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Directors Report of Choice International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company for the Financial Year ended March 31,2015.

BUSINESS OVERVIEW

Choice International Limited the "Company" incorporated on March 12, 1993, is a RBI registered "Non - Banking Financial Company" (NBFC). The Registered office of the company is situated at Shree Shakambhari Corporate Park, Plot No, 156-158, Chakravati AshokSociety, J.B Nagar, Andheri (East), Mumbai-400099. Choice International Limited is Financial Service providing company catering into different sectors namely Investment Banking, Broking, and Management Consultancy & E - Commerce Business. Your Company has performed well with a Net Profit of Rs. 14,268,970 as on March 31,2015 as compared to Net Profit of Rs. 13,652,596 for the year ended March 31, 2014. Despite of the stiff competition in the market, the Company registered substantial growth in terms of its revenue from business operations. The Company achieved increase in revenue by 4.51%.

THE KEY FINANCIAL HIGHLIGHTS

The Highlights of financial results of your Company on standalone basis for the year ended March 31, 2015 compared to the previous Financial are summarised below:-

(Amount in Rs. )

Standalone Particulars

March 31, March 31, 2014 2015

127,955,045 86,523,503 Income from Operations

51,836 35,194 Other Income

128,106,881 86,558,697 Total Income

20,176,954 15,742,792 Profit before Tax and Exceptional Items

6,524,358 1,473,822 Tax Expenses

13,652,596 14,268,970 Profit after Tax before share of Profit from Associates

- - Share of Profit from Associates

13,652,596 14,268,970 Profit for the Year

34,701,960 35,599,756 Add: Surplus brought forward from previous year

- (604,755) Adjustment of depreciation on Fixed Asset

- - Adjustment relating to share of profit from associates

48,354,556 49,263,971 Profit Available for Appropriation

Less: Appropriation

27,50,000 28,60,000 Transfer to Statutory Reserve

Transfer to General Reserve

10004800 10004800 Proposed Dividend

- - Dividend Distribution Tax on Proposed Dividend

35,599,756 36,399,171 Surplus Carried forward



Particulars Consolidated

March 31, March 31, 2015 2014

Income from Operations 566,997,162 587,247,754

Other Income 51,945,129 29,245,642

Total Income 618,942,291 616,493,396

Profit before Tax and 62,741,371 56,168,241 Exceptional Items

Tax Expenses 15,758,328 21,293,508

Profit after Tax before 46,983,043 34,874,733 share of Profit from Associates

Share of Profit from 40,22,844 N.A. Associates

Profit for the Year 51,005,887 34,874,733

Add: Surplus brought 98,080,584 78,001,510 forward from previous year

Adjustment of depreciation (728987) - on Fixed Asset

Adjustment relating to 7453288 N.A. share of profit from associates

Profit Available for 155,810,772 112,876,242 Appropriation

Less: Appropriation 2,860,000 2,750,000

Transfer to Statutory Reserve

Transfer to General Reserve - 3,97,000

Proposed Dividend 10,004,800 10,004,800

Dividend Distribution Tax 2,048,491 1,643,858 on Proposed Dividend

Surplus Carried forward 140,897,481 98,080,584



DIVIDEND:

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 the year ended March 31,2015. The Register of Members and Share Transfer Books shall remain closed from September 21, 2015 to September 26, 2015 (both days inclusive) for the purpose of Dividend. The Annual General Meeting of the Company is scheduled for September 26,2015. The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid within 30 Days of declaration of dividend to those members or their mandates whose name are registered on the Company's Register of Members as on the start of Book closure date.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. The Company holds license Issue by Reserve Bank of India (RBI) for Non Deposit Accepting Non-Banking Financial Company.

STATUTORY AUDITORS

M/s. Gupta Shyam & Co., Chartered Accountants, (Registration Number 103450W) Mumbai, was appointed as the Statutory Auditors of the Company to hold the office from the conclusion of last Annual General Meeting till the conclusion of the this Annual General Meeting. Your Board of Director recommends the ratification of appointment of the Statutory Auditors for the financial year 2015 -16, subject to the approval of the Shareholders.

AUDITOR'S OBSERVATION

The Directors have examined the Auditor's Report on accounts for the period ended March 31,2015. The Auditor's Report Is Itself self-explanatory and has no qualifications.

PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the Financial Statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transaction that were entered in to during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for related party Transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's website,

PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the Financial Statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transaction that were entered in to during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for related party Transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company's website. Related Party Transaction entered in to by the Company are disclosed in FormAQC-2 attached as Annexure

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the Year under review followIng are the Changes that took place having material effect on the Business of the Company:

1) During the year your Company has issued 510 Secured, Redeemable, Unrated, Unlisted, Non Principal Protected, Market Linked, Non- Convertible Debentures of Face Value of Rs.1,00,000 on Private Placement Basis.

2) Policy on Depreciation

Effective from April 1,2014 the Company has changed Depreciation based on the revised remaining useful life of Asset as per the requirement of Schedule II of the Companies Act, 2013. Due to above Depreciation change for the quarter ended & Year ended March 31,2015 is higher by 5.44 Lakhs & Rs. 23.54 Lakhs respectively. The written down value of Rs. 6.05 Lakhs( Net of Deferred Tax effect) of the Fixed Assets whose useful lives have expired as at April 1,2014 have been adjusted in the retained earning. There has not been any material changes or commitment affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

RISK MANAGEMENT

The Company has formulated a policy on Risk Management and constituted a Risk Management Committee and the same is detailed in the Corporate Governance Report. Risk are classified in different categories such as Financial, Operational, Legal and Strategic Risks. These Risk are reviewed from time to time.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act 2013 states that a formal evaluation needs to made by the Board of Its own performance and that of its committees and individual directors. The same is incorporated in Corporate Governance Report.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has adopted the policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this policy are provided in the Corporate Governance. Report which form of Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a Vigil Mechanism to report genuine concerns or grievances. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. No persons have been denied access to Audit Committee in appropriate cases. The details of establishment of reporting mechanism are disclosed on the website of the company.

INTERNAL CONTROL SYSTEM

The Company's internal control systems are adequate with the Business operations of the Company. The Company maintains appropriate system of Internal Control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment at work place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company has also prepared and implemented policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. During the year under review, no cases of sexual harassment against women employees at any of its work place were reported to the Internal Complaints Committee.

SUBSIDIARIES & ASSOCIATES

Your Company has Seven Subsidiaries & one Associate Company Incorporated in India engaged in the following Business Activities:

Sr. Company Name Subsidiary/ Business Activity No Associate

1 Choice Equity Broking Subsidiary Equity Broking, Private Limited Currency Broking & Depository Services

2 Equity Broking, Currency Subsidiary Equity Syndication, Broking & Depository Debt Syndication, Services Advisory & consultancy & Merchant Banking Services

3 Choice Business Services Subsidiary Providing financial Private Limited services of Business Advisory, Regulatory Compliances, Cross Border Transaction, Accounting &Taxation Resource Management

4 Choice Merchandise Broking Subsidiary Carrying on the Private Limited business of Commodity Broking

5 Choice Wealth Management Subsidiary Engaged in Mutual Private Limited Fund Distribution

6 Choice Insurance Brokers Subsidiary Providing Insurance Private Limited Consultancy

7 Choice Corporate Services Subsidiary Advisory Business Private Limited

8 Aqua Pumps infra Ventures Subsidiary Engaged in the Limited Business of Infrastructural Activities

The Financial Details of the Subsidiary Company's and Associate Company are disclosed in Form AOC -1 attached as Annexure.

