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Apple Finance Ltd.

BSE: 500014 Sector: Financials
NSE: APPLEIND ISIN Code: INE096A01010
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VOLUME 11608
52-Week high 5.16
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 19
Buy Price 3.36
Buy Qty 5.00
Sell Price 3.42
Sell Qty 50.00
OPEN 3.36
CLOSE 3.36
VOLUME 11608
52-Week high 5.16
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 19
Buy Price 3.36
Buy Qty 5.00
Sell Price 3.42
Sell Qty 50.00

Apple Finance Ltd. (APPLEIND) - Director Report

Company director report

Your Directors present the 31st Annual Report together with auditedfinancial statements of the Company for the financial year ended March 31 2017.

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended

March 31 2017 as compared to the previous year are summarized below:-

Rs Lac Rs Lac
Year ended 31.03.2017 Year ended 31.03.2016
Gross Income 155.79 227.29
Profit/(Loss) before Depreciation
And Taxation 26.89 105.33
Less: Depreciation 21.15 24.83
Profit/(Loss) before Taxation 5.74 80.50
Provision for Taxation Nil 0.01
Net Profit/(Loss) after Taxation 5.74 80.49

AMOUNTS CARRIED TO RESERVES

The Net Profit of Rs 5.74 lac has been transferred to the Profit and Loss Account andas such no amount has been carried to Reserves.

STATE OF AFFAIRS MANAGEMENT DISCUSSION AND ANALYSIS

Your Company’s main source of income is interest on Term Deposits and Dividends.During the year under review mainly due to reduction in interest on Term Deposits bybanks the

Gross Income as well as the Net Profit of the Company have dropped from their levels oflast year.

Efforts have been continuously made to recover the dues from the defaulting debtors.However the year under review did not see any realization from such sticky accounts. Asthe business was unviable the Company during the financial year 2003-2004 surrendered itsCertificate of

Registration of Non-Banking Financial Institution to Reserve Bank of India and sincethen the Company has not embarked upon any new business activity including during the yearunder review.

On account of accumulated loss and restrained resources your Directors regret theirinability to recommend Dividend.

SUBSIDIARY

As on March 31 2017 Apple Asset Management Limited is the wholly-owned subsidiary ofthe Company. The said subsidiary was in the business of managing Schemes of Apple MutualFund viz. Apple Midas Fund – The Gold Share and Apple Platinum Share. EffectiveDecember 27 1999 both the Schemes of Apple Mutual Fund were taken over by Birla MutualFund and since then the said subsidiary has not carried on any business.

A report on the financial performance and financial position of the subsidiary includedin the consolidated financial statement is presented in Form No.AOC-1 pursuant to Section129 of the Companies Act 2013 read with Rule 5 of Companies

(Accounts) Rules 2014 and marked as Annexure ‘A’ to this

Report.

The audited financial statement of the subsidiary is placed on the Company’swebsite and the Members interested in obtaining copy of Annual Report of the subsidiaryare advised to write to the Company at its Registered Office.

During the financial year under review apart from Apple

Asset Management Limited no other company became or ceased to be the Company’ssubsidiary joint venture or associate company.

Although the Company does not have a material subsidiary your Company’s policy onMaterial Subsidiary as approved by the Board of Directors is hosted onhttp://www.applefinance. co.in/pdf/policy/2016/Material%20Subsidiary%20Policy.pdf

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 & Administration) Rules 2014 the extract of the Annual Return as atMarch 31 2017 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(3)(c) and Section 134(5) of the Companies Act 2013 yourDirectors state that:-a) in the preparation of the annual accounts for the financial yearended March 31 2017 the applicable accounting standards have been followed and there areno material departures from the same. b) the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profit of the Company for the year ended on thatdate. c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for 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 areoperating effectively. f) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are 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 both the Independent Directors as per theprovisions of Section

149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as prescribed under the provisions of Section 149(6) of the Companies Act2013 and that there is no change in the circumstances as on the date of this Report whichmay affect their respective status as an Independent Director.

AUDITORS

As per the provisions of the Companies Act 2013 the period of office of M/s. MahendraKumbhat & Associates Chartered Accountants Auditors expires at the conclusion ofthe ensuing Annual General Meeting.

It is proposed to appoint M/s. Kucheria & Associates Chartered Accountants asAuditors of the Company for a term of 5 (five) consecutive years subject to the approvalof the Members at the ensuing Annual General Meeting. M/s. Kucheria & AssociatesChartered Accountants have confirmed their eligibility and qualification required underthe Companies Act 2013 for holding the office as Auditors of the

Company.

AUDITORS’ REPORT

As regards observations of the Auditors under the head

‘Opinion’ in the Independent Auditors’ Report attention of the Membersis invited to Note Nos.19(1) and 19(10) to the

Annual Accounts which are self-explanatory. Save and except this the Auditors’Report does not contain any disclaimer adverse remark reservation or qualification.

The Auditors have not reported any incident of fraud to the Company’s AuditCommittee during the year under review.

AUDIT COMMITTEE

The Company’s Audit Committee comprises Mr. Mahendra S.

Shah Ms. Jacqueline Patel Independent Directors and Mr.

Mahesh K. Rachh. All the recommendations made by the Audit Committee were accepted bythe Board.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s. Pramod S. Shah & Associates PracticingCompany Secretaries as the Secretarial

Auditor of your Company for the financial year ended March 31 2017. The SecretarialAudit Report is annexed as Annexure ‘C’.

With reference to the observations made in the Secretarial Audit Report dated May 292017 regarding non-compliance with Section 203 of the Companies Act 2013 read with theCompanies (Appointment & Remuneration of Managerial

Personnel) Rules 2014 regarding non-appointment of a

Chief Financial Officer your Directors submit that the said observations have beenduly noted and necessary action is being initiated to comply with the requirement of thesaid

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 which were entered into during the financial year endedMarch 31 2017 were in the ordinary course of business and on arm’s length basis toserve mutual need and mutual interest and as such outside the purview of Section 188 ofthe Companies Act 2013. There were no materially significant related party transactionsmade by your

Company. The Company has accordingly 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(9) to the standalone financial statement which sets out related partydisclosure.

The Company has adopted a policy of Related Party Transactions and the said policy canbe accessed on http:// www.applefinance.co.in/pdf/policy/2016/Related%20Party%20Transaction%20Policy.pdf

MATERIAL CHANGES AND COMMITMENTS

During the year there was no change in the general nature of business of your Company.No material change or commitment which would have affected the financial position of yourCompany has occurred during the end of the financial year to which the financial statementrelates and the date of the Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Rule 8 of the Companies

(Accounts) Rules 2014 read with Section 134(3) of the Companies Act 2013 relating toconservation of energy and technology absorption is not being given since your Company isnot engaged in manufacturing activity and does not have any operations.

There was no income or outflow of foreign exchange during the financial year underreview.

RISK MANAGEMENT POLICY

As mentioned herein above the Company has not embarked on any new business activitysince the surrender to Reserve

Bank of India of the Certificate of Registration of Non-

Banking Financial Institution. In the meanwhile as part of the Company’s policyall the surplus funds of the Company have been parked in scheduled banks. The assets ofthe Company have been adequately insured. As and when the Company will undertake abusiness activity your Directors will immediately formulate an appropriate RiskManagement 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 28th Annual General Meeting held on September 25

2014 Mr. Mahindra S. Shah and Ms. Jacqueline Patel were appointed IndependentDirectors to hold office for 5 (five) consecutive years for a term up to the conclusion ofthe 33rd Annual General Meeting of the Company.

At the 31st Annual General Meeting scheduled to be held on September 262017 Mr. Mahesh Raghavan Menon is sought to be reappointed as the Director of theCompany.

Mr. Mahesh K. Rachh Managing Director and Mr. P. B. Deshpande Company Secretary arethe Key Managerial Personnel of the Company. There was no change in the Company’s KeyManagerial Personnel.

None of the Directors and Key Managerial Personnel is in any way related to each other.

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 Nomination and Remuneration

Policy has been annexed to this Report and marked as Annexure ‘D’.

Neither the Managing Director nor the other Directors receive any remunerationcommission or sitting fees from the subsidiary company Apple Asset Management Limited.

BOARD EVALUATION

The Company’s Board of Directors is committed to assessing its own performance asa Board in order to identify its strength and areas in which it may improve itsfunctioning. To that end the Nomination and Remuneration Committee has establishedprocesses for evaluation of performance of Independent Directors and the Board.

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17 of SEBI (Listing

Obligations & Disclosure Requirements) Regulations 2015 the Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration and otherCommittees. A structured evaluation was conducted after taking into consideration inputsreceived from the Directors covering various aspects including but not limited to theknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated Whistle Blower Policy andVigil Mechanism for its Directors and employees and any Director or employee may makeprotected disclosure to the Chairman of the Audit Committee. The Policy on Vigil Mechanismand the Whistle Blower Policy may be accessed on http://www.applefinance.co.in/pdf/policy/2016/Whistle%20Blower%20 Policy.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the

Companies Act 2013 read with Rule 5 of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 in respect of employees of the Company is providedin Annexure ‘E’ which is annexed herewith.

SHARE CAPITAL

During the year under review no share with differential rights was issued by yourCompany nor did your Company issue any equity share as sweat equity share.

DISCLOSURE ON SHARES HELD IN SUSPENSE ACCOUNT

There are no shares in the Dematerialized Suspense Account or the Unclaimed SuspenseAccount.

DEPOSITS

Your Company has not accepted any deposit within the meaning of the Chapter V of theCompanies Act 2013. Further no amount on account of principal or interest on deposit wasoutstanding as at the end of the year under Report.

CONSOLIDATED FINANCIAL STATEMENTS

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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governancerequirements as set out by SEBI. The

Report on Corporate Governance as stipulated under SEBI

(Listing Obligations & Disclosure Requirements) Regulations 2015 forms integralpart of this Report. The requisite Compliance Certificate has been obtained from Messrs.

Mahendra Kumbhat & Associates Chartered Accountants regarding compliance ofconditions of Corporate Governance as stipulated under Part ‘E’ of Schedule IIof SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is annexedto the Corporate Governance Report.

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 Company’s operations in future.

LISTING WITH STOCK EXCHANGE

Your Company’s equity shares are listed on BSE Limited. The Annual Listing Fee forthe financial year 2017-2018 has been duly paid to BSE Limited.

GREEN INITIATIVE

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 we hereby once again appeal to all those Members who have not registered theiremail addresses so far to register their email addresses in respect of electronic holdingswith their concerned Depository Participants and/or the Company.

HUMAN RESOURCES

Based on the Policy on Prevention Prohibition and Redressal of Sexual Harassment ofWomen at Workplace the Internal

Complaints Committee of your Company informed that no case of sexual harassment wasreported during the year under review.

The relations during the financial year between the employees and the Management ofyour Company continued to be cordial.

ACKNOWLEDGEMENT

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
Place: Mumbai
Date: May 30 2017

ANNEXURE "A"

FORM No.AOC 1

Statement containing salient features of the financial statement of subsidiary

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of theCompanies (Accounts) Rules 2014]

Part "A" Subsidiaries

Name of the Subsidiary : Apple Asset Management Limited
Reporting period for the subsidiary concerned if different : April 1 2016 to March 31 2017
from the holding company’s reporting period
Reporting currency and exchange rate as on the last date of : Not applicable
the relevant financial year in the case of foreign subsidiaries
Share Capital : Rs 112000000
Reserves & Surplus : (Rs 106273323)
Total Assets : Rs 52428086
Total Liabilities : Rs 46701403
Investments : Rs 52414613
Turnover : Nil
before Taxation : (Rs 46359)
Provision for Taxation : Nil
Profit after Taxation : (Rs 46359)
Proposed Dividend : Nil
% of Shareholding : 100%

Notes:

1. Names of subsidiaries which are yet to commence operations: None

2. Names of subsidiaries which have been liquidated or sold during the year: None

Part "B"

Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures:-Not Applicable

For and on behalf of the Board

Mahesh K. Rachh Mahendra S. Shah

Managing Director

Director

Place: Mumbai
Date: May 30 2017