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Apple Credit Corporation Ltd.

BSE: 511339 Sector: Financials
NSE: APPLECREDT ISIN Code: INE212A01013
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Apple Credit Corporation Ltd. (APPLECREDT) - Director Report

Company director report

To

THE MEMBERS OFABHAYAM TRADING LIMITED

Your Directors present herewith the 29th Annual Report of your Company together withthe Audited Accounts for the year ended 31st March 2017.

The financial highlights for the year under review are

as follows:

(Rupees in lacs)

Particulars Year Ended 31st March 2017 Year Ended 31st March 2016
Profit / Loss before Int. Depreciation and Tax (29.73) (47.04)
Less: : Depreciation Nil 0.02
Profit / Loss before Tax (29.73) (47.02)
Add : Provision for Non Performing assets NIL NIL
Less : Fringe Benefit Tax NIL NIL
Add : Depreciation related to earlier years Nil NIL
Profit / Loss after Int. Depreciation and Tax (29.73) (47.02)
Balance in Profit & Loss Account b/f (Loss) (29890.64) (29843.62)
Balance in Profit & Loss Account c/f (Loss) (29920.37) (29890.64)

There were no disbursements during the year under review. The Company has continued itsefforts for recovery of overdues.

On account of accumulated loss your Directors are not in a position to recommend anyDividend.

DIRECTORS

Mr. JS Narayana who retires by rotation and being eligible offers himself forre-election. A brief resume of the director retiring by rotation at the ensuing AGMnature of his expertise in specific functional areas and the name of companies in which heholds directorshi p and/or membershi p /chairmanshi p of committees of the board as stipulated under clause 49 of the listing agreement is given in the section on Corporategovernance elsewhere in the Annual report.

Management Discussion and Analysis

Report (MDAR)

a) Industry Structure and Developments:

Indian economy is likely to grow in the range of 6.75 to 7.5 per cent in 2017-18.. Asregards the downside risks cash ban (demonetisation) is likely to bring down the growthrate for 2016-17 to less than 7%.

b) Opportunities and Threats:

The Management of the Company discussed about the Strengths Weakness Opportunitiesand threats for the same.

c) Segment wise or Product wise performance:

The Company is concentrating on recovery of its old

Loans.

d) Outlook :

Prospects for the coming year remain uncertain.

e) Risk and areas of concern

Market and legal risks involved in recovery process are adequately addressed by theinternal control systems and are continuously reviewed and monitored by a dedicated teamof people.

f) Internal Control system and their adequacy:

The Company has adequate internal control procedures commensurate with the size of thecompany and the nature of business.

Mr.Subrahmaniya Sivam R.Chartered Accountant has been appointed to conduct InternalAudit and the findings and recommendations are placed before the Audit Committee of theBoard regularly. The Audit Committee regularly reviews the audit findings as well as theadequacy and effectiveness of the internal control measures and reports to the Board..

g) Vigil Mechanism /Whistle blower Policy.

As per Sec.177 (9) of Companies Act. and Rule 7 under Companies (Meetings of Board andits powers )Rules 2014the Company has vigil mechanism policy to deal with fraud ormis-management if any Details are given in Corporate Governance Report and also posted onthe website.

h) Related Party Transactions:

There are no related party transactions during the

year.

I) Material developments in Human Resources /

Industrial relations front :

Your Company believes that its greatest assets are its people The Company hasmaintained cordial relationshi p with its employees throughout the year.

Extract of Annual Return is as per Annexure - A

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that :

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed;

2. Appropriate accounting policies have been selected and applied consistently and havemade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017and of theProfit/Loss of the Company for the year ended 31st March 2017

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared for the year ended 31st March 2017 on a goingconcern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance is produced as a part of this Annual Reportalong with the Auditors Statement on its compliance.

DEPOSITORIES

As the Members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both the Depositories i.e.National Securities Depository Limited and Central Depository Services(India) Limited.

In view of the numerous advantages offered by the Depository system Members arerequested to avail of the facility of dematerialisation of the Company's shares on eitherof the Depositories aforesaid.

At present over 64.98% of the paid-up equity capital of the Company is held indematerialised form.

FIXED DEPOSITS

Your Company has no outstanding Deposits as all Unclaimed Deposits in the Company havebeen transferred to Government A/c as per Companies Act 1956.The Company during the yearunder review has not accepted any deposits from public.

