DIRECTORS’ REPORT Dear Members, Your 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 Ashok Society, 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 DIVIDEND: The Board has recommended a dividend of Rs. If-(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 ARRANGMENTS 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 ARRANGMENTS 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 into by the Company are disclosed in Form AOC -2 attached as Annexure MATERIAL CHANGES AND COMMITMENTS IF ANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY During the Year under review following a re 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 AN D 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: 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 AG M and future thereafter. INTERNALAUDIT 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 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 iii) *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 THECOMMITTEE OF THE BOARD Composition of Audit Committee, Nomination and Remuneration Committeeand 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 Company 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, TECHNOLOGY ABSORPTION 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 EARN INGS 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 cha llenges. 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 sincere 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/- Kamal Poddar (Managing Director) DIN: 01518700 Sd/- Ajay Kejriwal (Director) DIN: 03051841 Mumbai, August 11,2015 |