Your Directors present their Twenty-Ninth Annual Report together with audited financialstatement of the Company for the financial year ended March 31 2015.
The financial results of your Company for the year ended March 31 2015 as compared tothe previous year are summarized below:-
| ||Rs. Lac ||Rs. Lac |
| ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Gross Income ||220.64 ||186.82 |
|Profit/(Loss) before Depreciation ||68.77 ||57.08 |
|And Taxation || || |
|Less: Depreciation ||27.50 ||19.61 |
|Profit/(Loss) before Taxation ||41.27 ||37.47 |
|Provision for Taxation ||0.02 ||0.02 |
|Net Profit/(Loss) after Taxation ||41.25 ||37.45 |
The Net Profit of Rs. 41.25 lac has been transferred to the Profit and Loss Account andas such nothing has been carried to Reserves.
STATE OF AFFAIRS MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review the Company continued its focus on recovery of dues. TheManagement is exploring various options to embark on business activities which offerpotential for profitable growth.
On account of accumulated loss and restrained resources your Directors regret theirinability to recommend Dividend.
As on March 31 2015 Apple Asset Management Limited is the wholly-owned subsidiary ofthe Company. The said subsidiary company was in the business of managing Schemes of AppleMutual Fund viz. Apple Midas Fund The Gold Share and Apple Platinum Share.Effective December 27 1999 both the Schemes of Apple Mutual Fund were taken over byBirla Mutual Fund and since then the said subsidiary company has not carried on anybusiness.
A statement containing the salient features of the financial statement of theCompanys subsidiary under Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 has been annexed in Form No.AOC-1 and marked asAnnexure A.
The audited financial statement of the subsidiary company is placed on theCompanys website and the Members interested in obtaining copy of Annual Report ofthe subsidiary company are advised to write to the Company at the Registered Office.
During the financial year under review apart from Apple Asset Management Limited noother company became or ceased to be the Companys subsidiary joint venture orassociate company. Although the Company does not have a material subsidiary pursuant toClause 49 of the Listing Agreement the Company has formulated a policy for determiningmaterial subsidiary and the said policy can be accessed on the Companys website www.applefinance.co.in
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 31 2015 forms part of this Report as Annexure B.
NUMBER OF MEETINGS OF THE BOARD
During the financial year the Board of Directors met four times. The details of theBoard Meetings as well as Meetings of Committees have been provided in the Report onCorporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:-a) in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures if any. b) the Directors have selected suchaccounting policies and applied them consistently and made judgements and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for the yearunder review. c) the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) the Directors have prepared the annual accounts on a goingconcern basis. e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. f) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the financial year such controls were tested and noreportable material weakness in the design or operation was observed.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent
Directors of the Company confirming that they meet the criteria of independence asprescribed both under Section 149(6) of the Companies Act 2013 and Clause 49 of theListing Agreement and the same have been taken on record by the Board of Directors.
Messrs Mahendra Kumbhat & Associates Chartered Accountants (ICAI RegistrationNo.105770W) Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting and are eligible for reappointment.
The Company has received letter from Messrs Mahendra Kumbhat & Associates to theeffect that the reappointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified forreappointment.
Members are requested to consider their reappointment as the Auditors of the Companyand authorize the Board of Directors to fix their remuneration.
As regards observations of the Auditors under the head Opinion in theIndependent Auditors Report attention of the Members is invited to Note Nos.19(1)and 19(11) to the Annual Accounts which are self-explanatory.
The Auditors have not reported any incident of fraud to the Companys AuditCommittee during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Bipin Raje & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year March31 2015. The Secretarial Audit Report is annexed as Annexure C. Withreference to the observations made in the Secretarial Audit Report dated May 29 2015regarding non-compliance with Section 203 of the Companies Act 2013 read with theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 regardingnon-appointment of a Chief Financial Officer your Directors submit that the the saidobservations have been duly noted and necessary action is being initiated to comply withthe requirement of the said Section.
LOANS GUARANTEES AND INVESTMENTS
During the financial year under review the Company has neither accepted any loan orguarantee nor has made any investment attracting the provisions of Section 186 of theCompanies Act 2013.
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All related party transactions those were entered into during the financial year endedMarch 31 2015 were in the ordinary course of business and on arms length basis andas such outside the purview of Section 188 of the Companies Act 2013. The Company hasaccordingly nothing to report in Form No.AOC-2 and hence the same is not annexed.
Your Directors draw attention of the Members to Note No.19(10) to the standalonefinancial statement which sets out related party disclosure.
The Company has adopted a policy of Related Party Transactions and the said policy canbe accessed on the Companys website www.applefinance.co.in
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year as on March 31 2015 and the date ofthis Report i.e. May 29 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information required under Rule 8 of the Companies (Accounts) Rules 2014 read withSection 134(3) of the Companies Act 2013 relating to conservation of energy andtechnology absorption is not being given since your Company is not engaged inmanufacturing activity and does not have any operations.
