Dear Members,
The Directors are pleased to present the 30th Annual Report detailing the Business
& Operations of your Company Choice International Limited ("the Company" or
"Choice") along with the Audited Financial Statements both Standalone &
Consolidated for the Year ended March 31, 2023.
This report read with the Corporate Governance Report, Management Discussion and
Analysis Report & Financial Statements of the Company shall convey the organization
structure, its Business Outlook & the performance of the Company. The Consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
The Report is available on the website of the Company www.choiceindia.com.
CORPORATE OVERVIEW
"The Joy of Earning" is what we uphold while endorsing our services. We
at "Choice" truly believe in optimising resources for our clients with best of
our endeavour.
Your Company along with its Subsidiaries referred to as "Choice" group is a
multifaceted household offering various financial services essential for an individual in
his life span. The key services provided by the group includes Stock Broking Services ,
Mutual Fund Distribution, NBFC Services, Insurance Distribution , Management Consulting
& Investment Banking Services , Infrastructure & Government Advisory.
The group provides end to end platform for securing ones financial stability along with
enhancing his capital.
"AAP KIJIYE KAAMYABI KI TAYAARI, BAKI HUMARI ZIMMEDARI" OUR DRILL
FINANCIAL SUMMARY & HIGHLIGHTS
(Rs. In Lakhs)
| Particulars |
Consolidated |
Standalone |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
| Revenue |
|
|
|
|
| Revenue from operations |
38,507.47 |
28,372.55 |
1,294.94 |
1,127.57 |
| Other Income |
1,010.12 |
223.04 |
3.78 |
0.56 |
| Total Revenue |
39,517.59 |
28,595.59 |
1,298.72 |
1,128.13 |
| Expenses |
|
|
|
|
| Operating expenses |
- |
- |
- |
- |
| Employee benefit Expenses |
10,895.89 |
5,695.04 |
221.85 |
125.06 |
| Finance Costs |
2,192.30 |
1,533.12 |
368.44 |
313.51 |
| Depreciation & Amortisation expenses |
479.81 |
337.63 |
52.20 |
63.02 |
| Administrative & other expenses |
17,754.43 |
13,666.22 |
382.99 |
266.21 |
| Total Expenses |
31,322.43 |
21,232.01 |
1025.48 |
767.80 |
| Net Profit Before Tax |
8,195.16 |
7,363.58 |
273.24 |
360.33 |
| Tax Expenses |
|
|
|
|
| a) Current Tax |
2,306.60 |
1,871.96 |
65.67 |
93.00 |
| b) Earlier Years Tax Expense |
34.47 |
87.41 |
1.47 |
16.87 |
| c) Deferred Tax |
(152.70) |
43.76 |
(22.80) |
6.83 |
| Total Tax Expenses |
2,188.37 |
2,003.13 |
44.34 |
116.70 |
| Net Profit After Tax |
6,006.79 |
5,360.45 |
228.90 |
243.63 |
| Other Comprehensive Income |
|
|
|
|
| Items that will not be re classified to Profit & Loss |
|
|
|
|
| Re- measurements gains defined benefit Obligations |
(56.93) |
(5.54) |
(4.64) |
(3.41) |
| Fair Value Loss on Investments |
- |
- |
1.17 |
0.95 |
| Tax Effects on above |
13.94 |
1.49 |
(3.47) |
(2.46) |
| Total Comprehensive Income |
5,963.80 |
5,356.40 |
225.43 |
241.17 |
| Paid-up Equity Share Capital |
9,951.20 |
4,975.60 |
9,951.20 |
4,975.60 |
| Reserves excluding Revaluation Reserves as per Balance Sheet |
33,608.24 |
31,853.44 |
16,225.47 |
20,522.61 |
| Earnings Per Share |
|
|
|
|
| Basic |
6.04 |
6.04 |
0.23 |
0.27 |
| Diluted |
6.01 |
6.04 |
0.23 |
0.27 |
PERFORMANCE HIGHLIGHTS
Consolidated Financial Performance
The Consolidated gross income of the Company for the financial year ended March 31,
2023 is Rs 39,517.59 Lakhs as against Rs 28,595.59 Lakhs in the previous year.
Consolidated net profit during the year under review is Rs 6,006.79 Lakhs as compared to
Rs 5,360.45 Lakhs in the previous year.
Consolidated Financial statements for the financial year ended March 31, 2023 have been
prepared in accordance with Section 133 of the Companies Act, 2013 (the "Act")
read with rules made thereunder and Indian Accounting Standards (the "Ind AS")
110. The Consolidated Financials reflect the cumulative performance of the Company
together with its subsidiaries.
Standalone Financial Performance
The total gross income of the Company for the financial year ended March 31, 2023 on
standalone is Rs 1,298.72 Lakhs as against Rs 1,128.13 Lakhs in the previous year. The
Company reported a net profit of Rs 228.90 Lakhs for the year ended March 31, 2023 as
compared to the Net Profit of Rs 243.63 Lakhs in the previous year. The Company is a
Holding Company, where all the services are offered through our subsidiaries.
Pursuant to the provisions of Section 136 of the Act, the Annual Report of the Company,
containing, inter alia, it's Standalone and the consolidated financial statements, along
with the relevant documents and separate audited financial statements for each of the
subsidiaries are available on the Website of the Company www.choiceindia.com under the
"Investor's Relation" tab.
RESERVES
As per Standalone Financial statements, the net balance in the reserves of the Company
for FY 23 & FY 22 is as follows:
|
|
(Rs. In Lakhs) |
| Particulars |
As on March 31, 2023 |
As on March 31, 2022 |
| Capital Reserve |
8.70 |
8.70 |
| Securities Premium |
13511.33 |
18,544.92 |
| Statutory Reserves |
382.73 |
382.73 |
| Revaluation Reserve |
4170.22 |
4170.22 |
| Retained Earnings |
1814.04 |
1585.14 |
| Shares Based Payment Reserves |
511.03 |
- |
| Other Comprehensive Income |
(2.36) |
1.12 |
The Board of Directors has decided to retain their entire amount of Profits for FY 2023
in P& L account.
SUBSIDIARY COMPANIES
Pursuant to Section 129 (3)of the Companies Act, 2013the Consolidated Financial
Statements of the Company and its subsidiaries are prepared in accordance with the
relevant Accounting Standard specified under Section 133 of the Act, read with Rule 7of
the Companies ( Accounts) Rules , 2014, forms a Part of the Annual Report.
In accordance with Section 136 of the Companies Act, 2013 the Financial Statements of
the Subsidiary Companies are available for inspection by the Members at the Registered
Office of the Company during Business Hours on all days except Saturdays , Sundays and
Public Holidays up to the date of the Annual General Meeting " AGM". Any member
desirous of obtaining a copy of the said Financial Statements may write to the Company
Secretary at the Registered Office of the Company.
