredisclosed in Form AOC -1 attached as Annexure.
Note: *The Company has floated a wholly owned subsidiary in the name of "ChoiceFinserv Private Limited" on June 1 2016 and Choice
E- Commerce Private Limited was incorporated as a Wholly owned Subsidiary of ChoiceInternational Limited on July 14 2015.
The Company has acquired Stake in Choice Peers International Private Limited onMarch31 2016 & thus is a holding Company to M/s. Choice Peers International PrivateLimited.
Auditors Report for the year under review does not contain any qualification oradverse remarks. Companys Statutory Auditor M/s. Gupta Shyam & Co. CharteredAccountant ( Registration No: 103450W) Mumbai holds office till the conclusionof ensuing Annual General Meeting and are eligible for re-appointment. They have expressedtheir willingness to get re-appointed at the ensuing Annual General Meeting and haveconfirmed their appointment if made will be in accordance with the provisions of section139 & 141 of the Act and that they are holding Peer review Certificate .
The Board on the recommendation of Audit Committee recommends their re-appointment forapproval as members.
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s. R M.Mimani & Associates LLP Practising Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed to this Report as"Annexure in Form No: MR 3".
The Internal Auditors M/s. A.P. Sanzgiri & Co Chartered Accountant have conductedInternal Audits periodically and submitted their reports to the Audit Committee. Thereports submitted by the Internal Auditor have been reviewed by the Statutory Auditors andthe Audit Committee.
The Board of your Company consist of Ten Directors as on the date of thisreport are as follows:
|Category ||Name of Director |
|Executive Director ||Mr. Kamal Poddar ( Managing Director) |
|Non- Executive Director ||Mr. Ajay Kejriwal |
|Non- Executive Director ||Mrs. Hemlata Poddar |
|Non- Executive Director ( Independent Director) ||Mr.B.M Agarwal |
|Non- Executive Director ( Independent Director) ||Mr. Debkumar Goswami |
|Additional ( Independent ) Director ||Mr. A.K. Thakur |
|Additional ( Independent ) Director ||Mr. Kanhaiyalal Berwal |
|Additional ( Independent ) Director ||Mr. L .N. Nathuramka |
|Additional ( Independent ) Director ||Mr. Lalit Menghnani |
|Additional ( Independent ) Director ||Mr. Raghuvir Shrivastava |
The composition of the Board is as per the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) (LODR) Regulations 2015. All the Directors arehaving vast knowledge and experience in their relevant fields and the Company hadbenefitted immensely by their presence on the Board
Changes in Directors and Key Managerial Personnel (KMP) during the year 2015- 16
During the year under review Mr. A.K. Vaidyan the Independent Director of the Companyresigned from the office of Directorship of the Company with effect from August 11 2015.Mr. Kalimohan Bhattcharya the Independent Director of the Company ceased to be theDirector of the Company due to his sad demise on September 26 2015. The Company places onrecord the valuable contributions made by Mr. Bhattacharya during his associationwith the Company.
Mrs. Bhagyam Ramani the Independent Director of the Company resigned from the Office ofDirectrorship with effect from June 7 2016.
Your Director place on record appreciation for valuable services rendered by theResigning Director during their association with the Company. Mr. A.K. Thakur Mr.Kanhaiyalal Berwal Mr. L.N. Nathuramka Mr. Lalit Menghnani & Mr. RaghuvirShrivastava were appointed as the Additional Director with effect from July 14 2016 insubject to their appointment( Regularisation) by the Members at the ensuing Annual GeneralMeeting for their appointment as Independent Directors.
CS Karishma Shah is appointed as the Company Secretary and Compliance Officer witheffect from July 14 2016 in place of CS Mahavir Toshniwal who tendered his resignationfrom the post of Company Secretary and Compliance officer.
Re- Appointment of Managing Director
The term of Mr. Kamal Poddar (DIN: 01518700) as Managing Director of the Companyexpires on November 1 2016. Your Directors recomend his re-appointment as ManagingDirector for the further term of 3 years effective from November 1 2016 subject to theterms and conditions mentioned in the notice to the forthcoming Annual General Meeting ofthe Company.
