VV REF: CIL/CC/BSE-37/2019-20 F \ November 29, 2019 Choi ce To, The Department of Corporate Services, The BSE Limited P.J. Towers, Dalal Street, Mumbai — 400 001 Ref: Scrip Code: 531358 Sub: Outcome of Board Meeting — Financial Results for the Quarter & Half Year Ended September 30, 2019 & Issue of Warrants on Preferential Basis Dear Sir/Madam The Board of Directors of the Company at its meeting held on Friday, November 29, 2019, interalia, has considered and transacted the following business: 1) The Board has considered and approved the Un-audited Financial Results for the quarter and half year ended September 30, 2019 and has noted the limited Review Report of the Auditors thereon. 2) The Board has reconstituted the Audit & Nomination & Remuneration Committee as per the Requirementof SEBI (LODR) Regulations. 3) Preferential Issue of Warrants: The Board has considered & approved the Issue of Warrants on Preferential basis subject to the approval of the Shareholders and applicable regulatory authorities, the Draft Notice of Extra Ordinary General Meeting seeking approval of Members of the Company for Preferential Issue of Warrants & corresponding increase in Authorised Share Capital of the Company has been considered & approved by the Board. The details of the Preferential issue are as follows: i) To issue and allot in aggregate and up to 2,00,00,000 warrants convertible to Equal Number of Equity Shares of Rs. 10/- each at a Premium of Rs. 40 per share aggregating to Rs. One Hundred Crore to person’s mentioned in the below stated annexure including the person’s belonging to the Promoter group on a Preferential basis in compliance with applicable provisions of SEBI (ICDR) Regulations. The conversion of Warrants can be exercised at any time during the period of 18 Months from the date of allotment of Warrants, as the case may be, on such other terms and conditions as applicable. Please note that the Extra Ordinary General Meeting (EGM) of the Members of the Company will be held on December 23, 2019 for seeking their approval for the above stated Agenda Item, the draft Notice of which is hereby approved in the Board Meeting. The Relevant Date in relation the issue of Warrants in accordance with SEBI (ICDR) Regulations would be November 22, 2019 as November 23, 2019 the date 30 days prior to the date of passing of Resolution at the Proposed date of Holding Extra Ordinary General Meeting falls on a weekend day. Choice International Limited Choice House, Shree Shakambhari Corporate Park, Plot No 156-158, J.B. Nagar, Andheri (East), Mumbai — 400 099 Tel.: +91-22- 6707 9999 Email ID: [email protected]Website: www.choiceindia.com CIN No. L67190MH1993PLC071117
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VV
REF: CIL/CC/BSE-37/2019-20 F \
November 29, 2019 Choi ce
To,
The Department of Corporate Services,
The BSE Limited
P.J. Towers,
Dalal Street,
Mumbai — 400 001
Ref: Scrip Code: 531358
Sub: Outcome of Board Meeting — Financial Results for the Quarter & Half Year Ended September 30, 2019 &
Issue of Warrants on Preferential Basis
Dear Sir/Madam
The Board of Directors of the Company at its meeting held on Friday, November 29, 2019, interalia, has
considered and transacted the following business:
1) The Board has considered and approved the Un-audited Financial Results for the quarter and half year ended
September 30, 2019 and has noted the limited Review Report of the Auditors thereon.
2) The Board has reconstituted the Audit & Nomination & Remuneration Committee as per the Requirement of
SEBI (LODR) Regulations.
3) Preferential Issue of Warrants:
The Board has considered & approved the Issue of Warrants on Preferential basis subject to the approval of the
Shareholders and applicable regulatory authorities, the Draft Notice of Extra Ordinary General Meeting seeking
approval of Members of the Company for Preferential Issue of Warrants & corresponding increase in Authorised
Share Capital of the Company has been considered & approved by the Board.
The details of the Preferential issue are as follows:
i) To issue and allot in aggregate and up to 2,00,00,000 warrants convertible to Equal Number of Equity Shares
of Rs. 10/- each at a Premium of Rs. 40 per share aggregating to Rs. One Hundred Crore to person’s mentioned
in the below stated annexure including the person’s belonging to the Promoter group on a Preferential basis in
compliance with applicable provisions of SEBI (ICDR) Regulations. The conversion of Warrants can be exercised
at any time during the period of 18 Months from the date of allotment of Warrants, as the case may be, on such
other terms and conditions as applicable.
Please note that the Extra Ordinary General Meeting (EGM) of the Members of the Company will be held on
December 23, 2019 for seeking their approval for the above stated Agenda Item, the draft Notice of which is
hereby approved in the Board Meeting.
The Relevant Date in relation the issue of Warrants in accordance with SEBI (ICDR) Regulations would be
November 22, 2019 as November 23, 2019 the date 30 days prior to the date of passing of Resolution at the
Proposed date of Holding Extra Ordinary General Meeting falls on a weekend day.