The Financial Statements including the Consolidated Financial Statements, Separate
Audited Financial statements along with other relevant documents required to be attached
to this report have been uploaded on the website of the Company www.choiceindia.com.
The detail of Material Changes in the Operations/ Nature of the business of the
Subsidiaries during the Financial Year 2022-23 have been highlighted down below. The
impact of such changes, if any has been adequately disclosed in the Financial Statements. As
on the date of the Report the Company has 14 Subsidiaries in its group out of which 8 are
step down subsidiaries. The Financial services offered by the group "Choice"
are provided by the below mentioned subsidiaries.
LIST OF SUBSIDIARIES
| Sr.No Name of the Subsidiary |
Status |
| 1 Choice Equity Broking Private Limited (CEBPL) |
Wholly Owned Subsidiary(WOS) |
| I) Choice Wealth Private Limited |
WOS of CEBPL |
| II) Choice Corporate Services Private Limited |
WOS of CEBPL |
| III) Choice Portfolio Management Services Private Limited |
WOS of CEBPL |
| IV) Choice Connect Private Limited |
WOS of CEBPL |
| V) Choice Tech Lab Solutions Private Limited |
WOS of CEBPL |
| VI) Shreeyam Securities Limited |
WOS of CEBPL |
| 2 Choice Capital Advisors Private Limited |
Wholly Owned Subsidiary |
| 3 Choice Consultancy Services Private Limited (CCSPL) |
Wholly Owned Subsidiary |
| I) SKP Green Ventures Private Limited |
WOS of CCSPL |
| 2) Choice Global Advisory Services Limited |
WOS of CCSPL |
| 4 Choice Housing Finance Private Limited |
Wholly Owned Subsidiary |
| 5 Choice Finserv Private Limited |
Subsidiary |
| 6 Choice Insurance Broking India Private Limited |
Subsidiary |
Brief details of the subsidiaries & their financial performance during the year
2022-2023:
1. M/s. Choice Equity Broking Private Limited – Wholly owned Subsidiary
The Securities Broking Business along with Depository Participant Business &
Distribution Services of the group is provided by our wholly owned subsidiary M/s. Choice
Equity Broking Private Limited ("CEBPL"). "CEBPL" is a Member Broker
with NSE, BSE, MSEI, NCDEX, MCX and a Depository Participant with CDSL & NSDL.
The subsidiary continues to do well as the Gross Revenue of the Company for FY 2023
stood at Rs 22,176.18 Lakhs (Previous Year:
Rs 15,780.04 Lakhs). During the year under review, the subsidiary made Profit before
tax of Rs 4,524.11 Lakhs (Previous Year: Profit
Rs 4,330.32 Lakhs).
During the year , the Company has acquired the Depository Participant (DP) Business of
M/s. Yoha Securities Limited located in southern India. The Company is in process of
further acquiring the Stock Broking & DP Business of various companies adding in the
large clientele base of our subsidiary across the country.
I. M/s. Choice Wealth Private Limited
The group provides its mutual fund distribution services through our subsidiary M/s.
Choice Wealth Private Limited. The Company M/s. Choice Wealth Private Limited (Choice
Wealth) is registered with the "Association of Mutual Funds of India" (AMFI) as
a Mutual Fund Distributor and is empanelled with various Mutual Fund Houses to distribute
their services to the end clients.
Entire stake of the company M/s. Choice Wealth Private Limited is held by M/s. Choice
Equity Broking Private Limited our wholly owned Subsidiary.
During the year under review , "Choice Wealth" has leveraged on Complete
Wealth Solutions for the Retail, HNI & Institutional clients by offering fleet of
products like Mutual Funds , Bonds/ NCD's , Corporate FD.
The Gross Revenue of the subsidiary for FY 2023 stood at Rs 294.86 Lakhs (Previous
Year: at Rs 153.68 Lakhs). During the year under review, this company earned a Profit of
Rs 18.61 Lakhs (Previous Year: Loss of -11.31 Lakhs).
II. M/s. Choice Corporate Services Private Limited
The group provides its "Retail Loan Distribution" services through our step
down subsidiary M/s. Choice Corporate Services Private Limited". The subsidiary
strives on providing its clients speedier disbursement of Loans from the Bank at the
promising Interest rates.
Entire stake of the company M/s. Choice Corporate Services Private Limited is held by
M/s. Choice Equity Broking Private Limited our wholly owned Subsidiary.
The Gross Revenue of the Company for FY 2023 stood at Rs 153.71 Lakhs (Previous Year Rs
69.27 Lakhs). The Company earned a profit of Rs 76.51 Lakhs (Previous Year: Profit of Rs
4.18 Lakhs)
III. M/s. Choice Portfolio Management Services Private Limited
The Portfolio Management Services of the group is catered to the clients through our
Subsidiary M/s. Choice Portfolio Management Services Private Limited a SEBI Registered
Portfolio Managers.
The Gross Revenue of the Company for FY 2023 stood at Rs 26.89 Lakhs (Previous Year Rs
30.26 Lakhs). The Company incurred a loss of Rs 13.44 Lakhs (Previous Year: Loss of Rs
88.05 Lakhs)
IV. M/S. Choice Connect Private Limited
To widen our Network, the group has created an online platform where we on Board
Business Associates through our online platforms named "Choice Connect" for
distribution of our group services.
The Distribution module is provided through our step down subsidiary M/s. Choice Retail
Solutions Private Limited under the brand name "Choice Connect".
Enabling individual agents to become full service financial advisors with the help of
wide range of services, proprietary engine, engaging trainings and digital execution.
"Choice Connect" focuses to provide accessible and affordable financial services
to the real‘Bharat' with a human touch. For the very same reason "Choice
Connect" have aggregated all the services of "Choice group" at one place
and are offering it to end client via business associates.
It is a win-win proposition to both client and business associates as the clients gets
better and improved product offering and services and the business associates are able to
increase their earning capacity by offering multiple services to one client. Being an
asset light model, it increases our reach without impacting any fixed cost.
Entire stake of the company M/s. Choice Connect Private Limited is held by M/s. Choice
Equity Broking Private Limited our wholly owned Subsidiary.
The Gross Revenue of the Company for FY 2023 stood at Rs 1692.17 Lakhs (Previous
Year Rs 1163.59 Lakhs). The Company earned a profit of Rs 75.28 Lakhs (Previous Year:
Profit of Rs 4.04 Lakhs)
V. M/s. Choice Tech Lab Solutions Private Limited
Choice Tech Lab Solutions Private Limited (Choice Tech Lab) our step down subsidiary is
the Technology arm of the group "Choice". The Subsidiary has been instrumental
in shaping the group as a "Fintech" Financial Hub. The Entire Shareholding of
the company M/s. Choice Tech Lab Solutions Private Limited is held by M/s. Choice Equity
Broking Private Limited our wholly owned Subsidiary.