Re- appointment of retiring Director
Mrs. Hemlata Poddar (DIN: 02931322 ) retires at the ensuing Annual General Meeting(AGM) and being eligible offers herself for re-appointment. The Board of Directorsrecommends the re-appointment of Mrs. Hemlata Poddar as Director of the Company. Thedetailedprofileof Mrs. Hemlata Poddar recommended for re-appointment is mentioned in theNotice for the AGM.
In term of the provisions of Section 149 of the Companies Act 2013 and Regulation 17(1) (a) of the SEBI (LODR) Regulations 2015 the Company shall have at least one WomanDirector on the Board. Your Company had Mrs. Hemlata Poddar & Mrs.Bhagyam Ramani asWoman Director on the Board of the Company for the year under review. However Mrs.Bhagyam Ramani the Non - Exectuive Independent Director of the Company resigned from theDirectorship of the Company with effect from June 7 2016.
Declaration by Independent Director(s) and re-appointment if any
The Company had Five Independent Directors on the Board of Company as on April 1 2015the Company has received declaration from each Independent Director of the Company underSection 149 (7) of the Companies Act 2013 that they meet the criteria of Independence aslaid down in section 149(6) of the Companies Act 2013 and subsequently the same wasplaced in the Board Meeting held on May 29 2015.
During the year under review Mr. A.K. Vaidyan the Independent Director of the Companyresigned from the office of Directorship of the Company with effect from August 11 2015.Mr. Kalimohan Bhattcharya the Independent Director of the Company ceased to be theDirector of the Company due to his sad demise on September 26 2015.
Mrs. Bhagyam Ramani the Independent Director of the Company resigned from the Office ofDirectorship with effect from June 7 2016.
As on the date of report there are 2 Independent Director and 5 Additional Director incapacity of (Independent Directors) to be appointed as Independent Director by the Membersat the ensuing Annual General Meeting on the Board of the Company. Necessary Declarationwith respect to the "Independence of the Director" is taken on note by theBoard. During the FY 2015 - 2016 the Company has conducted a familiarization programmefor its Independent Directors.
During the year under review Four Board Meetings were held details of which are givenin the Corporate Governance Report.
Independent Directors Familiarization Programme:
The Company undertook Directors Familiarisation Programme for familiarizing themwith Companys operations and other relevant information which would enable them toeffectively discharge the responsibilities and functions conferred on them. The Details ofthe familiarization programme imparted is placed on Companys website atwww.choiceindia.com
Evaluation of Board Committees and Directors:
Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out the performance evaluation of its own the Board Committees and of theIndependent Directors. Further Independent Directors at a separate meetingevaluated performance of the Non- Independent Directors Board as a whole & of theManaging Director of the Board. Manner in which the evaluation has been carried out hasbeen detailed in the Corporate Governance Report.
Policy on appointment and Remuneration of Directors.
The Board has on the recommendation of the Nomination & Remuneration Committee formulated criteria for determining Qualifications positive attributes and Independenceof a Director as also a policy for remuneration of Directors Key ManagerialPersonnel and senior Management. The details of criteria laid down of the Remunerationpolicy are given in the Corporate Governance Report.
Internal Control System and Compliance Framework:
The Company has well defined and adequate Internal Control system commensurate withSize Scale and Complexity of its operations. The Internal Financial Control are adequateand are operating effectively so as to ensure orderly and efficient conduct of Businessoperations.
During this year Internal Financial Controls scrutiny was done to review adequacy andstrength of Internal Financial Control tailed by the Company. As per the assessment thereare no major concerns and controls are strong. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems were adequate and operating effectively.
Company has implemented an integrated risk management approach through which it isreviews and assesses significant risks on a regular basis to ensure that a robust systemof risk controls and Management periodically reviews this risk management framework tokeep updated and address emerging challenges.
WHISTEL BLOWER POLICY / VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.ewww.choiceindia.com. The same is reviewed by the Audit Committee from time to time. Noconcerns or irregularities have been reported till date.
RELATED PARTY TRANSACTIONS AND POLICY
All the Related Part Transactions (RPTs) entered during the Financial Year were onarms length basis and in the ordinary course of business. For Transactions which arerepetitive in nature omnibus approval of the Audit
Committee is obtained as per the Related Party Transaction Policy. All the RelatedParty Transactions affected during the year are disclosed in the notes to FinancialStatements. Related Party Transactions entered in to by the Company are disclosed in Form AOC 2 attached as Annexure to the report. The Board has approved and adopted policyon Related Party Transactions and the same is uploaded on the Companys website atwww.choiceindia.com
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Information to be disclosed pursuant to Section 197(12) of the Act read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this report. However this information is not sent along with this Report as perthe provisions of Section 136 of the Act. Members interested in obtaining theseparticulars may request to the Company Secretary at the Registered Office of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements.
EXTRACTS OF ANNUAL RETURN
The Extracts of the Annual Return in Form MGT 9 is annexed to this Report as Annexure.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis (MDA) forms part of this Annual Report which isgiven elsewhere in the Report.
Report on Corporate Governance is annexed to this Report. Certificate from AuditorsConditions of Corporate Governance as stipulated in the Listing Regulations is alsoappended to the report on Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them you Directors Confirm.
a) That in preparation of the annual accounts for the year ended March 31st2016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures if any.
b) That the Directors had selected 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 at the end of thefinancial year ended 31st March 2016 and of the Profit of the Company for the year;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual accounts / financial statements have been prepared on a goingconcern basis.
e) That proper internal financial control were in place and that the financialcontrol were adequate and were operating effectively;
f) That the Directors had devised proper systems to ensure compliance with theprovisions of all the applicable laws and that such systems were adequate and operatingeffectively.
Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. The Company continued to conduct variousemployee benefit building programs to enhance employee skills motivation as also tofoster team spirit. Company also conducted in house training programs to developleadership as well as technical/ functional capabilities.
POLICY ON SEXUAL HARRASEMENT OF WOMEN AT WORK PLACE
The Company has in place a policy on prevention prohibition and Redressal of SexualHarassment at work place in line with the requirements of the Sexual Harassment of womenat workplace ( Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. The Company has also prepared and implemented policy for preventionprohibition and Redressal of Sexual Harassment of Women at Workplace. During the yearunder review no cases of sexual harassment against women employees at any work place werereported to the Internal Complaints Committee.
ENERGY TECHNOLOGY ABSORPTION ANF FOREIGN EXCHANGE
CONSERVATION OF ENERGY
I) The steps taken or impact on conservation of Energy:
The operations of the Company are not energy-intensive. However adequate measures havebeen initiated for conservation of energy.
II) The steps taken by the Company for utilising alternate source of energy:
Though the operations of the Company are not energy intensive the Company shallexplore alternative source of energy as and when the necessity arises.
III) The Capital Investment on energy conservation equipment: Nil
i) The efforts towards technology absorption:
The minimum technology required for the business has been absorbed. and team
ii) The benefits derived like product improvement cost reduction productdevelopment or import substitution N.A
iii) In case of imported technology (imported during last three years reckoned fromthe beginning of the financial year): N.A.
iv) The expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There are no Foreign Exchange earnings and outgo during the year under review.
GRATITUDE & ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude to the Reserve Bank of India theSecurities and Exchange Board of India BSE Limited National Stock Exchange of IndiaLimited Ministry of Finance Ministry of Corporate Affairs
Registrar of Companies Forward Markets Commission Multi Commodity Exchange of IndiaLimited Depositories other government and regulatory authorities lenders FinancialInstitution and the Companys Bankers for the on-going support extended by them. YourDirectors place on record their high appreciation for the unflinching commitmentsdedication hard work and valuable contribution made by employees of the Company and itssubsidiaries across all levels resulting in successful performance during the year.
| ||On behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
| ||Kamal Poddar ||Ajay Kejriwal |
| ||(Managing Director) ||(Director) |
|Mumbai July 142016 ||DIN NO: 01518700 ||DIN NO: 03051841 |