Note:

The Company had incorporated an wholly owned Subsidiary in the Name of Choice E - Commerce Private Limited as on July 14, 2015 and is in the process of incorporating three step down subsidiary in the Name of WheresmyPandit.Com Private Limited, Motormistri.com Private Limited & d -aashanacouture.com Private Limited to expand the E - Commerce Business of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. R M MIMANI & ASSOCIATES LLP, Practising Company Secretary for conducting Secretarial Audit of the Company for the financial year 2014 - 2015. The Secretarial Audit Report Is annexed herewith as Annexure in Form MR-3.The Secretarial Audit Report has been qualified with respect to creation of charge, pursuant to issue of Non Convertible Debentures ,with respect to issue of the debentures the Company is required to create charge on the Book Debts of the Company which was delayed on the the documentation part of the Debenture Trustee. The Company is in the advance stage to file the charge with Registrar of Companies. The Company assures the Members that there will be no delay in payment of Dividend if any, declared at this AGM and future thereafter.

INTERNAL AUDIT

The Internal Auditors, M/s. A.P.Sanzgiri & Co., Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.

CORPORATE GOVERNANCE

The Report on Corporate Governance for the year under review, as stipulated under Clause 49 of the Listing Agreement is forming part of the Annual Report. The Certificate from Auditor of the Company confirming compliance with the rules of Corporate Governance Is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms part of this Annual Report.

EXTRACTS OF ANNUAL RETURN

Form MGT - 9 providing an extract of the Annual Return in terms of Section 92 of the Companies Act, 2013 and the Rules made thereunder is annexed as Annexure to the Board Report,

MEETINGS

During the year under review, Four Board Meetings were held, the details of which are given in the Corporate Governance Report.

BOARD OF DIRECTORS

During the period under review Mr. Pankaj Bhansali & Mr. Satish Chandra Kulhari resigned from the office of Directorship with effect from June 30, 2014 & September 27, 2014 respectively. Your Directors place on record appreciation for valuable services rendered by the Resigning Director during their association with the Company.

Mr. A.K. Vaidyan the Independent Director of the Company resigned from the office of Directorship with effect from August 11, 2015.

Mr. Ajay Kejriwal ( DIN No: 03051841) retires by rotation at the ensuing Annual General Meeting in terms of the provisions of Section 152 of the Companies Act, 2013 ("The Act"). The Act provides that Independent Directors are not subject to retirement by rotation. Since all the Directors except Mr. Ajay Kejriwal & Mrs. Hemlata Poddar are Independent Director, Mr. Ajay Kejriwal will retire by rotation and being eligible offers himself for re-appointment.

Additional Information Of Directors Seeking Re-appointment At The Twenty Second Annual General Meeting Pursuant To Clause 49 Of The Listing Agreement

NAME OF THE DIRECTOR AJAY RAJENDRA KEJRIWAL

Date of Appointment 29 -5-2010

Date of Birth 11-2-1979

Qualification CA

Expertise in specific functional areas Finance

Directorship in other public companies Nil excluding foreign companies

Membership of Committees in other Nil public companies

Shareholding in the Company 2000 Shares

DIN No 03051841

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel (KMPs) of the Company as per provisions of the Companies Act, 2013:

i) CA Kamal Poddar - Managing Director

ii) CA- CS Mahavir Toshniwal - Company Secretary

ill) *CA. Manoj Singhania - Chief Financial Officer

Note: * Mr. Manoj Singhania is appointed as the Chief Financial Officer of the Company with effect from January 30, 2015 in place of CA Gunjan Modi

PARTICULARS OF EMPLOYEE

As required under the provision of Section 197 £12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment & Remuneration of Managerial Person nel)Rules, 2014, the prescribed particulars are set out in an Annexure to the Director's Report. As per the provisions of Section 136(1) of the said act, this particulars will be made available to any Shareholders on request.

DETAILS OF THE COMMITTEE OF THE BOARD

Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held for each of this committee during the financial year 2014 -15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report. The recommendations by the Audit Committee as and when made to Board have been accepted by it.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)( C) of the Companies Act, 2013 your Directors state that:

1) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended March 31,2015;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Com pa ny and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis

5) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

6) Proper system are devised to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE

A) 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 have been 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 shall explore alternative source of energy, as and when the necessity arises.

II) The Capital Investment on energy conservation equipment- Nil

B) TECHNOLOGY ABSORPTION

I) The efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii) The benefits derived like product improvement, cost reduction, product development or import substitution Not applicable

iii) in case of imported technology (imported during last three years reckoned from the beginning of the financial year)

-Not Applicable

iv) The expenditure incurred on Research and Development -Nil

C) FOREIGN EXCHANGE EARNINGS AND OUTGO -

There are no Foreign Exchange earnings and outgo during the year under review.

CORPORATE SOCIAL RESPONSIBILITY'

Though India is one of the fastest growing economies, socioeconomic problems like poverty, illiteracy, lack of health care etc. are still ubiquitous and the government has limited resources to tackle these challenges. Although Corporate Social Responsibility (CSR) is not applicable to your Company at Choice International, we believe that Corporate Social Responsibility (CSR) is coming out of the purview of 'doing social good' and is fast becoming a 'business necessity'. The 'business case' for CSR is gaining ground and corporate houses are realising that 'what is good for stakeholders - their community, health and environment, is also good for the businesses. An essential component of our corporate social responsibility is to care for the community.

HEALTH AND SAFETY

Health and safety Issues are addressed systematically, effectively and protectively. Your Company takes pride in providing various forms of medical assistance to the families of Its employees and regular training programmes are organised on safety and precautionary measures.

ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the Reserve Bank of India, the Securities and Exchange Board of india, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Forward Markets Commission, Multi Commodity Exchange of India Limited, Depositories, other government and regulatory authorities, lenders, financial institutions and the Company's bankers for the ongoing support extended by them. The Directors also place on record their since re appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in your Company. Your Directors sincerely appreciate the commitment displayed by the employees of the Company and Its subsidiaries across all levels, resulting in successful performance during the year.

On behalf of the Board of Directors

Sd/- Sd/- Kamal Poddar Ajay Kejriwal Mumbai, August 11,2015 (Managing Director) (Director) DIN:01518700 DIN:03051841


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 2014.

FINANCIAL HIGHLIGHTS

1) A Snapshot of Standalone & Consolidated Financial Performance of the Company and its Subsidiaries for the year is as under:

(Rs. in Lacs)

Standalone Particulars Consolidated

2012-13 2013-14 2013-14 2012-13

806.62 1281.07 Total Revenue 6164.93 4153.61

657.95 1079.30 Total Expenditure 5603.25 3593.20

148.68 201.77 Profit Before Tax 561.68 560.41

36.83 65.24 Provision for Tax (Including Deferred Tax) 212.93 194.74

111.85 136.53 Profit After Tax 348.75 365.67

357.72 347.02 Add: Surplus brought forward from previous year 780.02 553.59

469.57 483.55 Profit available for Appropriations 1128.77 919.26

Less: Appropriations: - - Transfer to General Reserve (3.97) - (22.50) (27.50) Transfer to Statutory Reserve (27.50) (22.50)

(100.05) (100.05) Proposed Dividend (100.05) (100.05)

- - Dividend Distribution Tax on Proposed Dividend (16.44) (16.69)

347.02 356.00 Surplus carried forward 980.81 780.02

RESULT OF OPERATION

Your Company being focused primarily on Financial Services activities needed to march very cautious path during the year as to balance between the return, expectations and risk involved in serving to various clients.

On consolidated basis, the company''s revenue increased by 48.42% to Rs. 6164.93 Lacs as compared from Rs. 4153.61 Lacs of the FY2012-2013.

13. During the year, the income is primarily generated by Broking and Outsourcing services segment of the company as compared to other segment of the Company.

The Profit before Tax of FY 2013-14 as compared to last FY 2012-13 was on average same with slightly increase of 0.22 % only to Rs. 561.66 Lacs from Rs. 560.41 Lacs and the Profit after Tax is Rs. 348.73, which is slight below as compared to the Profit after Tax of FY 2012-13.

On standalone basis, revenues for the FY 2013-14 were Rs. 1281.07 Lacs, showed a upper movement by 59% as compared to previous year FY 2012-13.

Similarly Profit before Tax has increased by 36% from Rs. 148.68 Lacs in FY 2012-13 to Rs. 201.77 Lacs in FY 2013-14 and Profit after Tax also increased by 22% from Rs. 111.85 Lacs in FY 2012-13 to Rs. 136.53 Lacs in FY2013-14.

DIVIDEND & RESERVES

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

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

The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid after September 27,2014 to those members or their mandates whose names are registered on the Company''s Register of Members as on record date. The company in the year 2013-14 has appropriated a sum of Rs. 27.50 Lacs towards Reserve Fund under Section 45- IC of Reserve Bank of India Act, 1934

SHARE CAPITAL

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

DEFERRED TAX

In terms of Accounting Standard on ''Accounting for Taxes on Income ''(AS-22), a sum of Rs. 2,32,08,098/- has been provided being net Deferred 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 2013-14 has been registered with NSE for Market making 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. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their Annual Report. Accordingly, the Annual Report 2013-14 does not contain individual financial statements of its subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. Further, as required under the circular, the Board of Directors has, at its meeting held on 14th August, 2014 passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to the shareholders of the Company seeking such information upon request.

These documents will also be available for inspection during business hours at the company''s registered office.

The same will also be published on our website, www.choiceindia.com The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company''s Subsidiaries is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS 21 and Accounting Standard AS 23, consolidating the Company''s accounts with its 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 stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a 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 49 of the Listing Agreement and the corporate governance voluntary guidelines, 2009 issued by Ministry of Corporate Affairs form part of the Annual Report.

DIRECTORS ELIGIBLE FOR REAPPOINTMENT/APPOINTMENT

In light of the provisions of the section 152 of the Companies Act, 2013, Mrs. Hemlata Poddar, 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 for re-appointment.

Dr. Satish Chandra Kulhari, (DIN- 02699281), Director of the Company, who is retiring by rotation at the 21st Annual General Meeting has not sought re-appointment. It is proposed not to fill up the vacancy thereby caused.

With the enactment of the Companies Act, 2013 (Act) it is now incumbent upon every listed company to appoint Independent Directors as defined in section 149 of the Act, who are required to be appointed for a term of maximum of 5 (five) consequent years and shall not be liable to retire by rotation and pursuant to clause 49 of the Listing Agreement with Stock Exchanges (to come into effect from October 1, 2014), a person who has already served as an independent director for five years or more in a company as on October 1,2014 shall be eligible for appointment, on completion of his present term, for one more term of upto five years only. Hence, Mr. Brijmohan Agarwal, Dr. Kali Mohan Bhattacharya, Mr. Deb Kumar Goswami, Mrs. Bhagyam Ramani and Mr. Alexander Koshy Prince Vaidyan are proposed to be appointed for a period as mentioned in the notice from the conclusion of this Annual General Meeting Accordingly. The Independent directors have filed requisite declarations with the Company under section 149 (7) of the Act to the effect that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 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 August 08, 2013 due to his personal commitments. The resignation has been duly accepted by the Board. The Board places on record its sincere appreciation for the valuable services rendered by him during his tenure.

Brief resume of the Directors proposed to be re-appointed/appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the notice 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 not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Statutory Auditors Gupta Shyam & Co, Chartered Accountants, having Firm Registration No. 103450W, holds office until the conclusion of this ensuing Annual General Meeting and is eligible for reappointment pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria 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., Chartered Accountants, Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till conclusion 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 company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

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

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

PARTICULARS OF EMPLOYEES

During the year no employee whether employed for the whole year or part of the year was drawing remuneration exceeding the limit as laid down under section the Companies Act, 1956 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, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. There was no inflow/outflow of foreign exchange during the year under review.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with stock exchange, a separate section titled ''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 the code of conduct for FY 2014. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is contained in this Annual Report. The CEO have certified to the Board with regard to the financial statements and other matters as specified in clause 49 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 manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies.

The new Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Exchange is taking necessary steps for implementation of the provisions of the Act.

STATUTORY DISCLOSURES

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

Certificate from auditors of the Company regarding compliance of conditions of Corporate 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 31,2014, the applicable accounting standards have been followed and that there are no material departures from the same;

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

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

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

LOANS AND ADVANCES

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

POLICY/VIGIL MECHANISM:

As per the provisions of section 77 of Companies Act, 2013 and as per amendment in the Clause 49 of Listing Agreement, your Company has adopted Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

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

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

No personnel has been denied access to the Audit Committee. Further, the Whistle Blower Policy has been adopted to make it applicable to both the Directors and the Employees of the Company alike, to facilitate implementation of Vigil Mechanism. The Policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/accounting, etc. received from the Employees 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 amended Listing Agreement, your Company is taking necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot. The Company will also have the E-voting facility for the items to be transacted at this AGM. The MCA has authorised NSDL and CDSL for setting up electronic platform to facilitate casting of votes in electronic form. The Company has an agreement with CDSL for availing e-voting facilities.

ACKNOWLEDGEMENT

The directors would like to thank every one of the Company''s customers, business associates and other stakeholders for their valuable contribution to the Company''s growth and success. The directors also recognise and appreciate the passion and commitment of all the employees of the Company across the country.