The Gross Revenue of the Company for FY 2023 stood at
Rs 1456.64 Lakhs (Previous Year Rs 1018.77 Lakhs). The Company earned a profit of Rs
0.44 Lakhs (Previous Year: Loss of Rs 8.66 Lakhs)
VI. Shreeyam Securities Limited – (Formerly known as Escorts Securities Limited )
The Company "Shreeyam Securities Limited" a Prominent Broking House,
headquartered in Delhi was taken over by our subsidiary M/s. Choice Equity Broking Private
Limited with effect from February 14, 2022.
M/s. Shreeyam Securities Limited is an "SEBI" Registered Broker , Member
Broker to "BSE", "NSE" , "MCX".
2. M/s. Choice Capital Advisors Private Limited – Wholly Owned Subsidiary
M/s. Choice Capital Advisors Private Limited ("Choice Capital Advisors") is a
SEBI registered category-I merchant banker, offering services such as IPO advisory,
valuations, corporate finance etc. The Investment Banking & Capital Advisory services
of the group are catered through our wholly owned Subsidiary "Choice Capital
Advisors".
The Subsidiary had successfully acted as a lead banker to the rights issue of Quint
Digital Media Limited and MK Ventures Capital Limited in the last financial year ("FY
23"). The subsidiary has also been appointed as lead banker to the company which is
coming with an Initial Public Issue.
The subsidiary reported a Gross Revenue to Rs 251.34 Lakhs for the FY 2023 as compared
to Previous Year: Rs 190.50 Lakhs. However the Company incurred a Loss after Tax of Rs
12.70 Lakhs as compared to profit of Previous Year: Rs 19.02 Lakhs.
3. M/s. Choice Consultancy Services Private Limited – Wholly Owned Subsidiary
The group operates its Infrastructure consultancy business through its wholly owned
subsidiary Choice Consultancy Services Private Limited ("CCSPL") . The
subsidiary is distinguished consultant in the sectors such as Road, Highways and Bridges
Development, Water Management, Affordable Housing, Solid Waste Management, Public
Financial Reforms, Urban Development and sustainability, Information Technology, E-
learning, Smart Education etc.
The various Joint ventures held by the Company as on date of the report are as follows:
i. Thoughts Consultants Jaipur P L in JV with Choice Consultancy Services P L
ii. CCSPL-I&RJV
iii. Choice Consultancy Services JV Mars Planning & Engineering
iv. CCSPL – PD&EX
The subsidiary further holds investments in M/s. SKP Green Ventures Private Limited
The Gross Revenue of the Company for FY 2023 stood at Rs 9725.43 Lakhs (Previous Year
Rs 6877.66 Lakhs). The Company earned a profit of Rs 2218.97 Lakhs (Previous Year: Profit
of Rs 421.19 Lakhs)
I. M/s. SKP Green Ventures Private Limited
M/s. SKP Green Ventures Private Limited (SKP Green Ventures) has been incorporated as a
subsidiary of Choice Consultancy Services Private Limited ("CCSPL").
"SKP Green Ventures" operates in the renewable energy sector where the
company develops large solar parks across India.
The Company (SKP Green Ventures) has further step down wholly owned subsidiaries namely
(i) Bhadla Three SKP Green Ventures Private Limited (Bhadla Three), (ii) Bikaner Three SKP
Green Ventures Private Limited & (iii) Fatehgarh Four SKP Green Ventures Private
Limited. The first project, 300 MW solar park, is coming up in Bhadla region in Rajasthan
which is housed in the company "Bhadla Three" Further there are two solar parks
are scheduled to come up in Rajasthan state to be housed in different subsidiaries that
has been formed under SKP Green Ventures.
4. M/s. Choice Housing Finance Private Limited – Wholly Owned Subsidiary
The Company has incorporated the wholly owned subsidiary in the name of M/s. Choice
Housing Finance Private Limited with effect from October 18, 2021. The Company shall soon
undertake the activities of " Housing Finance" subject to the approval &
Registration with the " Reserve Bank of India".
5. M/s. Choice Finserv Private Limited – Subsidiary
The "NBFC" Services of the group is provided through our subsidiary M/s.
Choice Finserv Private Limited. M/s. Choice Finserv Private Limited" had secured its
Registration as an "Non- Deposit Taking Non- Banking Financial Company" with
effect from January 12, 2018.
The Company is keen on expanding its geographical area of its operations in Tier 3 to
Tier 6 Cities and also increasing its scope of services under retail Loan Category by
providing MSME Loan, Commercial Vehicle Loan, Supply Chain Finance apart from the Normal
Business Loans.
The Gross Revenue of the Company for FY 2023 stood at
Rs 4704.34 Lakhs (Previous Year Rs 3955.49 Lakhs). The Company earned a profit of Rs
425.64 Lakhs (Previous Year: Profit of Rs1522.25 Lakhs)
6. M/s. Choice Insurance Broking India Private Limited – Subsidiary
The Company acquired 50 % stake in the subsidiary with effect from Oct 30, 2022. The
subsidiary is registered with "Insurance Regulatory and Development Authority"
as an Insurance Broker.
MATERIAL SUBSIDIARIES
The company's policy for determining material subsidiaries, as adopted by the Board of
Directors, is in conformity with Regulation 16 of the SEBI LODR Regulations, the policy
may be accessed on the website of the company at www.choiceindia. com in the "
Investor Relations" Tab.
In terms of the said policy & in compliance with the provision of Regulation 16 of
the LODR Regulations, below mentioned subsidiaries are the Material Subsidiaries of the
Company as their Net worth / Income exceeds 10 % of the Consolidated Net worth of the
Company.
Details of Material Subsidiaries as on March 31, 2023:
i. Choice Equity Broking Private Limited
ii. Choice Consultancy Services Private Limited
iii. Choice Finserv Private Limited
MATERIAL CHANGES AFFECTING THE COMPANY
I DIRECT LISTING OF EQUITY SHARES ON NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (NSE)
During the Year under review, the "Equity Shares" of your Company were listed
on " NSE" main Board platform with effect from April 08, 2022 under the name
"CHOICEIN" bearing ISIN No : INE102B01014.
II. ISSUE OF BONUS EQUITY SHARES
The Board at its meeting held on August 04, 2022, had recommended the issue of Bonus
Shares in the ratio of 1: 1 to the existing Equity Shareholders of the Company, the same
was approved by the Members at the 29th Annual General Meeting of the Company held on
September 15. 2022. The Securities Allotment Committee of the Company on September 26,
2022 allotted 4,97,56,000 Equity Shares in the ratio of 1: 1 i.e. 1 (One) new fully
paid-up equity share of Rs. 10/- each for every 1 (One) fully paid-up equity share of Rs.
IO/- each on pari -passu basis held by the Shareholders of the Company whose names appear
on the Register of Members/list of beneficial owners as on September 23, 2022
("Record Date").
