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
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