The directors are also grateful to the Company''s other stakeholders and partners including its shareholders, promoters, strategic partner and Government of India, bankers and 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


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2013.

(Rs. in Lacs) 2011-12 2012-13 2012-13 2013-12

2401.88 806.62 Total Income 4153.61 4810.15

2264.60 657.95 Total Expenditure 3593.20 4304.79

137.27 148.67 Profit Before Tax 560.41 505.36

38.62 36.82 Provision for Tax (Including Deferred Tax) 194.74 139.50

98.65 111.85 Profit After Tax before Minority Interest 365.67 365.86

Less/(Add): Share of Minority Interest Nil (0.02)

98.65 111.85 Profit after Tax after Minority Interest 365.67 365.88

354.11 357.72 Add: Surplus brought forward from previous year 553.59 297.01

452.76 469.57 Profit available for Appropriations 919.25 662.89

Less: Appropriations:

Transfer to General Reserve (5.55)

(20.00) (22.50) Transfer to Statutory Reserve (22.50) (20.00)

75.04) (100.05) Proposed Dividend (100.05) (75.04)

Dividend Distribution Tax on Proposed Dividend (16.69) (12.29)

Add: Reversal of accumulated loss on disposal of subsidiary 3.58

357.72 347.02 Surplus carried forward 780.02 553.59

2) A Snapshot of Segment wise Financial Performance of Choice International Limited

(Rs. in Lacs)

Particulars 2012-13 2011-12

Segment Revenue

NBFC & Other Services 803.37 2226.92

Broking Services 1447.18 439.95

Investment Banking Services 888.62 1620.86

Outsourcing Services 1142.31 527.10

Gross Total Income 4281.48 4814.83

Less: Inter Segment Revenue 226.33 32.22

Net Income from Operations 4055.15 4782.50

Other Income 98.45 27.55

Gross Income 4153.60 4810.16

Segment wise results Profits/(Loss) before Interest & Tax

NBFC Operations 406.36 475.00

Broking Services 225.43 156.00

Investment Banking Services 258.82 342.55

Outsourcing Services 137.29 60.33

Gross Total Profit 1027.90 1033.88

Less: Interest Expenses 208.05 250.49

Unallocable Expenses 266.19 282.39

Add: Other Income 6.75 4.36

Total Income RESULT OF OPERATION

Our Company being focused primarily on lending and investment activities has to tread a very cautious path during the year so as to balance between the return expectations and risk involved in lending business.

On consolidated basis, the company’s gross revenue marginally reduced by 13.65 percent to Rs 4,153.61 Lacs as compared from Rs 4,810.15 Lacs of the FY2011- 12. During the year, the huge income is primarily generated by Broking and Outsourcing services segment of the company as compared to other segment of the Company. The income from Broking business has increased by 228.94 percent to Rs. 1447.18 Lacs in FY2012-13 from Rs. 439.95 Lacs of FY 2011- 12. The income from Outsourcing business increased from Rs 1142.31 Lacs to Rs 527.10 Lacs i.e. increased by 116.72 percent. The Profit before Tax of FY 2012-13 as compared to last FY 2011-12 was slightly high by 10.89 percent only to Rs. 560.41 Lacs from Rs. 505.36 Lacs and the Profit after Tax is Rs. 365.67, which is almost equal to the Profit after Tax of FY 2011-12.

On standalone basis, Profit before Tax has been increased by 8.30 percent from Rs 137.27 Lacs in FY 2011-12 to Rs. 148.67 Lacs in FY 2012-13 and Profit after Tax also increased by 11.56 percent from Rs 98.65 Lacs in FY 2011-12 to Rs. 111.85 Lacs in FY 2012-13. India continues to witness a very challenging economic environment.

DIVIDEND & RESERVES

Choice International Limited is constantly on regular basis declaring the dividend to its shareholders at the Annual General Meetings of the Company. Our Directors are pleased to recommend a final dividend of 10 percent i.e. Rs. 1/- per equity share for the financial year ended March 31, 2013 aggregating to Rs. 100.05 Lacs. According to the special provision of sub-section (1A) of section 115-O of the Income Tax Act, 1961, the company is not required to make provision for the dividend distribution tax on dividend proposed. The dividend, as recommended by the Board, if sanctioned at the ensuing AGM, will be paid after September 16, 2013 to those members or their mandates whose names are registered on the Company’s Register of Members.

The company in the year 2012-13 has appropriated a sum of Rs. 22.50 Lacs towards Reserve Fund under Section 45- IC of Reserve Bank of India Act, 1934

CONVERSION OF WARRANTS ISSUED ON SUBSIDIARIES:

PREFERENTIAL BASIS TO PROMOTERS AND NON-PROMOTERS

On November 09, 2012, Promoters and Non-promoters exercised its rights of conversion of 25,00,000 warrants issued on December 21, 2011. Accordingly, 25,00,000 equity shares of face value of Rs. 10 each have been allotted to them.

SHARE CAPITAL

During the year under review, the company had raised its Issued, Subscribed and Paid-up Share Capital from Rs. 750.48 Lacs to Rs. 1,000.48 Lacs due to allotment of 25,00,000 equity shares on conversion of 25,00,000 warrants into 25,00,000 equity shares of face value of Rs. 10 each at the premium of Rs. 71 each.

DEFERRED TAX

In terms of Accounting Standard on ''Accounting for Taxes on Income ''(AS-22), a sum of Rs 1,89,08,272/- has been debited to the Profit & Loss Account being De- ferred Tax Liability for the year under review. CEBPL is already a member of BSE and NSE and during the year the broking firm has acquired the membership under the Cash and F&O segment of MCX-SX.

CMBPL in the FY 2012-13 has acquired the membership of National Stock Exchange Limited (NSEL).

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. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in their Annual Report. Accordingly, the Annual Report 2012 -13 does not contain individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. Further, as required under the circular, the Board of Directors has, at its meeting held on 8th August, 2013 passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to the shareholders of the Company seeking such information upon request. These documents will also be available for inspection during business hours at the company’s registered office. The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company’s Subsidiaries attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard (AS) 21 and Accounting Standard (AS) 23, consolidating the CompanyRs.s accounts with its 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 stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual report.

DIRECTORS ELIGIBLE FOR RE-APPOINTMENT/ APPOINTMENT

As per the provisions of article 131, article 132 and article 133 of Articles of Association of the Company and pursuant to section 256 of Companies Act, 1956, Dr Satish Chandra Kulhari, Mr. Debkumar Krishnapada Goswami and Dr. Kalimohan Bhattacharya are liable to retire by rotation at the ensuing annual general meeting and being eligible, offers themselves for re-appointment.

CA Pankaj Bhansali, Mr. Alexander Koshy Prince Vaidyan and Mrs. Bhagyam Ramani were appointed as Additional Directors as February 12, 2013 during the Financial Year who will hold office upto the ensuing AGM of the company.

Brief resume of the Directors proposed to be re-appointed/appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the notice along with the 20th Annual Report of the Company.