Accordingly, the paid-up share capital of the Company has increased as follows:
| Pre Allotment |
Post Allotment |
| Rs. 49,75,60,000/- divided into 4,97,56,000 Equity Shares of |
Rs. 99,5I,20,000/- divided into 9,95,I2,000 Equity Shares of |
| Rs. I 0/- each |
Rs. I 0/- each |
The 4,97,56,000 Equity Shares allotted as Bonus Shares were traded on the Exchange (BSE
& NSE) with effect from October 03, 2022.
III. APPROVAL OF CHOICE EMPLOYEE STOCK OPTION PLAN 2022
On the approval of the Nomination and Remuneration Committee, the Board had approved
the "Choice Employee Stock Option Plan 2022" for the employees of the
Company& its Subsidiaries.
The "Choice Employee Stock Option Plan 2022" consisting a pool of 80,00,000
Equity Shares which was approved by the Shareholders of the Company at the 29th
Annual General Meeting of the Company held on September 15, 2022. On receipt of
further approval from the Exchanges , the Nomination & Remuneration Committee of the
Company on October 17, 2022 granted 9,62,500 Employee Stock Options to the eligible
employees under Choice Employee Stock Option Plan 2022".
The Details of the implementation of the scheme is attached as Annexure to the Board
Report.
Note: There are no material transaction from the end of the Financial Year till the
date of this report. SHARE CAPITAL AUTHORISED CAPITAL
During the Year under review the Authorised Capital of the Company was increased from
Rs. 50,10,00,000/- ( Rupees Fifty Crores Ten Lakhs Only ) divided in to 5, 10,00,000
Equity Shares of Rs. 10 /- each to Rs. 108,00,00,000/- ( Rupees One Hundred & Eight
Crores Only ) divided in to 10,80,00,000 Equity Shares of Rs. 10 /- each
PAIDUP CAPITAL
During the Year FY 22-23, the Issued, Subscribed & Paid up Capital of the Company
of the Company was increased pursuant to allotment of Equity Shares on Bonus issue in the
ratio of 1: 1.
The Details of Change in Capital Structure during the Year are as follows:
Details of Equity Share Capital of M/s. Choice International Limited: ISIN No:
INE102B01014
| Sr.No Particulars |
Date of Allotment |
Number of Shares Allotted |
Cumulative Total |
Nominal Capital bearing face value of Rs. 10/- each (Cumulative
Total) |
| 1 Equity Shares at the beginning of the Year |
- |
- |
49756000 |
497560000 |
| 2 Allotment of Bonus Shares in the ratio of 1:1 |
September 26, 2022 |
49756000 |
99512000 |
995120000 |
As on date of the report, there are in all 9,52,500 options granted under "Choice
Employee Stock Option Plan 2022"(ESOP 2022) which shall be exercised in due course as
per the terms of the "ESOP 2022" scheme.
As on March 31, 2023 the Total Issued, Subscribed & Paid up Capital of the Company
stand at Rs. 99,51,20,000/- ( Rupees Ninety Nine Crore Fifty One Lakh Twenty Thousand Only
) divided in to 9,95,12,000 Equity Shares of face value of Rs. 10/-each.
LISTING ON STOCK EXCHANGES
As on March 31, 2023, the Company's Equity Shares are listed on BSE Limited & the
National Stock Exchange of India Limited.
DIVIDEND
As on March 31, 2023 your company on the basis of Market Capitalisation is under Top
1000 Listed Companies, the Company thus have adopted the "Dividend Distribution
Policy".
Your Company has various expansions plan in place, thus it is essential to conserve the
resources for the working capital requirements to complement the growth plan. The Board in
line with the Policy adopted and is in the opinion to retain the resources.
DEBENTURES
The Debentures issued by the Company in its previous Financial Years, have been duly
redeemed by the Company on timely payment of Principal & the Interest amount. However
the Company on due verification shall transfer the funds to the legal claimant of a
deceased Debenture Holder holding Seven Debentures of face value of Rupees One Lakh each
with accrued Interest thereby.
DEPOSITS
During the year under review, the Company has not accepted any Public Deposits nor
there are any outstanding Public Deposits during the Year ended March 31, 2023.
INVESTOR EDUCATION AND PROTECTION FUND
During the Year, the Company has transferred the Un claimed dividend of Rs. 70,008/-.
Further 839 Shares on which dividend were unclaimed for seven consecutive years were
transferred as per the requirement of IEPF Rules. The Details of un Paid amount and the
corresponding shares to be transferred to IEPF is available on the website of the Company.
Members are requested to claim the dividend which have remained unclaimed by sending a
return notice to the company at info@choiceindia.com , secretarial@choiceindia.com or to
Company's Registrar at rnt.helpdesk@linkintime.co.in or at their address at C – 101,
247 Park, LB S Marg, Vikhroli west , Mumbai – 400083.
SECRETARIAL STANDARDS
Your Company has formulated appropriate systems to ensure Compliance with the
provisions of all applicable Secretarial Standards issued by the Company Secretaries of
India and that such systems are adequate &operating effectively.
FINANCIAL ACCOUNTING
As mandated by the Ministry of Corporate Affairs, the Financial Statements for the Year
ended on March 31, 2023 has been prepared in accordance with the guidelines issued for
Indian Accounting Standards (Ind- As)
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Account)
Rules, 2014 a statement containing salient features of the Financial Statements of
Subsidiaries /Associate Companies / Joint Ventures is given in Form AOC -1 and forms an
integral part of this report.
The estimates and judgements relating to the Financial Statements are made on a prudent
basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company's state of affairs, Profit and cash flow for the Year
ended March 31, 2023.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations , Report on Corporate Governance
along with certificate from a Practicing Company Secretary certifying compliance with
conditions on Corporate Governance forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI(Listing Obligations and
Disclosures Requirements) Regulations 2015, the Management Discussion and Analysis Report
forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no.
SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed
disclosures in lines with new reporting requirements on Environmental, Social and
Governance ("ESG") parameters called the Business Responsibility and
Sustainability Report ("BRSR").
The Business Responsibility & Sustainability Report describing the initiatives
taken by the Company on Environmental, Social and Governance perspective forms part of
this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR expenditure's though not applicable to your Company, at group level the Company
has contributed Rs. 75,30,000/- for CSR activities. Within the ambit of the provisions of
the Company Acts, 2013, the company focuses on Education & Health care as major areas
for the organic development of the Society and better future for our Country.
PARTICULARS OF LOAN , GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of the
Companies Act, 2013 along with the applicable Rules of the Act are given in the notes to
the Financial Statements forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
Your Company has consistently adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business & at arm's length
basis, as part of practice of observing to highest standard of ethical, transparent, and
accountable business.
In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has approved a policy on related party transactions. The policy on related party
transactions has been placed on the Company's website at www.choiceindia.com. All Related
Party Transactions are placed before the Audit Committee for approval. Omnibus approval
was obtained on a yearly basis for transactions which are of repetitive nature. All the
transactions with the related parties were reviewed and approved by the Audit Committee
and are in accordance with the policy on dealing structure of Related Party Framework
adopted by the Company.
All related party transactions that were entered during the financial year 2022-23,
were on arm's length basis and in ordinary course of business. As per SEBI (LODR)
Regulations, 2015 for the Half Year ended March 31, 2023 the Company has disclosed the
Related Party Transaction along with the Financial Results of the Company.
The details of the transactions with related parties during FY 2022-23 are provided in
the accompanying financial statements. The details of Related Party transactions are set
out in notes to the Financial Statements. Form AOC -2 pursuant to Section 134(3) (h) of
the Companies Act , 2013 read with Rules as set out in the Annexure to this report &
also forma a part of the Financial Statements . During the year under review there are no
material related party transactions with the Directors, Promoters & Key Managerial
Persons of the Company.
The Related Party Transaction entered by the Subsidiary Companies are approved by the
Audit Committee of the Company.
EXTRACTS OF ANNUAL RETURN
In accordance with the requirements under Section 92(3) and Section 134(3)(a) of the
Act and the applicable rules, the annual return as on March 31, 2023 is available on the
website of the Company www.choiceindia.com.
CEO / CFO CERTFICATIONS
The Certifications required in terms of Part B , Schedule II of the Listing
Regulations, from Mr. Arun Kumar Poddar the Chief Executive Officer of the Company and Mr.
Manoj Singhania, Chief Financial Officer of the Company , for the Financial Year 2023 -
forms part of the Report on Corporate Governance.
DIRECTOR & KEY MANAGERIAL PERSON AS ON THE DATE OF THE REPORT
Brief Profile of the Board of Directors of the Company as on March 31, 2023 & as on
the date of the report:
1. Mrs. Vinita Patodia (DIN No. - 06360364) (Non - Executive -Non Independent) Chairman
Mrs. Patodia an Art graduate is actively involved in social service toward various
organizations. Mrs. Patodia is the Promoter of The Byke Group of Hotels, Director of
section 8 company named "Sunil Patodia Welfare Foundation" she is also a founder
member of Girls Hostel Committee of RVG Education Foundation (previously known as
Rajasthan Vidyarthi Griha). Mrs. Patodia strongly supports the cause of women empowerment
and has been instrumental in taking care of affairs at "Vijay Srigopal Khetan RVG
Girls Hostel" for CA Students. Mrs. Patodia is founder trustee of "Shri
Doongermal Patodia Charitable Trust" which is regularly contributing for the needs of
the society through medical and education assistance.
Mrs. Patodia is also the founder member of "MITRA club", she is active
participant in Chandivali Branch of Bharat Vikas Parishad. Mrs. Patodia joined Lionism in
2000 along with her spouse Late Shri Sunil Patodia . She is Trustee & Charter Member
of Lions Club of Mumbai Heritage Galaxy.
2. Mr. Kamal Poddar (DIN No. - 01518700) Managing Director
Mr. Kamal Poddar, a Fellow Member of the Institute of Chartered Accountants of India is
leading the "Choice Group" for over a decade and is instrumental in delivering
financial services with novelty.
Mr. Poddar has been instrumental in converting a CA practice firm into full fledge
financial service hub. It's his vision and mantra of "Sarvashresth" that is
implemented by each member at Choice Group in bringing innovation in every service and
addition of services to its kitty year on year. With his meticulous approach, Choice has
expended its horizon throughout the country and also internationally.
3. Mr. Suyash Patodia (DIN No. 09489670) Joint Managing Director
Mr. Suyash Sunil Patodia is an Associate Member of the
Institute of Chartered Accountants of India. He has completed his Three Years
Articleship from "M/s Delloite Haskins & Sells LLP" which is among Top Four
Chartered Accountant Firms in India. He is currently engaged in arranging tie-ups with
Insurance Companies and is working on on-boarding new clients and intermediaries in one of
our subsidiary M/s. Choice Insurance Braking India Private Limited. He has played an
active role in developing ISMOS (Online Platform of Choice Insurance Braking) and scaling
up Choice Connect (Back-end system) to bring Insurance Division in line with organisation
goal of being a fintech. He is also keenly involved in various employee engagement
initiatives to bring in a young culture in the Company.
4. Mr. Arun Kumar Poddar (DIN No. 02819581) Executive Director & CEO
Mr. Arun Kumar Poddar is a Fellow Member of the Institute of Chartered Accountants of
India .He holds expertise in Financial Services, Government Advisory and Management
Consulting. Holder of strong ability to solve complex company problems using excellent
judgment and decision-making skills, he is known in the industry for fostered change in
company culture to be more open, transparent, and accountable. Mr. Poddar has worked
closely with government, large corporates and retail customers throughout his journey. His
vision of making financial services accessible to every citizen of India will drive the
organization to be more customer centric and accessible in Tier 3-4 cities.
5. Mr. Ajay Kejriwal (DIN No. 03051841) Executive Director
A fellow member of the ICAI having experience of more than two decades in financial
markets, Mr. Ajay Kejriwal has been very influential in steering the Technological
advancement of the group "Choice".
A "SEBI" registered "Investment Adviser", a Diploma in
"Information System Audit", Mr. Kejriwal has a distinguished knowledge &
experience in the field of Finance, Taxation
& Management and thus has played a pivotal role in the progress of group
"Choice".
6. Mr. Ashok Kumar Thakur (DIN No. 07573726) Independent Director
Mr. A K Thakur was the General Manager of Union Bank of India and has experienced more
than 40 years of services in several and varied areas like Banking services, HR functions,
Marketing, and management services.
7 Mr. Kanhaiyalal Berwal (DIN No. 07535424) Independent Director
Mr. Kanhaiya Lal Berwal is a retired I.P.S and an Ex. Member of the Rajasthan Public
Service Commission (R.P.S.C). Presently he is the D.G. Dr. B.R. Ambedkar foundation. He is
associated with many Ngo's for the upliftment of SC/ST and other backward communities
especially in the tribal area of Rajasthan.
8 Mr. Subodh Kumar Agrawal (DIN No. 00553916) Independent Director
A Chartered Accountant by profession, Mr. Agrawal also holds a certification on
"D.I.S.A" from the "Institute of Chartered Accountants of India"
(ICAI) . Further to add to his wings Mr. Agrawal also holds a Chartered Accountant Degree
from the Institute of Chartered Accountants of
Australia.
A Law graduate from the University of Calcutta, Mr. Agrawal has served as the President
of "ICAI" and also has aided BSE & NSE as an Arbitrator in Capital Market
cases.
9. Ms. Sudha Bhushan (DIN No. 01749008) Independent Director
Ms. Bushan is Chartered Accountant, Company Secretary, Registered Valuer by Profession.
Ms. Bhushan is an expert in FDI Policy & FEMA Regulations with 15 Years of experience.
An advisor to " Bank of Baroda " for its NRI & International operations Ms.
Bhushan have also authored various books on FDI, Foreign Exchange Management Act &
Taxation.
A Scholar throughout her life Ms. Bhushan has been awarded many awards &
recognitions.
10. Mr. Sandeep Singh (DIN No. 02814440) Independent Director
Mr. Singh is a Post Graduate in Rural Development from Xavier
Institute of Social Sciences, Ranchi and has a specialization in Media Planning and
General Business Management.
Mr. Singh is currently the interim Chairman of the Board of Governor of "IIM
Kashipur" & also on the Advisory Board of "National Institute of Mass
Communication & Journalism" Ahmedabad and Indian "Institute of Democratic
Leadership" Mumbai.
11. Mr. Sobhag Mal Jain (DIN No. 08770020) Independent Director
Mr. S.M. Jain is a qualified Chartered Accountant (CA) and lastly held position of
Executive Director (Finance & Accounts and Taxation) of LIC. He Joined LIC in June
1987 at the age of 24.5 yrs. as a direct recruit officer in a CA batch. Prior to this
position of Executive Director, he was Director& Chief Executive of LICHFL CARE HOMES
Mumbai, Chief Risk Officer at LIC pension fund Mumbai, Chief (F & A), Secretary
(investment-operation), Secretary (Investment-Risk Management & Research), Secretary
(Marketing) at Central Office. He was also Senior Divisional Manager In-charge of
Ahmedabad Division before posting as Regional Manager (F&A) in central zone Bhopal.
CHANGE IN DIRECTORSIP DURING THE YEAR i. During the year under review, Mr. Suyash
Patodia (DIN No: 09489670) & Mr. Arun Kumar Poddar ( DIN No : 02819581) were appointed
as the Executive Director's of the Company with effect from February 08, 2022, their
appointment was approved by the Shareholders vide Postal Ballot Notice dated February 08,
2022 approved on April 30, 2022.
On May 24, 2022 , the Board has appointed Mr. Suyash Patodia ( DIN No: 09489670) as
Joint Managing Director of the Company & Mr. Arun Kumar Poddar ( DIN No : 02819581) as
the Chief Executive Officer of the Company, their appointments were approved by the
shareholders at 29th Annual General Meeting of the Company held on September 15, 2022.
ii. Mrs. Vinita Sunil Patodia ( DIN No: 06360364) has been appointed as Additional
Non-Executive Non Independent Chairperson of the Company with effect from May 24, 2022,
her appointment as "Non-Executive Non Independent Chairperson" was approved by
the Shareholders at the 29th Annual General Meeting of the Company held on September 15,
2022.
iii) During the year under review Mr. Sobhag Mal Jain ( DIN No
: 08770020) was appointed as Additional Non Executive - Independent Director of the
Company with effect from May 04, 2023, his appointment as "Independent Director is
subject to the approval of Shareholder's vide Post Ballot Notice dated June 21, 2023.
RETIREMENT BY ROTATION & SUBSEQUENT REAPPOINTMENT
In accordance with the Provisions of Section 152 & other Applicable provisions if
any of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules 2014 (including any statutory modification(s) or re-enactments(s) thereof
for the time being in force ) and the Articles of Association of the Company , Mr. Arun
Kumar Poddar Executive Director (DIN No : 02819581) liable to retire by rotation at the
ensuing Annual General Meeting and being eligible offered himself for reappointment.
The Board recommends his re – appointment for consideration of Members at the
forthcoming Annual General Meeting of the Company. Appropriate resolutions for his re
– appointment is being placed for the approval of the Members along with his Brief
Resume and other related information has been placed in the Notice convening the 30th
Annual General Meeting of the Company.
INDEPENDENT DIRECTOR'S DECLARATION
The Independent Directors have submitted a declaration of independence, stating that
they meet the criteria of independence provided under section 149(6) of the Act &
regulation 16(1) (b)of the Listing regulations. There has been no change in the
circumstances affecting their status as an independent Director.
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their
duties.
In the opinion of the Board, there has not been any change in the circumstances which
may affect their status as Independent Directors of the Company and to the satisfaction of
the Board their candidature holds experience, expertise & integrity. In terms of
Section 150read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014 as amended, the Independent Director of the Company have included
their names in the data bank of Independent Directors maintained.
In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise and competencies of the Directors in the context of the Company's
businesses for effective functioning, which are detailed in the Corporate Governance
Report.
In terms of Section 150 of the Act read with rule 6 of the Companies (Appointment and
Qualification of Directors) Rules , 2014 as amended , the name of all the Independent
Director of the Company have been included in the data bank maintained by the Indian
Institute of Corporate Affairs.
KEY MANAGERIAL PERSONNEL (KMP)
The following are named personnel are the KMP'S of the Company as on March 31, 2023 as
per Sec 203 of the Companies Act , 2013.
| Mr. Kamal Poddar |
Managing Director |
| Mr. Suyash Patodia |
Joint Managing Director |
| Mr. Arun Poddar |
CEO & Executive Director |
| Mr. Ajay Kejriwal |
Executive Director |
| Mr. Manoj Singhania |
Chief Financial Officer |
| Ms. Karishma Shah |
Company Secretary |
NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the Financial Year 2022-23.
The details of the meetings of the Board of Directors of the Company during the Financial
Year 2022-23 are given in the Corporate Governance Report which forms part of this Annual
Report. The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees as on March 31, 2023:
| I. Audit Committee |
| II. Nomination & Remuneration Committee |
| III. Stakeholder Relationship Committee |
| IV. Corporate Social Responsibility Committee |
| v. Risk Management Committee |
The details of the above mentioned committee along with their Composition, Number of
Meetings, held and attendance at the meetings are provided in the Corporate Governance
Report.
For the smooth articulation of our operational & procedural part, the Company had
constituted various Internal Committees consisting of the Executive, Independent Director
of the Companies along with the involvement of the Senior Level Management in the
Committee for the smooth operations of the Company , the details of the Committees
constituted by the Company are as follows:
| i. Finance Committee |
| ii. Investment Committee |
| iii. Securities Allotment Committee |
| iv. Rights Issue Committee |
The meetings of the above mentioned Committees are held at Regular Intervals and
decisions undertaken are the set of collective people on the consent of the majority of
the members of the Committee. For fair & independent judgements the committee
constitutes of optimum combination of Executive & Independent Directors. The
resolutions undertaken by the Committees are verified by the Board in their subsequent
Meetings.
AUDITOR'S
Statutory Auditor's
As the tenure of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the
Statutory Auditor of the Company had been completed, the Board on the approval of the
Audit Committee had approved the appointment of M/s. MSKA & Associates Chartered
Accountants Firm headquartered in Mumbai as the Statutory Auditor of the Company for the
First Term of Five consecutive years starting from the Conclusion of the 29th Annual
General Meeting of the Company held on September 15, 2022 until the conclusion of Annual
General Meeting of the Company to be held in year 2027 .
M/s. MSKA & Associates Chartered Accountants had confirmed that they are not
disqualified from being appointed as the Statutory Auditor of the Company.
We further like to inform that M/s. MSKA & Associates Chartered Accountants Firm
the Statutory Auditors for the FY 22-23 have issued an unmodified opinion on the Financial
Statements for the Financial Year ended March 31, 2023 and does not contain any
qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of
the Company have not reported any fraud to the Audit Committee or the Board of Directors
as specified under section143(12) of the Act , during the year under review.
The Auditor's Report for the Financial Year ended March 31, 2023 on the Financial
Statements (Standalone & Consolidated) of the Company is part of this Annual Report.
The Statutory Auditors M/s. MSKA & Associates Chartered Accountants were in
attendance through their Manager at the 29th Annual General Meeting of the Company.
Secretarial Auditor / Audit
The Board of Directors of the Company has appointed M/s. R M Mimani & Associates
LLP, practising Company Secretaries (CP No. 11601) as the Secretarial Auditor of the
Company for the Financial Year 2022-2023.
The Secretarial Audit Report for the Financial Year ended March 31, 2023 under
Companies Act , 2013 , read with Rules made thereunder under Listing Regulation 24 A of
the Listing Regulations (including any Statutory Modification(s) or re- enactment(s)
thereof for the time being in force is set out as the Annexure to this Report. The
Secretarial Audit Report confirms that the Company has complied with the provisions of the
Acts, Rules , Regulations and guidelines that were no deviations or non-compliances. The
Secretarial Audit Report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
The Secretarial Compliance Report for the Financial Year ended March 31, 2023 in
relation to Compliance of all applicable SEBI Regulations/ Circulars / guidelines issued
thereunder, pursuant to requirement of Regulation 24 A of the Listing Regulation, obtained
from M/s. R M Mimani & Associates LLP, (Company Secretaries) is set out as Annexure to
this Report. The Secretarial Compliance Report has been disclosed as a Part of Annual
Report as good disclosure practice.
Secretarial Audit for Material unlisted Subsidiaries
As per the requirements of the Listing Regulations, practising Company Secretaries of
the material unlisted subsidiaries of the Company have undertaken Secretarial Audit of
material subsidiaries for FY 2023. The Secretarial Audit Report of such subsidiaries
confirm that they have complied with provisions of the Acts, Rules, Regulations and
Guidelines and there are no deviations or non – compliances.
All the material subsidiaries of the Company namely had undertaken Secretarial Audit or
the Financial Year 2022-23 pursuant to Section 204 the Act. The Secretarial Audit Report
issued by the Secretarial Auditors of the Unlisted Material Subsidiaries are appended to
this report.
Internal Auditor
The Board of Directors of the Company has appointed M/s. Gupta Shyam & Co.
Chartered Accountants (Registration No: 103450W) as the Internal Auditor of the Company
for the Year 2022-23. The reports submitted by the Internal Auditor have been reviewed by
the Statutory Auditor's and the Audit Committee on regular intervals.
NOMINATION & REMUNERATION POLICY & COMMITTEE
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis of payment
of remuneration.
The policy also provides the criteria for determining Qualifications, positive
attributes and Independence of Directors and criteria for appointment of Key Managerial
Personnel, Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for
formulating the criteria for appointment of Directors on the Board of the Company and
persons holding Senior Management positions in the Company including their remuneration
and other matters as provided under Section 178 of the Companies Act , 2013 and the
Listing Regulations. The role of the NRC Committee encompasses conducting a gap analysis
to refresh the Board on a periodic basis, including each time a Directors appointment or
re- appointment is required. The NRC Committee is also responsible for reviewing the
Profiles of Potential candidates the required, competencies and due diligence and meeting
of potential candidates prior to making recommendations of their nomination to the Board.
Criteria for Determining Qualifications, Positive Attributes and Independence of a
Director:
In terms of the Provisions of Section 178(3) of the Act, and Regulation 19 of the
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications: The Board Nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes: Apart from the duties of Directors as prescribed in the Act
the Directors are expected to demonstrate high standards of ethical behaviour,
communications skills and independent judgement. The Directors are expected to abide by
the respective code of conduct as applicable to them.
Independence: A director will be considered independent if / she meets the criteria
laid down in section 149 (6) of the Act, the Rules frames thereunder and Regulation 16
(1)(b) of the Listing Regulations.
Evaluation Process:
Choice International Limited believes in value for its stakeholders through ethical
process and integrity. The Board plays a very important role in ensuring the Company's
performance to monitor and provide timely inputs to enhance the Company's Performance and
set right direction for growth. Hence it is important that every individual Board Member
effectively contributes in the Board deliberations.
At "Choice" we follow annual evaluation for our Key Managerial Persons and
other eligible employees including the senior management team. A process sculpted on this
method has been designed for evaluation of Directors under this process, the company
management will:
- Formulate the process for evaluating and rating Directors
- Design the evaluation template / questionnaire and implementation process
- Peer review of each Director
- Analyse feedback received from each Director
- Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
Attendance and contribution at Board and Committee meetings
His/her stature, appropriate mix of expertise, skills, bahaviour, experience,
leadership qualities,
Sense of sobriety and understanding of business, strategic direction to align company's
value and standards.
His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/
hedging, internal controls, risk management, assessment and mitigation, business
operations, processes and Corporate Governance.
His/her ability to create a performance culture that drives value creation and a high
quality of debate with robust and probing discussions.
Effective decisions making ability to respond positively and constructively to
implement the same to encourage more transparency.
Open channels of communication with executive management and other colleague on Board
to maintain high standards of integrity and probity.
Recognize the role which he/she is expected to play, internal Board Relationships to
make decisions objectively and collectively in the best interest of the Company to achieve
organizational successes and harmonizing the Board.
His/her global presence, rational, physical and metal fitness, broader thinking, vision
on corporate social responsibility etc.
Quality of decision making & understanding financial statements and business
performance, raising of finance, best source of finance, working capital requirement,
forex dealings, geopolitics, human resources etc.
His/her ability to monitor the performance of management and satisfy himself with
integrity of the financial controls and systems in place by ensuring right level of
contact with external stakeholders.
His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Director's, Key Managerial Personnel and
Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the Nomination &
Remuneration Policy formulated in accordance with section 178 of the Act and Regulation 19
of the Listing Regulations (including any statutory Modification(s) or re- enactment(s)
thereof for the time being in force.
MANAGERIAL REMUNERATION
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure and forms an integral part of this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every persons employed throughout the year, who were in receipt of remuneration in terms
of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure and forms an integral part of this annual
report. The said Annexure is not being sent along with this annual report to the members
of the Company in line with the provisions of Section 136 of the Act. Members who are
interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company.
