Mar 31, 2014
To the Members
The Directors have pleasure in presenting the Twenty Second Annual
Report on the business and operations of the Company together with the
audited statement of accounts for the year ended March 31,2014.
Financial Highlights:
A snapshot of the Related & Consolidated financial performance summary
of Choice Infra Ventures Limited for the year 2013-14 summarized below:
(Rsin Lakhs)
Paticular Year ended Year ended
Total Income 4363.07 3135.71
Total Expenditure 4233.50 3009.88
Profit Before Tax 129.57 125.83
Provision for Tax 41.99 41.33
Profit After Tax 87.58 84.50
Add: Surplus brought forward during the year 142.78 58.28
Profit available for Appropriations 87.57 84.50
Appropriations: Nil Nil
Surplus carried forward 230.35 142.78
Results of Operations:
The global economic climate posed several challenges, but we made the
best use of our resources and abilities for growth. The overall
performance for the year spelled growth, both for us and for our
clients. During the financial year the Company''s Gross Income was Rs.
4363.07 Lakhs. The Profit before Tax for the FY 2013-14 increased by
2.97% to Rs.129.57 Lakhs as against Rs.125.83 Lakhs in FY 2012-13. The
Net Worth of the Company as on March 31, 2014 was Rs.3173.11Lakhs as
against Rs.3085.54 Lakhs as on March 31,2013.
Dividend:
In order to conserve the resources, your Directors does not recommend
any dividend for the year ended March 31,2014. Deferred Tax:
In terms of Accounting Standard on ''Accounting for Taxes on Income
''(AS -22) a sum of'' 0.69 Lakhs has been debited from the Profit &
Loss Account being Deferred Tax Liability for the year under review.
Public Deposits and Loans/Advances:
During 2013-14, your Company has not accepted any deposits from the
public within meaning of Section 58A of the Companies Act, 1956.
Pursuant to Clause 32 of the Listing Agreement, the particulars of
loans/advances given to subsidiaries have been disclosed in the Annual
Accounts of the Company.
Subsidiary Company:
Your company has one subsidiary company Choice Realty Private Limited
pursuant to Section 370 of Companies Act, 1956.
As required under the provisions of Section 212 of the Companies Act,
1956, a statement of the holding company''s interest in the subsidiary
companies is attached as and form part of this report.
In view of the general exemption under section 212(8) of Companies Act,
1956 granted by Central Government vide MCA circular No.2/2011 dated
8th February, 2011 the required disclosures in respect of subsidiary
companies are not enclosed along with this report. However, we
undertake that annual accounts of the subsidiary companies and the
related detailed information shall be made available to shareholders of
the holding and subsidiary companies seeking such information at any
point of time. The annual accounts of the subsidiary companies shall
also be kept for inspection by any shareholders in the Registered
Office of the company and of the subsidiary companies concerned on
working day during business hours. The consolidated Financial Statement
presented by the Company includes financial results of its
subsidiaries.
Operations and Management Discussion & Analysis:
The current year''s operations are covered in the Management
Discussion and Analysis Report. This Management Discussion and Analysis
Report, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, is presented in a separate section forming part of
this annual report.
Corporate Governance:
The Report on Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement, forms part of this Annual Report.
Particulars Of Employees:
There were no employees drawing remuneration more than prescribed under
Section 217(2A) of the Companies Act, 1956.
Energy Conservation, Technology Absorption And Foreign Exchange
Earnings And Outgo:
In view of the nature of activities which are being carried on by the
company, Rules 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.
Further, there were no foreign exchange earnings or outgo during the
year under review.
Directors:
In light of the provisions of section 152 of the Companies Act, 2013,
CA Arunkumar Poddar (DIN : 02819581), 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 Independent Directors shall
not be liable to retire by rotation and pursuant to clause 49 of the
Listing Agreement with Stock Exchanges (to come into force w.e.f. 1
October, 2014), a person who has already served as an independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of his present term,
for one more term of up to five years only. Hence, Mr. Hasmukh Mehta,
Mr. Rameshchandra Purohit and Mr. Lalit Megnhnani are proposed to be
appointed for a period 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.