LISTING OF EQUITY SHARES:

Our Company, at present is listed at the following stock exchange:

The BSE Limited,

P. J. Towers, Dalal Street, Fort,

Mumbai – 400 001

FIXED DEPOSITS

Our Company has not accepted any fixed deposits from public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non Financial Companies (Reserve Bank) Directions, 1966 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Company has received letter from auditor to effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

AUDITORS''REPORT

The Auditors Report to the shareholders does not contain any qualifications. Further, the Notes to the Financial Statements are self-explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company. There was no inflow of foreign exchange during the year under review.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement with stock exchange, a separate section titled ''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 the code of conduct for FY 2013. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is contained in this annual report.

The CEO have certified to the Board with regard to the financial statements and other matters as specified in clause 49 of the listing agreement and the said certificate is included in this annual report.

STATUTORY DISCLOSURES

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

Certificate from auditors of the Company regarding compliance of conditions of Corporate 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 FY2013 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, 2013, the applicable accounting standards have been followed and that there are no material departures from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of profit of the Company for the said period.

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

LOANS AND ADVANCES

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

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the support and the co-operation from the members, Reserve Bank of India, banks and institutions.

The Board of Directors also puts on record its sincere appreciation of the commitment and hard works put in by the management and employees of the Company and wish them for another good year for the Company.

On behalf of the Board of Directors Sd/- Sd/- Kamal Poddar Ajay Kejriwal

Mumbai, August 08, 2013 (Managing Director) (Director)


Mar 31, 2012

The Members of Choice International Limited

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2012.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange Limited, your company has been reporting consolidated results taking into account the results of its subsidiaries. The discussion therefore covers the financial results and other developments during April 1, 2011 to March 31, 2012 in respect of Choice Consolidated comprising- Choice International Limited and its subsidiaries. The consolidated entity has been referred to as 'Choice' or 'Group' or 'Your Group' in this discussion.

Financial Highlights:

1) A Snapshot of Consolidated Financial Performance of Choice International Limited and its subsidiaries for the year is as under: in Lakhs)

Particulars 2011-12 2010-11

Total Income 4810.15 4733.19

Total Expenditure 4304.79 4271.10

Profit Before Tax 505.36 462.09

Provision for Tax (Including Deferred Tax) 139.50 162.02

Profit After Tax before Minority Interest 365.86 300.07

Less/(Add): Share of Minority Interest (0.02) (2.67)

Profit after Tax after Minority Interest 365.88 302.74

Add: Surplus brought forward from previous year 297.01 148.49

Less: Short provision of tax in earlier years/pre-acquisition profit & loss of subsidiaries NIL NIL

Profit available for Appropriations 662.89 451.23 Less: Appropriations:

Transfer to General Reserve (5.55) NIL

Transfer to Statutory Reserve (20.00) (67.00)

Proposed Dividend (75.04) (75.04)

Dividend Distribution Tax on Proposed Dividend (12.29) (12.17)

Add: Reversal of accumulated loss on disposal of subsidiary 3.58 NIL

Surplus carried forward 553.59 297.01

(Rs in Lakhs)

Particulars 2011-12 2010-11

Segment wise information is as under:

NBFC Operations 2226.92 3143.04

Broking Services 439.95 9.71

Investment Banking Services 1620.85 1561.75

Outsourcing 527.10 7.90

4814.82 4722.42

Less: Inter Segment Revenue 32.22 0.11

Net Income from Operations 4782.60 4722.31

Less: Interest Expenses 262.03 103.62

Unallocable Expenses 278.57 859.76

Add: Other Income 1.66 1.69

Total Income 505.36 462.09

2) A snapshot of the standalone financial performance of Choice International Limited is as under:

(Rs in Lakhs)

Particulars 2011-12 2010 -11

Total Income 2401.87 4705.17

Total Expenditure 2264.60 4213.94

Profit Before Tax 137.27 491.23

Provision for Tax (including Deferred Tax) 38.62 159.73

Profit After Tax 98.65 331.50

Add: Surplus brought forward from previous year 354.11 176.83

Less: Short provision of tax in earlier years NIL NIL

Profit available for Appropriations 452.76 508.33 Less: Appropriations:

Transfer to Statutory Reserve (20.00) (67.00)

Proposed Dividend (75.04) (75.04)

Dividend Distribution Tax on Proposed Dividend NIL 12.17

Surplus carried forward 357.72 354.11

Results of Operations:

On Consolidated basis, the company's revenues increased by 1.60% to Rs.4810.15 lakhs , on a slower pace as compared to Rs.4734.06 lakhs in the last financial year, whereas fees based income of the company has substantially increased by 62.36% to Rs.2556.46 lakhs as compared to Rs. 1574.54 lakhs in the last financial year. During the year the income is primarily generated by broking business and outsourcing business. The income from broking business has increased from Rs.9.71 lakhs to Rs.439.95 lakhs in the current financial year. The income from outsourcing business increased from Rs.7.90 lakhs to Rs.527.10 lakhs in the current financial year. The Profit after tax has increased by 21.93% to Rs.365.86 lakhs as compared to Rs.300.07 lakhs in the last financial year. During the year under review, the management decided to shift the entire investment banking business under the ambit of its subsidiary company 'Choice Capital Advisors Private Limited (CCAPL)'. This has significantly affected the profitability of the company on standalone basis. On standalone basis, revenues for the year were Rs.2401.87 lakhs, a decline of 48.95% compared toRs.4705.18 lakhs in the last financial year.

The consolidated financial statements prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements' prescribed by the Companies (Accounting Standards) Rules,2006, forms part of this Annual Report and are reflected in the consolidated accounts of the company

Dividend:

Your Directors are pleased to recommend a dividend of 10% i.e. Rs.1/-per Equity Share for the financial year ended March 31, 2012, amounting to Rs.75.04 lakhs. The dividend, as recommended by the Board, if sanctioned at the meeting, will be paid after September 28, 2012 to those members or their mandates whose names are registered on the Company's Register of Members:

a. As beneficial owner as the end of business on September 25, 2012 as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in respect of the shares held in electronic form, and

b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before September 25, 2012.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations.

Reserves:

The company in the year 2011-12 has appropriated a sum ofRs. 20 Lakhs towards Reserve Fund under Sec 45- IC of Reserve Bank of India Act, 1934

Deferred Tax:

In terms of Accounting Standard on Accounting for Taxes on Income '(AS-22), a sum of Rs.31.82 lakhs has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Shifting of Registered Office:

The Company has shifted its registered office from 202, Chartered House, Dr. C.H. Street, Marine Lines, Mumbai - 400 002 to "Shree Shakambhari Coporate Park, Plot No. 156-158, Chakravarti Ashok Society, J. B. Nagar, Adhere (East), Mumbai - 400 099" w.e.f. October 6, 2011.

Issue of Warrants convertible into Equity Shares:

In December 2011, your company has issued 25,00,000 lakhs warrants, priced atRs.81/- each, entitling the warrant holder to convert each of them into a single equity share of the company within eighteen months from the date of allotment.

Subsidiaries:

The company has six subsidiaries during the year under review. They are

- 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

During the year under review, the company has shifted its entire Investment Banking segment to Choice Capital Advisors Private Limited, a wholly owned subsidiary company to focus full fledge on investment banking activity. The company disposed off its equity stake of 52.38% in Choice Realty Private Limited to Choice Infra Ventures Limited (i.e. formerly known as Zenu InfoTech Limited) in July 2011. Consequently, Choice Realty Private Limited ceases to be a subsidiary of the company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet, and Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011 -12 does not contain the financial statements of our subsidiaries.

Further, as required under the circular, the Board of Directors has, at its meeting held on August 14, 2012, passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of the subsidiaries will be made available to any shareholder of the Company seeking such information upon request. These documents will also be available for inspection during business hours at the company's registered office. The same will also be published on our website, www.choiceindia.com

The Statement pursuant to Section 212 of Companies Act, 1956, containing details of the Company's Subsidiaries attached herewith.

New Memberships

Choice Capital Advisors Private Limited, a wholly owned subsidiary of the Company has been registered with Securities Exchange Board of India as Category - I Merchant Banker on September 30, 2011, to carry on the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management.

Choice Equity Broking Private Limited, a wholly owned subsidiary of the Company has been registered as a Market Maker in SME Segment of Bombay Stock Exchange.

Choice Merchandise Broking Private Limited, a wholly owned subsidiary of the company contemplates to apply for the membership with NSEL(National Spot Exchange Limited) so as to enable the customers to trade in the commodities Spot market.

Management Discussion and Analysis

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

Directors:

None of the directors has resigned or joined the Board since the Last Annual General Meeting :

- CA. Ajay Kejriwal and CA. Manak Chand Daga , Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

A brief resume of each of these Directors furnished in the Annexure to the Notice convening the ensuing Annual General Meeting.

Listing of Equity Shares:

Your Company, at present, is listed at the following stock exchange:

- The Bombay Stock Exchange Limited P. J. Towers, Dalai Street

Fort, Mumbai - 400 001.

Fixed Deposits:

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

Auditors' Report:

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors:

The Auditors, Gupta Sham & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received letter from auditor to effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

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 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

There was no inflow of foreign exchange during the year under review. Details of the foreign exchange outflow are given in the Notes to Accounts.

Corporate Governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof, forms part of the Annual Report.

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:

i. In preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been 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 as at March 31, 2012, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

Loans and Advances:

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

Acknowledgement:

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company. The company is looking forward for continued support in the future.

For and On behalf of the Board of Directors

Sd/- Sd/-

Kamal Poddar Ajay Kejriwal Managing Director Director

Mumbai, August 14, 2012


Mar 31, 2011

The Members of choice international Limited

The Directors have the pleasure in presenting the Eighteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2011.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange Limited, your company has been reporting consolidated results taking into account the results of its subsidiaries. The discussion therefore covers the financial results and other developments during April 1, 2010 to March 31, 2011 in respect of Choice Consolidated comprising- Choice International Limited and its subsidiaries. The consolidated entity has been referred to as 'Choice' or 'Group' or 'Your Group' in this discussion.

Financial Highlights:

1) The consolidated financial Performance of choice international Limited and its subsidiaries:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 4733.19 3473.43

Total Expenditure 4271.10 3102.32

Profit Before Tax 462.09 371.11

Provision for Tax (Including Deferred Tax) 162.02 131.45

Profit After Tax before Minority Interest 300.07 239.66

Less: Share of Minority Interest (2.67) (0.02)

Profit after Tax after Minority Interest 302.74 239.68

Add: Surplus brought forward from previous year 148.49 0.84

Less: Short provision of tax in earlier years/pre- acquisition profit & loss of subsidiaries NIL (0.02)

Profit available for Appro -priations 451.23 240.54

Appropriations:

Transfer to Statutory Reserve 67.00 54.00

Proposed Dividend 75.04 32.52

Dividend Distribution Tax on Proposed Dividend 12.17 5.53

Surplus carried forward 297.01 148.49

Segment wise information is as under:

(Rs. in Lakhs)

2010-11

NBFC Operations 3147.87

Broking Services 10.57

Investment Banking Services 1556.08

Unallocated 7.90

4722.42

Less: Inter Segment Revenue 0.11

Net income from Operations 4722.31

Add. Other Income 10.88

Total income 4733.19

2) A snapshot of the standalone financial performance of choice international Limited is as under:

(Rs. in Lakhs)

2010-11 2009-10

Total Income 4705.17 3469.84

Total Expenditure 4213.94 3070.38

Profit Before Tax 491.23 399.46

Provision for Tax (including Deferred Tax) 159.73 131.34

Profit After Tax 331.50 268.12

Add: Surplus brought forward from previous year 176.83 0.88

Less: Short provision of tax in earlier years NIL 0.12

Profit available for Appropriations 508.33 268.89

Appropriations:

Transfer to Statutory Reserve 67.00 54.00

Proposed Dividend 75.04 32.52

Dividend Distribution Tax on Proposed Dividend 12.17 5.53

Surplus carried forward 354.11 176.84

Results of Operations:

On Consolidated basis, the Company's income increased by 36.27% to Rs 4733.19 Lakhs and the EBITDA increased by 58.37% to Rs 645.15 lakhs. The growth is primarily driven by our core investment activities and the investment banking business. The broking business had commenced in the mid of the fiscal 2010-11, hence the income from broking business is minuscule. The profit after tax has increased by 26.31% to Rs. 302.74. Further the marketing and distribution expense increased from Rs. 64.59 lakhs to Rs.125.77 lakhs with a strategy to increase the awareness about the services provided by the company. The consolidated financial statements prepared in accordance with the 'Accounting Standard 21 - Consolidated Financial Statements' prescribed by the Companies (Accounting Standards) Rules,2006, forms part of this Annual Report and are refected in the consolidated accounts of the company.

Dividend:

Your Directors are pleased to recommend a dividend of 10% i.e. Rs. 1/-per Equity Share for the financial year ended March 31, 2011, amounting to Rs. 75.04 lakhs. The dividend, as recommended by the Board, if sanctioned at the meeting, will be paid after September 30, 2011 to those members or their mandates whose names are registered on the Company's Register of Members:

a. As beneficial owner as the end of business on September 26, 2011, as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in respect of the shares held in electronic form, and

b. As members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before September 26, 2011.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals and the shareholders' aspirations.

Reserves:

The company in the year 2010-11 has appropriated a sum of Rs. 67.00 Lakhs towards Reserve Fund under Sec 45-IC of Reserve Bank of India Act, 1934

Deferred Tax:

In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS-22), a sum of Rs 90.35 lakhs has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Increase in Share capital:

During the year, we issued 10,00,000 warrants convertible into equity shares of Rs. 10/- each at a price of Rs. 158/- to promoters and others under the SEBI (ICDR) Regulations, 2009 on preferential basis. On March 25, 2011, the promoters and others had been allotted equity shares on conversion of warrants. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from Rs. 65048000 to Rs. 75048000 as at March 31, 2011.

Increase in Presence:

We are pleased to inform that during the period under consideration, the company has launched its operations in Ahmedabad with opening its branch office. The branch network is expected to serve as an integrated channel for retail asset origination and distribution of third party products.

New Memberships:

Choice Equity Broking Private Limited, a wholly owned subsidiary of the Company, received the membership as Depository Participant with CDSL from SEBI during the year under review. Further the company also became members of Credit Information Bureau of India.

Subsidiaries:

The company has seven subsidiaries during the year under review. They are

- 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 Realty Private Limited

During the year under review, the company has made further investments of Rs. 504 lakhs and Rs. 40 lakhs in Choice Capital Advisors Private Limited and Choice Equity Broking Private Limited. The company disposed off its equity stake of 52.38% in Choice Realty Private Limited to Choice Infra Ventures Limited (i.e. Formerly known as Zenu Infotec Limited) in July 2011. Consequently, Choice Realty Private Limited ceases to be a subsidiary of the company.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet, and Profit & Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8,2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010- 11 does not contain the financial statements of our subsidiaries.

Further, as required under the circular, the Board of Directors has, at its meeting held on August 12, 2011, passed a resolution giving consent for not attaching the balance sheet of the subsidiary companies. The audited annual accounts and related information of our subsidiaries, where applicable upon request. These documents will also be available for inspection during business hours at our registered office in Mumbai, India. The same will also be published on our website, www. choiceindia.com

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

Directors:

Following are the changes in the Directorate of the company:-

- Mr. Ajay Kejriwal and Mrs. Hemlata Poddar were appointed as a Non-Executive Director of the Company at the 17th Annual General Meeting held on July 30, 2010.

- Mr. Brij Mohan Agarwal and Mr. Manak Chand Daga were appointed as an Independent Director of the Company at the 17th Annual General Meeting held on July 30,2011.

- Mr. Debkumar Goswami and Dr. Kali Mohan Bhattacharya was appointed as an Additional Director of the company at the Board Meeting held on May 30, 2011 and holds office till the ensuing Annual General Meeting and being eligible, offers themselves for appointment at the ensuing Annual General Meeting.

Resolutions seeking your approval for the appointment of Mr. Debkumar Goswami and Dr. Kali Mohan Bhattacharya have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief about them.

Listing of equity Shares:

Your Company, at present, is listed at the following

stock exchange:

- The Bombay Stock Exchange Limited P. J. Towers, Dalal Street Fort, Mumbai - 400 001.

Fixed Deposits:

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

Auditors' Report:

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors:

The auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

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 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

There was no inflow of foreign exchange during the year under review. Details of the foreign exchange outflow are given in the Notes to Accounts.

corporate governance:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof, forms part of the Annual Report.

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:

i. In preparation of the annual accounts for the financial year ended March 31,2011, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act , 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2011 on a' going concern' basis.

Loans and Advances:

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

Green initiative:

In the current year, we have started a sustainability initiative with the aim of being green and minimizing our impact on the environment From this year onwards, we are publishing only the statutory disclosures in the print version of the Annual Report prepared in compliance of the Companies Act, 1956. Additional details are available on our website www.choiceindia.com

Acknowledgement:

Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to achieve remarkable growth. The Board also acknowledges the unstinted support of the customers, suppliers, investors, bankers, Central and State Governments and other statutory authorities and others associated with the Company. The company is looking forward for continued support in the future.

On behalf of the Board of Directors



Sd/- Kamal Poddar Managing Director

Mumbai, August 12, 2011








Mar 31, 2010

The Directors have the pleasure in presenting the Seventeenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31,2010.

In line with the requirement of the Listing Agreement with the Bombay Stock Exchange, your Company has been reporting consolidated results -taking into account the results of its subsidiaries. This discussion therefore covers the financial results and other developments during April 09- March 10 in respect of Choice Consolidated comprising-Choice International Limited and its subsidiaries. The consolidated entity has been referred to as Choice or Group or Your Group in this discussion.

Financial Results

I) Consolidated Financial Results of Choice International Limited and its Subsidiaries: (Rs in Lakhs)

Particulars 2009-10

Total Income 3473.42

Total Expenditure 3102.31

Profit Before Tax 371.10

Provision for Tax (Including Deferred Tax and Fringe Benefit Tax) 131.44

Profit After Tax before Minority Interest 239.66

Less: Share of Minority Interest (0.02)

Profit after Tax after Minority Interest 239.68 Earnings Per Equity Share (Face Value - Rs 10/-)

Basic (Rs) 3.93

Diluted (Rs) 3.93

I) Standalone Financial Results of Choice International Limited: (Rs in Lakhs)

2009-10 2008-09

Total Income 3469.83 188.49

Total Expenditure 3070.37 168.23

Profit Before Tax 399.46 20.25

Provision for Tax (including Deferred Tax and Fringe Benefit Tax) 131.33 5.84

Profit/Loss After Tax 268.13 14.41

Add: Surplus brought forward from previous year 0.88 (5.92)

Less: Short provision of tax in earlier years 0.12 0.00

Profit available for Appropriations 268.89 8.49

Appropriations:

Transfer to Statutory Reserve 54.00 0.00

Proposed Dividend 32.52 6.50

Dividend Distribution Tax on Proposed Dividend 5.53 1.11

Surplus carried forward 176.84 0.88

Results of Operations

The year under review was a transformational year for the Company. We are pleased to inform you that with foresight and dynamic business strategy, your company has fared positively, despite the economic slowdown.

During the year, the Company has scaled new heights and set several new benchmarks in terms of profits, net worth and assets. Turnover for the year was Rs 3454 Lakhs against 184 Lakhs in the previous year. The income from NBFC activity was higher by 14.77 times at Rs 2645 lakhs Your Company has ventured into new area of business such as Investment Banking, Corporate Advisory, Debt Syndication, etc,... The fee based income generated in the first year of operations of these activities is Rs 809 lakhs, which is commendable in itself.

The Profit after tax for the year was Rs 268 lakhs as against Rs 14 lakhs.

Reserves

The company in the year 2009-10 has appropriated a sum of Rs 54.00Lakhs towards Reserve Fund under Sec 45-IC of Reserve Bank of India Act, 1934

Deferred Tax

In terms of Accounting Standard on Accounting for Taxes on Income (AS-22) a sum of Rs 26.33 lakh has been debited to the Profit & Loss Account being Deferred Tax Liability for the year under review.

Dividend

The Earnings per Share (EPS) of the Company has risen to Rs 4.39 during the year 2009-10 from Rs 0.36 in the previous year. Looking to the overall improvement in performance and the growth outlook for the current year, the Directors recommend dividend of Rs 0.50 per share of Rs 10/-each for the year ended March 31,2010.(Dividend for the year 2008-09 was Rs 0.10 per equity share of Rs10/- each.)The Company shall pay tax on the amount of dividend paid, which will be tax- free in the hands of the shareholders.