POLICIES ADOPTED BY THE COMPANY
To follow the best practice of Good Corporate Governance & Transparency in its
operations, the Company has set rules for its internal working and smooth functionality of
its operations embedded the Company's policy. The policies adopted by the Company are as
follows:
| - Whistle Blower Policy |
| - Policy on Material Subsidiary |
| - Policy on Related Party |
| - Policy on Materiality of Events |
| - Policy on Archival of Information |
| - Nomination & Remuneration Policy |
| - Code of Conduct for the Board Members and Senior Managerial Employees |
| - Code of Fair Disclosure of Unpublished Price Sensitive Information |
| - Insider Trading Policy |
| - Code for Employees |
| - Policy on prevention of Sexual Harassment at Work Place |
| - Policy on Materiality of events |
| - Dividend Distribution Policy |
| - Risk Management Policy |
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company is dedicated in mounting a culture where it is safe for all employees to
raise their concerns on any unacceptable practice or misconduct. Your Company is committed
to abide to highest standard of ethical, moral and legal conduct of Business operations.
Your Company encourages its employees to come forward and express their concerns of any
unfair practices.
Your Company believes in the conduct of the affairs in fair and transparent manner by
adopting to the highest standards of professionalism, honesty, integrity ðical
behaviour.
The Company has a robust vigil mechanism through its Whistle Blower Policy approved and
adopted by the Board of Directors of the Company in compliance with the provisions of
Section 177 of the Companies Act & Regulation 22 of the Listing Regulations.
The Company has in place the structure to report genuine concerns or grievances &
to provide adequate safeguards against victimization of persons. The Whistle Blower Policy
has been posted on website of the Company www.choiceindia. com .
During the Year under review there are no Complains/ reporting's received by the
Company in the said mechanism for the Company and for its subsidiaries.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to providing a nontoxic, safe & friendly work environment
to all its employees and comrades. Your Company has established an Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and has formulated a policy and framework for employees to report
sexual harassment cases at workplace.
All the women employees, permanent, contractual, temporary and trainees are covered
under this policy. The Company's policy ensures complete confidentiality of information.
On regular basis workshops and awareness programmes against sexual harassment are
conducted across the organization. During the Financial Year 2022-23, no cases in the
nature of Sexual harassment were reported at any work place of the Company, however there
was one such instance of Complain in one of our subsidiary M/s. Choice Equity Broking
Private Limited which was timely addressed by the Committee.
RISK MANAGEMENT
The Board of Directors of the Company has a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness.
Adaption and execution of well- defined Risk Management plant is significant to avoid
future exigencies, thus the Company's approach to articulate Business Risk is
comprehensive and includes periodic review of risks and designing a framework for
necessary controls and timely reporting.
The Audit Committee has additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the Management Discussion and
Analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board of your Company has laid down internal financial controls to be followed by
the Company. Such internal financial controls are adequate and operating effectively and
are in lines with the size & complexities of the operations of your the Company.
Your Company also has a well- designed "Procurement" system in place
which covers obtaining any kind of goods and services for our day to day operations and
business, Vendor module, Invoicing module, Petty cash module and Admin Expenses
management.
The "Procurement" system ensures a smooth approval process which is
also helpful to establish clear guidelines and protocols for each approval chain, such as
timelines for review and approval, documentation requirements, and escalation procedures
in case of delays or issues. Overall, having a flexible and customizable approval process
the system shall help in streamlining business operations which shall also improve
efficiency.
Your Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
The Board has adopted policies and procedures for governance of orderly and efficient
conduct of its business, including adherence to the company's policies, safeguarding its
assets , prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of the accounting records and timely preparation
of financial disclosures.
The Audit Committee of the Board reviews the adequacy and effectiveness of the internal
control systems and suggests improvement to strengthen the same. The Audit Committee of
the Board of Directors, statutory Auditors and the Business Heads are periodically
apprised of the internal audit findings and corrective actions taken. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and your company's operations in future. There are no
proceedings pending /initiated against the Company under the Bankruptcy Code , 2016 during
the year under review.
DIRECTORS RESPONSIBILITY & STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for time being in force), the Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2023 the applicable accounting standards have been followed along with proper explanation
relating to material departures if any.
b. 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 true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profits
of the Company for the Financial Year ended March 31, 2023
c. proper and sufficient care has been taken for maintenance of adequate accounting
records with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d. the Annual accounts / financial statements have been prepared on a going concern
basis.
e. internal financial control were in place and that the financial control were
adequate and were operating effectively.
f. proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Adopting the thumb rule of "Go Green " the Company has adopted technology ,
procedure & practise of Paperless working.
Though the operations of your Company are not energy intensive, the Company promotes
green energy and energy saving initiatives . The initiatives taken by the Company are
mentioned in the Business Responsibility & Suitability Report.
FOREIGN EXCHANGE
During the year under review, there are no Foreign Exchange earnings and outgo both on
Standalone & Consolidated basis .
HUMAN RESOURCE
Your Company recognizes that, our employees are our most valuable asset, and we remain
committed to foster a positive and inclusive work environment.
Talent Acquisition and Development: During the Financial Year
2022-23, we have focused on attracting and hiring top talent to support our growth and
innovation. Our talent acquisition team has implemented strategies to identify and engage
with qualified candidates, ensuring a diverse pool of applicants. We have also invested in
employee development programs, providing opportunities for skill enhancement and career
advancement.
Employee Engagement and Well-being: We believe that engaged and satisfied employees
contribute significantly to our overall success. We have prioritized employee engagement
initiatives, including regular communication channels, feedback mechanisms, and
recognition programs.
Diversity, Equity, and Inclusion: We are committed to fostering a diverse,
equitable, and inclusive Work place that respects and values the unique contributions of
every individual. These initiatives aim to create an environment where everyone feels
empowered, respected, and has equal opportunities for growth.
Performance evaluation: Regular and quarterly reviews ensure employees know where
they stand. Conducting performance reviews regularly helps in keeping goals in the
forefront of daily tasks.
We extend our gratitude to our dedicated employees for their hard work, passion, and
commitment to your organization's success. Their contributions continue to drive our
growth and enable us to achieve our strategic objectives. We remain committed to investing
in our human resources and fostering a workplace culture that encourages collaboration,
innovation, and excellence.
APPRECIATION & ACKNOWLEDGEMENT
Board of Directors place their sincere appreciation, for the contribution made by all
our employees without who's efforts and hard work , the company could not accomplish
objectives
The Directors also place on record their earnest gratitude for the continued support
extended by the Bankers, Financial Institutions, Lenders and Stakeholders for their
conviction and faith rested with the group "Choice".
Further the Directors express their sincere appreciation to the all the Regulators of
the Company namely the Reserve Bank of India , National Stock Exchange of India Limited ,
BSE Limited ,Securities & Exchange Board of India , Ministry of Corporate Affairs,
Registrar of Companies, Depositories, other Government & Regulatory Authorities for
their on-going support extended by them towards the Company.
|
On behalf of the Board of Directors |
|
| Sd/- |
Sd/- |
Sd/- |
| Kamal Poddar |
Arun Poddar |
Ajay Kejriwal |
| (Managing Director) |
(Director & CEO) |
(Director) |
| DIN No.: 01518700 |
DIN No: 02819581 |
DIN No: 03051841 |
|
Mumbai: July 17, 2023 |
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