CA Govind Ram Patodia has retired as director in the company with
effect from September 16, 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
CA Govind Ram Patodia 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 22nd Annual Report of the
Company.
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 the 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;
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 31,2014 and of Profit of the
Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of
their 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 31,2014 on a ''going concern'' basis. Auditors:
The Statutory Auditors M/s Agarwal Desai & Shah, Chartered Accountants,
having Firm Registration No124850W, holds office until the conclusion
of the 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 M/s Agarwal Desai & Shah, 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 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 hence does not require any comments on the same. 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.
Establishment Of 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
started working on formulation of 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.
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 has an
agreement with the CDSL for e-voting facilities. This facility will be
made available to all the members in financial year 2014-15.
Acknowledgment:
The Directors wish to express their appreciation of the continued
support of the financial institutions, banks, government authorities,
customers, vendors, members and other stakeholders during the year
under review. The Directors also wish to thank employees at all levels
for their contribution and co-operation throughout the year.
By Order of the Board of Directors
Sd/- Sd/-
Kamal Poddar Arunkumar Poddar
(Managing Director) (Director)
DIN: 01518700 DIN: 02819581
Place: Mumbai
Date: August 14, 2014
Mar 31, 2012
The Directors have pleasure in presenting the Twentieth Annual Report
on the business and operations of the Company together with the audited
statement of accounts for the year ended March 31, 2012
Financial Highlights:
A snapshot of the standalone financial performance summary of Choice
Infra Ventures Limited for the year 2011-12 summarized below:
(Rs. in Lacs)
Particulars Year Ended
31.03.2012 Year Ended
31.03.2011
Total Income 483.43 33.25
Total Expenditure 438.15 28.40
Profit Before Tax 45.28 4.85
Provision for Tax 13.99 1.06
Profit After Tax 31.29 3.80
Add : Surplus brought forward during
the year 26.99 23.19
Profit available for Appropriations 58.28 26.99
Appropriations: Nil Nil
Surplus carried forward 58.28 26.99
Results of Operations:-
Fiscal 2012 was a year of new explorations for us. The global economic
climate posed several challenges, but we made the best use of our
resources and abilities for growth. The overall performance for the
year spelled growth, both for us and for our clients. The total income
of the company has increased from Rs. 3,325,084 in FY 2010-11 to Rs.
48,342,824 in FY 2011-12.
Dividend:
In order to conserve the resources, your Directors did not recommend
any dividend for the year ended March 31, 2012.
Deferred Tax:
In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS
-22) a sum of Rs. 1.58 Lacs has been debited from the Profit & Loss
Account being Deferred Tax Liability for the year under review.
Public Deposits and Loans/Advances:
During 2011-12, Your Company has not accepted any deposits from the
public within meaning of Section 58A of the Companies Act, 1956.
Pursuant to Clause 32 of the Listing Agreement, the particulars of
loans/advances given to subsidiaries have been disclosed in the Annual
Accounts of the Company.
Increase in Share Capital:
During the year under review, the company has issued 1,00,00,000
warrants convertible into equity shares of Rs. 10 each at a price of Rs. 24
to promoters and others under the SEBI (ICDR) Regulations, 2009 on
preferential basis. On October 1, 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. 5,12,76,000 to Rs. 15,12,76,000 as at March 31, 2012.
Change in Registered Office:
During the year, your 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, Andheri (East), Mumbai - 400 099 w.e.f. October
06, 2011.
Change in the Name of the Company:
The Board at their meeting held on May 07, 2011 approved the change of
name to 'Choice Infra Ventures Limited' and subsequently it was also
approved by the shareholders vide Special Resolution passed in the
Annual General Meeting of the Company held on June 06, 2011.
The name of the Company has been changed to M/s Choice Infra Ventures
Limited w.e.f July 6, 2011 vide certificate of incorporation issued by
ROC. The new name of the Company reflects the new business of the
Company.
Acquisition of Choice Realty Private Limited:
During the year under review, the Company has acquired 52.38% of equity
shares of Choice Realty Private Limited in July 2011. Consequently, M/s
Choice Realty Private Limited is now the Subsidiary of the Company
pursuant to Section 370 of Companies Act, 1956.