Choice International Limited
Choice House, Shree Shakambhari Corporate Park, Plot No 156-158, J.B. Nagar, Andheri (East), Mumbai — 400 099
Net Cash generated (uscd in) from financing Activities (C) (1,148.87) 1,241.39
Net (Decrease) in cash & cash equivalents (A+ B + C) (931.14) (1,864.88)
Cash & cash equivalents at the beginning of the period 1361.15 2,438.07
Cash & cash equivalents at the end of the period 430.01 $73.19
3. The Group has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2019 with comparative figures for the quarter and six mouths ended September
30, 2018 and the effective date of the transition is April 01, 2018, The above financial results have been prepared in accordance with the recognition and measurement
principles laid down in Ind AS 34- Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with relevant Rules issued thereunder and
other accounting principles generally accepted in India
4. Reconciliation of net profit as previously reported on account of transition from the previous Indian GAAP (1 GAAP) to the IND AS for the quarter and six months ended
September 30, 2018 respecttvely-
— _ (2 In Lakh) Quarter Six months ended
ended
Particulars September 30, September 30,
2018 2018
Unaudited Unaudited
Net Profit for the quarter under erstwhile Indian GAAP (13.90) (75.25)
Add/(Less): : Fair Value loss on financial assets (412.31) (440,39)
_Finance vost recognised based on effective rate (0.46) (0.99) _Tmpainnent loss on financial instruments (7.75) (12.47) Reclassification of Actuarial Loss on employee benefit obligation to (6.43) (12.46)
other comprehensive income
Tax Effect on Above 108.93 119.86
Net Profit for the quarter and six months under IND AS (331.92) (421.70)
Other Comprehensive Income ( Net of Income Tax) (605.33) (697.70)
Total Comprehensive Income (937,28) (1,119.40)
Choice International Limited
Choice House, Shree Shakarmbhari Carporaie Park, Plot No 156-158, J.B. Nagar, Andheri (East), Mumba; - 460099
Tel 91-22-6707 9999 Email (O: infomenacendia.com Website: wwu.crarceindia.com CIN No. L6/ 190M LISSPLCO7 1147 el
\/ a,
“"7\ Choice Nurturing Financlal Excellenca
5. Choice lnternauonal and its subsidiaries operations predominantly relates to four business segments i.e. Broking & Distribution services, Advisory services NBFC services
and IT Services, Business scyments have been identified as separable primary segment in accordarice with Indian Accounting Standard (Ind As) 108 "Operating Segments" as
prescribed under Section {33 of the Companies Act 2013. The balance is shown as unallocated items.
Unaudited Consolidated Segment wise Revenue, Results, Assets and Liabilities in terms of Regulation 33 of SEDI the (Listing Obligation and Disclosure
Requirements) Regulations, 2015 as amended:
Sr. No Particulars September June 30,2019] Septet
Hevenue :
Broking & Distribution Services _ 2.507 03 433.50 15.5] 2,743.20
| ob 811.65 829.64 I 1.6353 463.09 = 75.46 4 8S4 41
Segment Results Profiu(Loss) before tax and interest from each i
i
wool
b
bution Serv _ = 14753
(383.68) 242 100.82
IT Services
Expenditure Net Off unallocable Income
Services
NBFC Services
7
C Services | 07 i i Lh 95
1,123.19 71 1123.19
Total 40 29 74 70 6. The aforesaid consolidated financial results were reviewed by the Audit Commitiee und subsequently approved by the Board of Directors of he Company al us meeting held
on November 29, 2019
7, ‘The Ind AS unaudited financials results for the quarter and six months ended September 30 2018. have becn compiled by the management after making necessary adjustments
to wive a true and fair view of the results in accordance with Ind AS. This infonnation has not been subject to linuted review or audit
8. The profit before tax af Rs, 794 20 lakhs for the six months ended September 30, 2019 includes Ks. $13.82 lakhs on account of gain on fair valuation of secures held as Fair
Value through Profia & Loss (FYTPL)
Choice internationai Limited
Choice House, Shree Shakambhari Corporate Park, Plot No 156-158, LB. Nagas, Anchert (East), Mumial ~ 400 099.
9. Key data relating to standalone finuncial results of Choice Intemational Limited are as follows:
VV —,
7q\
(2 In Lakh)
The figures for the previous period have been regrouped and rearranged wherever deemed necessary
The above consolidated unaudited financial results for the quarter and six months ended September 30, 2019 as submitted to stock exchange ure also available
“www.choiceindia com"
al Place: Muinbar 0
Date: November 29, Ji
Ra Poddar
DIN- 01518700
Choice International Limited
Choice House, Shree Shakambhari Corporate Park, Plot No 156-158, J.6. Nagar, Andheri (Fast), Mumbai - 400 099,
Yel.: +91-22 ae
Particulars uarter ended Six montha ended '
September 30, June 30, | September 30, | September 30, | September 30,
INDEPENDENT AUDITORS’ REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF CHOICE INTERNATIONAL LIMITED
1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of Choice International Limited (the “Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as the “Group”), for the quarter and six months ended September 30, 2019 (the “Statement”) which includes jointly controlled operation of the group accounted on a proportionate basis, being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.