AUDITORS

The Company's Auditors M/s Brahmayya & Co Chartered Accountants Chennai willretire at the ensuing Annual General meeting and being eligible have offered themselvesfor re-appointment and the requisite certificate u/s 139 of the Companies Act 2013 hasbeen obtained from them for this purpose.

AUDITORS' REPORT

As regards observations of the Auditors under the head "Opinion" in theIndependent Auditors' Report attention of the members is invited to Note No.19. to theAnnual accounts which is self explanatory.

As regards observations under "Emphasis of Matters". a. Provisions are beingcarried due to on going legal cases pending at various stages being pursued for a verylong period. b. 1). In view of the established law of limitation and clear legal opinionobtained the company does not have any payment obligation.

2). These are long pending unresolved amounts and no claim is envisaged.

Secretarial Audit Report Pursuant to Sec.204 of the Companies Act 2013and Companies(Appointment and Remuneration of Managerial Personnell)Rules 2014 .The Board has appointedM/s PK Panda & Co. Practising Company Secretaries to carry out Secretarial Audit ofthe Company as per Annexure - B

As regards observations in secretarial audit report:

1. Efforts are being made continuously to appoint a Company Secretary.

2. Certificate under Reg.7(3) of SEBI (LODR) regulations 2015 being now filedregularly.

3 a). Form A/B being now regularly submitted.

b). Signed Audit Report now being submitted.

PARTICULARS OF PERSONNEL

The information required under Sec.197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and remuneration of managerial personnel) Rules 2014 areprovided in Annexure C.

The particulars of employees as required u/s 134 of the Companies Act 2013 read withthe Companies (Particulars of Employees) Rules 1975 is not applicable to the Company asthere were no employees drawing remuneration in excess of the limits specified under thesaid rules.

Rule 8 under Companies(Accounts) Rules 2014:

123 Your Company has no activity relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange these areas during the period under review.

4. Further the Board has made an annual evaluation of its own performance and that ofits committees by analysing the agenda considered notes and discussion papers andattendance of individual directors.

5. i) Financial Summary given above.

ii) Change in business does not apply.

iii) Independent Directors are.Mr. JRK Sarma and Mr. K.Elangovan. iv) Subsidiaries andJoint Ventures – Nil

v) Deposits under chapter V - Nil

vi) Deposits not in compliance with Chapter V- NA

vii) No significant /Material orders passed by regulators/ Court/Tribunals impactingthe going concern status/future operations.

viii)Adequate internal financial controls in force.

Rule 8 of Companies (CSR Policy) Rules 2014.

As the company has incurred loss the above doesnot apply.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude to the Shareholders Bankers andemployees for their support.

For and on behalf the Board

JRK Sarma K Elan govan
Director Director
J S Narayana V Padma
Director Director
Place : Chennai
Date : 24th April 2017

Annexure - C

Disclosure under Sec.197(12) and Rule 5 of Companies (Appt.and Remuneration ofmanagerial personnel) Rules 2014.

1. Ratio of remuneration of each Director to the median remuneration of the employeesfor financial year ended 31st March 2017.

S.No. Director Remn.(Rs.) Median Remn.(Rs) Ratio
1. JRK Sarma 7500.00 25025.00 30
2. K Elangovan 7500.00 25025.00 30
3. JS Narayana 4500.00 25025.00 18
4. V.Padma 6000.00 25025.00 24

2. The % increase in remuneration of each Director and KMP in the financial year.

S.No. Director % Increase
1. Not Applicable

3. The % increase in median remuneration of employees in the Financial year. NIL

4. No.of permanent Employees on the rolls of the Company as at 31st Mar. 2017. 2 nos.

5. As the Company is not in business relationshi p between average increase inremuneration and Company performance does not apply.

6. As the Company is not in business comparison of remuneration of KMP againstperformance of the Company does not apply.

7. As stock is not quoted during the year variations in market capitalisation does notapply.

8. There has been no increase in the salaries of employees.

9. As the Company is not in business comparison of each remuneration of KMP againstperformance of the Company does not apply

10. There is no variable component of remuneration availed by Directors.

11. Ratio of remuneration of the highest paid Director to that of the employees who arenot Directorsbut receive remuneration in excess of the highest paid Directors during theyear .

D.Harold – 0.031 Jaikumaar BV - 0.06

12. It is affirmed that the remuneration paid is as per the remuneration policy of theCompany.