There was no income or outfl ow of foreign exchange during the financial year underreview.
RISK MANAGEMENT POLICY
As the business was unviable the Company in the financial year 2003-2004 surrenderedits Certificate of Registration of Non-Banking Financial Institution to Reserve Bank ofIndia and since then the Company has not embarked on any new business activity. In themeanwhile as part of the Companys policy all the surplus funds of the Company havebeen parked in scheduled banks. The assets of the Company have been adequately insured. Asand when the Company will undertake a business activity your Directors will immediatelyformulate an appropriate Risk Management Policy.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not constituted a Corporate Social Responsibility Committee since theCompany does not meet with any of the three conditions prescribed in Section 135 of theCompanies Act 2013 and the Rules made thereunder for constitution of a Corporate SocialResponsibility Committee.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board of Directors has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The Remuneration Policy has been annexed to this Report and markedas Annexure D.
Neither the Managing Director nor the other Directors receive any remunerationcommission or sitting fees from the subsidiary company Apple Asset Management Limited.
The evaluation framework for assessing the performance of Directors comprises thefollowing key areas:-
i. Attendance of Board meetings and Board Committee meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding the business plans of the Company andits performance.
iv. Providing perspectives and feedback going beyond information provided by theManagement.
v. Commitment to shareholders and other stakeholders interests.
The evaluation involves Self-Evaluation by Board Member and subsequently assessment bythe Board of Directors. A member of the Board shall not participate in the discussion ofhis/her evaluation.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 28th Annual General Meeting held on September 25 2014 Mr. MahindraS. Shah and Ms. Jacqueline Patel were appointed Independent Directors to hold office for 5(five) consecutive years for a term up to the conclusion of the 33rd AnnualGeneral Meeting of the Company.
Further Mr. Mahesh K. Rachh was reappointed as the Managing Director to hold officefor a period of 2 (two) years effective August 9 2014.
At the 29th Annual General Meeting scheduled to be held on September 242015 Mr. Mahesh Raghavan Menon is sought to be reappointed as the Non-Executive Directorof the Company. Mr. Mahesh K. Rachh Managing Director and Mr. P. B. Deshpande CompanySecretary are the Key Managerial Personnel of the Company. There was no change in theCompanys Key Managerial Personnel.
None of the Directors and Key Managerial Personnel is in any way related to each other.
The Companys Vigil Mechanism which also incorporates a whilstle blower policy interms of the Listing Agreement includes a Committee of Directors. Protected disclosurescan be made by a whistle blower through an email telephone call or a letter to theCommittee or to the Chairman of the Audit Committee. The policy on vigil mechanism andwhistle blower policy may be accessed on the Companys website www.applefinance.co.in
PARTICULARS OF EMPLOYEES
TheinformationrequiredunderSection197(12)oftheCompanies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is provided in Annexure E.
Your Company during the financial year under review has not accepted any depositsfrom public. The Company had no unclaimed or unpaid deposits as on March 31 2015.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared by your Company in accordancewith Accounting Standard 21 issued by the Institute of Chartered Accountants of India andthe same together with the Auditors Report thereon form part of the Annual Report.The financial statements have been prepared as per Schedule III to the Companies Act2013.
The Companys Audit Committee comprises Mr. Mahendra S. Shah Ms. JacquelinePatel Independent Directors and Mr. Mahesh K. Rachh. All the recommendations made by theAudit Committee were accepted by the Board.
A report on Corporate Governance stipulated by Clause 49 of the Listing Agreement isannexed hereto and forms part of this Annual Report.
The requisite certificate from the Companys Auditors confirming compliance withthe conditions of Corporate Governance as stipulated under Clause 49 is attached to theReport on Corporate Governance.
ORDERS BY REGULATORS COURTS OR TRIBUNALS
No significant and/or material orders were passed by any regulator or court or tribunalimpacting the going concern status or the Companys operations in future.
Your Directors would like to draw your attention to Section 101 of the Companies Act2013 and other applicable provisions thereof read with Rule 18 of the Companies(Management & Administration) Rules 2014 and Section 20 of the Companies Act 2013read with Rule 35 of the Companies (Incorporation) Rules 2014 which inter aliaallows paperless compliances and also service of notice/documents (including AnnualReport) through electronic mode to its Members. To support this green initiative in fullmeasure your Directors hereby once again appeal to all those Members who have notregistered their email addresses so far to register their email addresses in respect ofelectronic holdings with their concerned Depository Participants and/or the Company.
During the financial year under review there were no cases filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The relations during the financial year between the employees and the Management ofyour Company continued to be cordial.
Your Directors wish to express their gratitude to the shareholders for their support.They also wish to acknowledge the spirit of dedication commitment and cooperationextended by our employees.
|For and on behalf of the Board || |
|Mahesh K. Rachh ||Mahendra S. Shah |
|Managing Director ||Director |
Date: May 29 2015