2. This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India (ICAI), A review of interim financial information consists of making inquiries, primarily of Parent’s personnel responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI
under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure A Requirements) Regulations, 2015, as amended, to the extent applicable.
Deloitte Haskins & Sells LLP
As stated in Note 7 to the Statement, we did not review the comparative
financial result for the quarter and six months ended September 30, 2018
and accordingly, figures and disclosures in relation to September 30,
2018 are not covered by our review report, Our report is not modified in
respect of this matter.
The Statement includes the results of the following entities:
Thought Consultants Jaipur Private Limited in JV with Choice
Consultancy Services Private Limited
Based on our review conducted and procedures performed as stated in
paragraph 3 above and based on the consideration of the review reports
of the other auditors referred to in paragraph 7 below, nothing has come
to our attention that causes us to believe that the accompanying
Statement, prepared in accordance with the recognition and
measurement principles laid down in the aforesaid Indian Accounting
Standard and other accounting principles generally accepted in India, has
not disclosed the information required to be disclosed in terms of
Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, including the manner in
which it is to be disclosed, or that it contains any material misstatement.
We did not review the interim financial results of :
e a jointly controlled operation, whose interim financial results reflect
total assets of Rs. 59 lakh as at September 30, 2019, total revenues
of Rs. Nil and Rs. Nil for the quarter and six months ended
September 30, 2019 respectively, total net loss after tax of Rs.1
lakh and Rs. 1 lakh for the quarter and six months ended
September 30, 2019 respectively, total comprehensive loss of Rs 1
lakh and Rs. 1 lakh for the quarter and six months ended
September 30, 2019 respectively and net cash flows of Rs. Nil for
the six months ended September 30, 2019, as considered in the
consolidated unaudited financial resuits, and
Deloitte Haskins & Sells LLP
Seven subsidiaries, included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 1816 lakh as at September 30, 2019, total revenues of Rs. 314 lakh and Rs. 538 lakh for the quarter and six months ended September 30, 2019 respectively, total net loss after tax of Rs. 100 lakh and Rs. 235 lakh for the quarter and six months ended September 30, 2019 respectively, total comprehensive income of Rs. 108 lakh and Rs. 270 lakh for the quarter and six months ended September 30, 2019 respectively and net cash flows of Rs. 25 lakh for the six
months ended September 30, 2019, as considered in the
Statement.
These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of the said jointly controlled operation and the subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
Our conclusion on the Statement is not modified in respect of this
5. The main business of the Company is providing support services to the subsidiaries and group companies as the
Company has surrendered its NBFC license and is in the process of getting it cancelled by "Reserve Bank of India”.
Further, all activities are carried out within India. As such, there are no separate reportable segments as per Indian
Accounting Standard (Ind As)-108 on "Operating Segments" prescribed under Section 133 of the Companies Act,
2013.
6. The Company has surrendered its license on August 20, 2018 and consequently, the Company reduced its lending
business and related borrowings. Accordingly, the Comparative information is not entirely comparable.
7. The aforesaid standalane unaudited financial results were reviewed by the Audit Committee and on _ its
recommendation have been subsequently approved by the Board of Directors of the Company at its meeting held on
November 29, 2019.
8. The figures for the previous period have been regrouped and rearranged wherever deemed necessary.
9, The standalone unaudited financial results for the quarter and six months ended September 30, 2019,as submitted to
stock exchange are also available on our website "www.choiceindia.com".
For and onbehalf of the Board of Directors
Kamal Poddar
Place : Mumbai
grr”)
Date : November 29, 2019 eA DIN: 01518700
Choice international! Limited
Chote House, Shree Shakarihhart Corporate Park, Plat lo 156-158. 16 Mopar, Andher (basi, Mumba: 400 099
fel POT 22. GAO O9904 Emad tO: [email protected] Website: www choiceindia com CIN Wo LOYIGUMHTGSABLCO?) Le ‘
D | itt Chartered Accountants e Ol e Indiabulls Finance Centre
Tower 3, 27"-32™ Floor
Haskins & Sells LLP Senapati Bapat Marg
Elphinstone Road (West)
Mumbai - 400 013
Maharashtra, India
Tel: +91 22 6185 4000 Fax: +91 22 6185 4001
INDEPENDENT AUDITORS’ REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF CHOICE INTERNATIONAL LIMITED
1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of Choice International Limited (the
“Company”), for the quarter and six months ended September 30,
2019 (the “Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
2. This Statement, which is the responsibility of the Company’s Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our
review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE} 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the Institute of Chartered Accountants of India
(ICAI). A review of interim financial information consists of making
inquiries, primarily of the Company‘’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Attention is drawn to Note 2 of the Statement which states that the statement of cash flows for the corresponding six months ended September 30, 2018, as reported in the accompanying Statement have been approved by the Company’s Board of Directors, but have not
been subjected to review.
Deloitte Haskins & Sells LLP
4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be
disclosed in terms of the Regulation, including the manner in which it is to be disclosed, or that it contains any material misstatement.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants