Apple Finance Ltd.
|BSE: 500014||Sector: Financials|
|NSE: APPLEIND||ISIN Code: INE096A01010|
|BSE LIVE 15:20 | 22 Sep||4.95||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Apple Finance Ltd. (APPLEIND) - Director Report
Company director report
Your Directors present their thirtieth Annual Report together with audited financialstatement of the Company for the financial year ended March 31 2016.
The financial results of your Company for the year ended March 31 2016 as compared tothe previous year are summarized below:-
AMOUNTS CARRIED TO RESERVES
The Net Profit of Rs. 80.49 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
As the business was unviable the Company during the financial year 2003-2004surrendered its Certificate of Registration of Non-Banking Financial Institution toReserve Bank of India and since then the Company has not embarked on any new businessactivity. During the year under review the Company continued its focus on recovery ofdues. Efforts have been made to control the operational expenses wherever possible.
On account of accumulated loss and restrained resources your Directors regret theirinability to recommend Dividend.
As on March 31 2016 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. Effective December27 1999 both the Schemes of Apple Mutual Fund were taken over by Birla Mutual Fund andsince 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 and marked asAnnexure 'A' to this Report.
The audited financial statement of the subsidiary is placed on the Company's websiteand the Members interested in obtaining copy of Annual Report of the subsidiary areadvised 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 Company's subsidiary joint venture or associatecompany.
Although the Company does not have a material subsidiary your Company's policy onMaterial Subsidiary as approved by the Board of Directors is hosted on
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 theAnnual Return as at March 31 2016 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 the Boardof Directors to the best of their knowledge and ability confirm that:-
a) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for the year under review.
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities. -
d) the Directors have prepared the annual accounts on a 'going concern' basis.
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating 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 thecriteria of independence as prescribed under the provisions of Section 149(6) of theCompanies Act 2013 and that there is no change in the circumstances as on the date ofthis Report which may affect their respective status as an Independent Director.
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 the IndependentAuditors' Report attention of the Members is invited to Note Nos.19(1) and 19(10) to theAnnual Accounts which are self-explanatory.
The Auditors have not reported any incident of fraud to the Company's Audit Committeeduring the year under review.
The Company's Audit Committee comprises Mr. Mahendra S. Shah Ms. Jacqueline PatelIndependent Directors and Mr. Mahesh K. Rachh. All the recommendations made by the AuditCommittee were accepted by the Board.
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 yearended March 31 2016. The Secretarial Audit Report is annexed as Annexure 'C'.
With reference to the observations made in the Secretarial Audit Report dated May 272016 regarding 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 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 which were entered into during the financial year endedMarch 31 2016 were in the ordinary course of business and on arm's length basis to servemutual need and mutual interest and as such outside the purview of Section 188 of theCompanies Act 2013. There were no materially significant related party transactions madeby your Company. The Company has accordingly nothing to report in Form No.AOC-2 and hencethe same is not annexed. '
Your Directors draw attention of the Members to Note No. 19(9) 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 http://www.applefinance.co.in/pdf/policy/2016/Related%20Party%20Transaction%20 Policy.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 has occurred which would have affected the financialposition of your Company between the end of the financial year to which the financialstatement relates 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 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 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 ofNon-Banking Financial Institution. In the meanwhile as part of the Company's policy allthe surplus funds of the Company have been parked in scheduled banks. The assets of theCompany have been adequately insured. As and when the Company will undertake a businessactivity your Directors will immediately formulate 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. .
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.
At the 30th Annual General Meeting scheduled to be held on September 232016 Mr Mahesh K. Rachh is sought to be reappointed as the Director and the ManagingDirector of the Company.
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
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 & Remuneration Policy has been annexed to thisReport 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.
The Company's Board of Directors is committed to assessing its own performance as aBoard in order to identify its strength and areas in which it may improve its functioning.To that end the Nomination and Remuneration Committee has established processes forevaluation of performance of Independent Directors and the Board.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of- SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and other Committees. A structured evaluation was conducted after taking intoconsideration inputs received from the Directors covering various aspects including butnot limited to the knowledge to perform the role time and level of participationperformance of duties level of oversight professional conduct and independence.
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%20Policy.pdf
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is provided in Annexure 'E' which is annexedherewith.
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.
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. Thefinancial statements have been prepared as per Schedule III to the Companies Act 2013.
The Company is committed to maintain the highest standards of corporate governancerequirements as set out by SEBI. The Report on Corporate Governance as stipulated underSEBI (Listing Obligations & Disclosure Requirements) Regulations
2015 forms integral part of this Report. The requisite Compliance Certificate has beenobtained from Messrs Mahendra Kumbhat & Associates Chartered Accountants regardingcompliance of conditions of Corporate Governance as stipulated under Part 'E' of ScheduleII to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 isannexed to 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.
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 8 Administration) Rules 2014 and Section 20 of the Companies Act 2013 readwith Rule 35 of the Companies (Incorporation) Rules 2014 which inter alia allowspaperless compliances and also service of notice/documents (including Annual Report)through electronic mode to its Members. To support this green initiative in full measureyour Directors 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 Participant's and/or the Company.
Based on the Policy on Prevention Prohibition and Redressal of Sexual Harassment ofWomen at Workplace the Internal Complaints Committee of your Company informed that nocase of sexual harassment was reported during the year under review.
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