Increase in Share Capital

During the year, we issued 25,00,000 equity shares to promoters and others under the Securities Exchange Board of India (Disclosure and Investor Protection) guidelines on preferential basis. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from 40,04,800 to 65,04,800 shares as at March 31,2010.

Finance

During the year under review, the shareholders of the Company had approved borrowing upto an aggregate amount of Rs 50 crores, under section 293(1) (d) of the Companies Act, 1956.

Opening of Branches

During the fiscal 2009-10, your company in accomplishing its vision to become an integrated financial services provider having pan India presence has launched its operations in four metro cities of India through its Branches. Your Board expects our branches to become the key points of customer acquisition and service. The branch network is expected to serve as an integrated channel for retail asset origination and distribution of third party products.

Infrastructure Development

The company has entered into Memorandum of Understanding for purchase of Building with the intended use as Group Corporate Office located at J.B.Nagar, Andheri (East), New Commercial Hub in Mumbai.

Acquisition:

Choice Insurance Brokers Private Limited was formerly known as "Ryder Consultancy Private Limited". The company was almost dormant with no activity till May 2009, when a management takeover was done by Choice International Limited in June, 2009 with an idea of transforming the company into the most respected and reliable insurance service provider in India.

Presently, Choice International Limited holds 98.03% equity shareholding in the company, thus becoming subsidiary of your company.

Zenu Infotec Limited

Pursuant to Sale and Purchase Agreement dated September 25,2009 (SPA) executed with promoters, your company has acquired 30.38% equity shareholding in the Company thus becoming a associate company. Presently, Zenu Infotec Limited is engaged in the business of Software sales and consultancy services. The consolidated statement does not include the figures pertaining of Zenu Infotec Limited as the accounts of the company have not being finalized.

Subsidiaries

During the year under review the following subsidiary companies were incorporated to enable the company to venture into other area of business.

Choice Equity Broking Private Limited

Choice Equity Broking Private Limited was incorporated as a wholly owned subsidiary of Choice International limited on January 9,2010 to provide equity broking and currency derivatives and research services, as well as marketing of equity related products.

The subsidiary is the corporate member of both the Bombay stock Exchange Limited and the National Stock Exchange of India Limited in cash, Futures and options and currency derivatives segment.

The Company is also a member of MCX-Sx in the currency derivatives segment.

Choice Merchandise Broking Private Limited

Choice Merchandise Broking Private Limited was incorporated as a wholly owned subsidiary of Choice International Limited on January 12, 2010 to provide trading platform options in both agri and non agri commodities for Exchange based commodity trading backed by incisive dedicated research.

The subsidiary is the corporate member of Multi Commodity Exchange of India Limited, National Commodity and Derivatives Exchange Limited and Indian Commodity Exchange Limited.

Choice Capital Advisors Private Limited

Choice Capital Advisors Private limited was incorporated as a wholly owned subsidiary on January 1, 2010 with motto to venture into the area of merchant banking activities. In order to sustain the above plans, your Company contemplates to apply for the SEBI Merchant Banking Category 1 license in the nearterm.

Choice Wealth Management Private limited

Choice Wealth Management Private Limited was incorporated as a wholly owned on January 6, 2010.The subsidiary company is founded on a strong philosophy and a belief, that expertise and guidance is fundamental to wealth management. The subsidiary company was set up for providing investment advisory services, financial planning and distribution of Mutual fund to HNI and retail clients. The subsidiary company is an AMFI registered Mutual fund Distributor for providing the aforesaid services.

Choice Business Services Private Limited

Choice Business Services Private Limited was incorporated as a wholly owned subsidiary of your company on January 6,2010 with the sole motto of providing customized outsourcing solutions focused on two core areas of capability: knowledge and process outsourcing and finance and accounting outsourcing. Your company aspires to combine its expertise in these areas to capture the opportunities available in the market while providing tailored services to clients professionally, simultaneously building a new stream of revenue for the company.

Choice Realty Private Limited

Choice Realty Private Limited was incorporated as a wholly owned subsidiary of your company on January 6, 2010 with a solo motto to capture the opportunities in the real estate sector.

Further your company has diluted 47.62 % stake in March 2010 so as to argument funds for the subsidiaries expansion plans. Thus, your companys stake in the subsidiary as on March 31,2010 is 52.38%

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors Report, Balance Sheet, and Profit and Loss account of our subsidiaries. We had applied to the Government of India for an exemption from such an attachment as we present the audited consolidated financial statements in the Annual Report. The Government of India has granted us an exemption from complying with Section 212. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. The audited annual accounts and related information of subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during the business hours at our registered office in Mumbai, India.

Directors

Following are the changes in the Directorate of the company:-

Mrs. Sujata Chattopadhyay, Mr. Mukesh Agarwal, Mr. Govind Patodia were appointed as Independent Directors of the Company at the 16th Annual General Meeting held on September 30,2009.

Mr. Arihant Pamecha was appointed as an Additional Director of the company at the Board Meeting held on October 30,2009.

Mr. Mukesh Agrawal.Mrs. Sujata Chattopadhyay, Mr.Govind Patodia and Mr. Arihant Pamecha has resigned from the Board w.e.f. October 30,2009, January 30,2010 , January 30,2010 and March 26,2010 respectively. The Board places on record its sincere appreciation of the valuable services rendered by them during their tenure.

Mrs. Hemlata Poddar, Mr. Manak Chand Daga and Mr. Brij Mohan Agarwal and Mr. Ajay Kejriwal were appointed as Additional Directors of the Company at the Board Meeting held on January 30,2010 and May 29,2010 respectively holds office till the ensuing Annual General Meeting and being eligible, offers themselves for appointment at the ensuing Annual General Meeting. Resolutions seeking your approval for the appointment of Mrs, Hemlata Poddar, Mr. Manak Chand Daga, Mr.Brij Mohan Agarwal and Mr. Ajay Kejriwal have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief about them.

Appointment of Company Secretary and Compliance Officer

Mr. Mahavir Prasad Toshniwal, possessing the required qualification, was appointed as the Company Secretary and Compliance Officer of the Company with effect from January 30,2010.

Management Discussion and Analysis

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

Consolidated Financial Results

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference.

Fixed Deposits

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

Auditors Report

The Auditors Report to the shareholders does not contain any qualifications. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

Auditors

The auditors, Gupta Shyam & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

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 are not applicable to the company. Further, there were no foreign exchange earnings or outgo during the year under review.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

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:

i. In preparation of the annual accounts for the financial year ended March 31,2010,the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting fraud and other irregularities; and iv. The Directors have prepared the accounts for the financial year ended March 31,2010 on a going concern basis.

Acknowledgement

The Board of Directors wishes to place on record appreciation for the continued support and co-operation extended by Banks, Securities and Exchange Board of India, the Reserve Bank of India, the Stock Exchanges, other government authorities and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors

Kamal Poddar Managing Director

Mumbai, May 29, 2010



 
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