As required under the provisions of Section 212 of the Companies Act,
1956, a statement of the holding company's interest in the subsidiary
companies is attached as and form part of this report.
In view of the general exemption granted by Central Government, vide
MCA circular No.2/2011 dated 8th February, 2011 under Section 212(8) of
the Companies Act, 1956, the required disclosures in respect of
subsidiary companies are not enclosed along with this Report. However,
we undertake that annual accounts of the subsidiary companies and the
related detailed information shall be made available to shareholders of
the holding and subsidiary companies seeking such information at any
point of time. The annual accounts of the subsidiary companies shall
also be kept for inspection by any shareholders in the Registered
Office of the company and of the subsidiary companies concerned.
Directors:
Following are the changes in the Directors of the company since the
last Annual General Meeting of the Company held on June 6,2011 :-
- CA. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant Patil,
Mr. Anil N Nairi were appointed as Directors of the Company at the 19th
Annual General Meeting held on June 06, 2011.
- Mr. Chandrakant D Patil retires by rotation and does not offer
himself for reappointment. The Board of Directors of the Company
acknowledges the contribution made by him in the growth of the Company,
during his tenure as a Director of the Company.
- Mr. Anil N Nairi retires by rotation and does not offer himself for
reappointment. The Board of Directors of the Company acknowledges the
contribution made by him in the growth of the Company, during his
tenure as a Director of the Company.
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 the 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.
Appointment of Company Secretary and Compliance Officer:
Mr. Sandeep Likhamania, possessing the required qualification, was
appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. February 7, 2012.
AUDITORS:
M/s. A. P. Sanzgiri & Co., Chartered Accountants, the Statutory Auditor
of the company will retire at the conclusion of the ensuing Annual
General Meeting and they have expressed his unwillingness to be
reappointed as an auditor. In this regard the company has received a
notice from a shareholder proposing the name of M/s Agarwal Desai &
Shah
Chartered Accountants, as auditor in place of M/s. A. P. Sanzgiri &
Co., Chartered Accountants. Members may consider the appointment of M/s
Agarwal Desai & Shah, Chartered Accountants as Statutory Auditors of
the Company from the conclusion of ensuing Annual General Meeting to
the conclusion of next Annual General Meeting.
AUDITORS' REPORT:
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. 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.
LISTING OF SHARES
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
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.
Further, there were no foreign exchange earnings or outgo during the
year under review.
CORPORATE GOVERNANCE REPORT
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.
We have documented our internal policies on corporate governance. In
line with the committee's recommendations, the Management's discussion
and analysis of the financial position of the Company is provided in
this Annual Report.
GREEN INITIATIVE
The Ministry of Corporate Affairs Government of India, through its
Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29,
2011 respectively has allowed companies to send the annual reports and
other official documents to their shareholders electronically as part
of its green initiatives in Corporate, provided the e-mail address of
the shareholder is obtained by the Company from the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit. Keeping in view the above, your Company
proposes to send documents such as the Notice of the Annual General
Meeting, Audited Financial Statements, Directors' Report, Auditors'
Report, etc., henceforth to the shareholders in Electronic Form, to the
e-mail address provided by them and/or made available to the Company by
the Depositories.
The Company solicits active cooperation of shareholders in helping the
Company to implement the e-governance initiatives of the Government
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors, members and other
stakeholders during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services by the employees of the Company. We look forward to continued
support of all these partners in progress.
By Order of the Board of Directors
Sd/-
Place: Mumbai Govind Patodia
Date: August 6, 2012 Director
Mar 31, 2011
The Directors have the 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 31,2011
Performance of the Company (Rs in Lakhs)
Particulars Year Ended as on Year Ended as on
31.03.2011 31.03.2010
Total Income 33.25 27.11
Total Expenditure 28.40 19.85
Profit Before Tax 4.85 7.26
Provision for Tax 1.06 2.25
Profit After Tax 3.80 5.32
Add: Surplus brought forward
during the year 23.19 17.88
Profit available for Appropriations 26.99 23.20
Appropriations: Nil Nil
Surplus carried forward 26.99 23.20
Results of Operations:
Fiscal 2011 was a year of new explorations for us. The global economic
climate posed several challenges, but we made the best use of our
resources and abilities for growth. The overall performance for the
year spelled growth, both for us and for our clients. The revenues of
the company have registered a growth at 22.51% higher as compared to
previous year. Your company has entered into a new business segment
namely Real Estate which has contributed nearly 61.04% of the total
revenues.
Deferred Tax
In terms of Accounting Standard on Accounting for Taxes on Income (AS
-22) a sum of Rs 0.27 lakhs has been credited to the Profit & Loss
Account being Deferred Tax Asset for the year under review.
Dividend
In order to conserve the resources, Your Directors did not recommend
dividend for the year ended March 31,2011.
Management Discussion and Analysis
Statements made in this Management Discussion and Analysis contain
certain forward looking statements based on various assumptions on the
Companys present and future business strategies and the environment in
which it operates. Actual results may vary significantly from the
forward looking statements contained in this document due to various
risks and uncertainties. These risks and uncertainties include the
effect of economic and political conditions in India, new government
regulations and policies that may impact the Companys business as well
as its ability to implement the strategy. The information contained
herein is as of the date referred and the Company does not undertake
any obligation to update these statements.
A. Industry structure and developments
The overall growth of Gross Domestic Product (GDP) at factor cost at
constant prices of Indian Economy, as per Advance Estimates, was 8.6
per cent in 2010-11 representing an increase from the revised growth of
8.0 per cent during 2009-10, according to the Advance Estimate (AE) of
Central Statistics Office (CSO).
Changing economic and business conditions and rapid technological
innovation are creating an increasingly competitive market environment
that is driving corporations to transform their operations. Consumers
of products and services are increasingly demanding accelerated
delivery times and lower prices.
The role of technology has evolved from supporting corporations to
transforming them. There is an increasing need for highly skilled
technology professionals in the markets in which we operate. At the
same time, corporations are reluctant to expand their internal IT
departments and increase costs. Infrastructure development, especially
in emerging and middle-income economies, has become a prominent
development issue, to the point where the current lack of
infrastructure worldwide is a primary roadblock to further economic
growth. Without sufficient power, water and transportation
infrastructure, a host of interrelated issues arise.
There are two sides to the financial equation that governs
infrastructure development. On the one hand are the infrastructure
providers, which include power and water utilities, ports and airport
operators, and authorities responsible for roads and railroads.
Infrastructure providers typically invest substantial amounts of
capital up-front in various infrastructure projects and then receive a
return on their investment over a protracted period of time. Government
infrastructure operators typically make investment and recoup their
investments by other means, including higher tax revenues generated by
the economic growth that sound infrastructure supports.
On the other hand there are the builders. The builders represent
various types of market participants that together constitute the
entire chain of project development, starting with engineering
companies and ending with producers of key raw materials. The builders
are the beneficiaries of the "up-front" spend on an infrastructure
project and have little ongoing financial participation in the project,
except as it pertains to maintenance
The output of Indias six core infrastructure industries, which account
for 26.68 per cent of the countrys total industrial output, grew by
7.1 per cent year-on-year (y-o-y) in January 2011, on account of
healthy production of crude oil, petroleum refinery products and
electricity, according to the data released by the
Ministry of Finance, Department of Economic Affairs. A number of
initiatives were taken in the course of the Eleventh Plan to accelerate
the pace of investment in infrastructure. In particular, the government
has taken several initiatives for standardizing the documents and
processes for structuring and award of PPP projects in a transparent
and competitive manner.
The government increased the allocation for infrastructure spending
during 2011-12 by 23.3 percent to Rs 2.14 lakh crore in the Union
Budget 2011-12.The increase in budgetary allocation for various
infrastructure building activities will provide numerous order booking
opportunities for the companies. At the same time, the move to boost
funding avenues for infrastructure companies through the introduction
of various financing schemes will help companies in the speedy and
timely execution of infrastructure projects.
The continued thrust on infrastructure creation in the Union Budget
2011-12 is expected to ensure a steady stream of order inflows for
construction companies. The Industry is expected to report a healthy
growth in the coming years as well. Greater emphasis on timely
execution of infrastructure projects and robust order books of
companies will help the industry to continue the growth trajectory.
During 2011-12 and 2012-13, the industry sales are expected to be 22.1
% and 20.2 %, respectively
Outlook
Overall, the outlook for the Engineering and Construction business
remains good owing to a robust order book. The Governments commitment
to revitalize the economic scenario through investment in
infrastructure provides immense scope and opportunities to the
business.
Looking at the enormous business potential in the infrastructure, real
estate and construction industry the Board of Directors have come up
with a proposal to enter into this market. The company has already made
an entry into the real estate market in the fiscal 2010-11 and has been
able to achieve good profit margins on the same. Thus, the Board has
proposed to change the business activity from information technology
and IT enabled services to infrastructure and allied services.
The Board of Directors has put the resolution for the change in the
main activity for approval of the shareholders through postal ballot
notice dated May 7,2011. Further to reflect the true nature of
business, the Board has decided to change the name of the company from
"ZENUINFOTEC LIMITED" to "CHOICE INFRA VENTURES LIMITED".
The Board has also inducted new Directors having expertise in the field
of this business segment. Further the company has proposed to issue
warrants convertible into equity shares to meet the financing needs of
the long term projects and working capital requirements of the
business. The details of all the above proposed plans have been laid in
the Notice of Annual General Meeting for your approval.
Key Risks and its Management
The goal of Risk management is to improve the quality and consistency
of the Companys earnings from the financing business and to minimize
losses. This is achieved by identifying risk and controlling it at the
earliest
Internal Controls and their Adequacy
Your Company has adequate internal control systems for business
processes across various profit and cost centers, with regard to
efficiency of operations, financial reporting, compliance with
applicable laws and regulations etc.
Clearly defined roles and responsibilities for all managerial positions
have been institutionalized. The Audit Committee of the Board of
Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements.
The Management Information System (MIS) is the backbone of your
Companys control mechanism. All operating parameters are monitored and
controlled regularly. Any material change in the business outlook is
reported to the Board of Directors. Material deviations from the annual
planning and budgeting, if any, are reported on a quarterly basis to
the Board of Directors. An effective budgetary control on all capital
expenditure ensures that actual spending is in line with the capital
budget.
Human Resources
Your Company believes that its human resources are its greatest wealth.
This intellectual resource is integral to the Companys ongoing
operations and enables the Company to deliver superior performance year
after year. Therefore, it is the endeavour of your Company to nurture
and develop this wealth.
Corporate Social Responsibility
An Internal Environment Policy was finalized by Zenu Infotec Limited
with a view to monitoring and minimizing the carbon footprint through
resource efficiency and conservation.
Directors
Following are the changes in the Directorate of the company:-
- Mr. Devendra Deshmukh, Mr. Ashish Gupta, Mr. Amol Pande, Mr. Hasmukh
Mehta and Mr.AnilGoyal were appointed as Directors of the Company at
the 18th Annual General Meeting of the Company held on September
30,2010.
- Mr. Kan Singh was appointed as the Additional Director of the Company
at the Board Meeting held on December 31,2010
- Mr. Padamchand Dhoot and Mr. Pankaj Dhoot have resigned from the
Board w.e.f. December 31,2010. The Board places on record its sincere
appreciation of the valuable services rendered by them during their
tenure.
- Mr. Hasmukh Mehta retires by rotation and being eligible, offers for
re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement
with the Stock Exchanges, brief resume of the Directors being
reappointed has been provided in the Notice convening the Annual
General Meeting.
- Mr. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil,
Mr. Anil N Nairi were appointed as Additional Directors of the Company
at the Board Meeting held on May 7,2011, 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. Govind
Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil, Mr. Anil N
Nairi have been incorporated in the Notice of the forthcoming Annual
General Meeting along with brief about them.
Appointment of Compliance Officer
Mr. ChandrakantD.Patil was appointed as the Compliance Officer of the
Company with effect from May 7,2011
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 the 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 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 31,2011, 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 agoing concernbasis.
Auditors
The auditors, M/s A. P. Sanzgiri & Co, Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment.
The company has received letters from all of them to the effect their
reappointed, if made, would be within the prescribed limits under
Section 224(IB) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
Said Act.
Auditors Report
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. 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.
Listing of Shares
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
Public Deposits
During 2010-11, Your Company has not accepted any deposits from the
public within meaning of Section 58A 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.
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.
We have documented our internal policies on corporate governance. In
line with the committees recommendations, the Managements discussion
and analysis of the financial position of the Company is provided in
this Annual Report.
Acknowledgement
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors, members and other
stakeholders during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services by the employees of the Company. We look forward to continued
support of all these partners in progress.
For and On behalf of the Board of Directors
Sd/-
Govind Patodia
Director
Mumbai, May 7, 2011
Mar 31, 2010
If the events of the last two years have brought us face to face with
one reality, it is that enterprises need to be made future-proof. Even
if the worst of times is behind us, the best of times will be ours only
if we can seize the right opportunities.
We hope to see you in a better tomorrow.
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, 2010.
Performance of the Company
Fiscal 2010 was a tough year for the industry. The economic environment
became challenging in all the major markets where we operated.
Our consolidated revenues for fiscal 2010 stood at Rs. 27.11 Lacs, as
compared to Rs. 33.53 Lacs in 2008-09. The profit after tax and
exceptional item for the year stood at Rs. 5.32 Lacs, as compared to
Rs. 8.62 Lacs in 2008-09.
Closing a challenging year, we raise a toast to all our stakeholders
who have always stood by us: You, our shareholders, clients, partners
and employees. We thank you for your continued support and look forward
to the same in the future.
Dividend
In order to conserve the resources, Your Director s did not recommend
dividend for the year ended March 31, 2010.
Public Deposits
During 2009-10, Your Company has not accepted any de posits from the
public within meaning of Section 58A of the Companies Act, 1956.
Change in Registered Office
During the year your company has shifted its registered office from :
Shop No.4, Prathmesh Leela, New Link Road, Opp. Don Bosco School,
Borivali (West), Mumbai to 202, Chartered House, Dr. C. H. Street,
Marine Lines, Mumbai - 400002.
Listing of Shares
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
Directors
Following are the changes in the Directors of the company:- - Mr. Kamal
Poddar was appointed as nominee director of Choice International
Limited at the Board Meeting held on February 16, 2010.
- Mr. Devendra Deshmukh, Mr. Ashish Gupta and Mr. Amol Pande were
appointed as additional directors of the Company at the Board Meeting
held on February 16, 2010.
- Mr. Rameshwar Modi and Mr. Ramawatar Shekhawat has resigned from the
Board of Directors w.e.f. April 15, 2010. The Board places on record
its sincere appreciation of the valuable services rendered by them
during their tenure as the Director of the Company.
- Mr. Hasmukh Mehta and Mr. Anil Goya l, were appointed as Additional
Directors of the Company at the Board meeting held on April 15, 2010.
- Mr. Pankaj Dhoot retires by rotation and being eligible, offers for
re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement
with the Stock Exchanges, brief resume of the Directors being
reappointed has been provided in the Notice convening the Annual
General Meeting.
Auditors Report
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. 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.
Auditors
M/s. Shyam C. Agarwal & Co., Chartered Accountants, the Statutory
Auditor of the company will retire at the conclusion of the ensuing
Annual General Meeting and they have expressed his unwillingness to be
reappointed as an auditor. In this regard the company has received a
notice from a shareholder proposing the name of M/s. A. P. Sanzgiri &
Co. Chartered Accountants, as auditor in place of M/s. Shyam C. Agarwal
& Co., Chartered Accountants. Members may consider the appointment of
M/s. A. P. Sanzgiri & Co., Char tered Accountants as Statutory Auditors
of the Company from the conclusion of ensuing Annual General Meeting to
the conclusion of next Annual General Meeting.
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.
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.
We have documented our internal policies on corporate governance. In
line with the committees recommendations, the Managements discussion
and analysis of the financial position of the Company is provided in
this 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 the 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 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 31,2010, 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 Ãgoing 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
Sd/-
Mumbai, Padamchand Dhoot
September 2, 2010 Managing Director
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