Your Directors present the 33rd Annual Report together with auditedfinancial statements of the Company for the financial year ended March 31 2019.
The financial results of your Company for the year ended March 31 2019 as compared tothe previous year are summarized below:-
| ||Rs Lac ||Rs Lac |
| ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Gross Income ||201.34 ||178.14 |
|Profit/(Loss) before Depreciation And Taxation ||24.56 ||37.86 |
|Less: Depreciation ||14.57 ||15.95 |
|Profit/(Loss) before Taxation ||9.99 ||21.91 |
|Provision for Taxation ||Nil ||Nil |
|Net Profit/(Loss) after Taxation ||9.99 ||21.91 |
AMOUNTS CARRIED TO RESERVES
The Net Profit of Rs 9.99 lac has been transferred to the Profit
& Loss Account and as 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.
In line with the change in the Objects the Company has during the current financialyear commenced new business in trading activity.
On account of accumulated loss and restrained resources your Directors regret theirinability to recommend Dividend.
As on March 31 2019 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 pursuant to Section129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014and marked as Annexure 'A' to this Report.
The audited financial statements of the subsidiary are 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 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 onHREF="http://applefinance.co.in/">http://applefinance.co.in/pdf/policy/2016/Material%20Subsidiary%20Policy.pdf
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
The details of Related Party Transaction are disclosed in Form No.AOC-2 and marked asAnnexure 'B'.
There were no related party transactions which could have potential conflict withinterest of the Company at large.
Your Directors draw attention of the Members to Note No.21(9) to the standalonefinancial statements which sets out related party disclosure.
The Company has adopted a policy of Related Party Transactions and the said policy canbe accessed on http:// applefinance.co.in/pdf/policy/2016/Related%20Party%20Transaction%20Policy.pdf
As required under Section 134(3)(a) of the Companies Act 2013 the Annual Return isput up on the Company's website and can be accessed atHREF="http://www.applefinance.co.in/">www.applefinance.co.in .
NUMBER OF MEETINGS OF THE BOARD
The Company holds at least 4 (four) Board Meetings in a financial year 1 (one) in eachquarter inter alia to review the financial results of the Company. The Companyalso holds additional Board Meetings to address its specific requirements as and whenrequired.
During the financial year the Board of Directors met 7 (seven) times. The details ofthe Board 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 year ended March 312019 the applicable accounting standards read with requirements set out under ScheduleIII to the Companies Act 2013 have been followed and there are no material departuresfrom the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments 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 March 31 2019 and of the Profit ofthe Company for the year ended on that date;
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 are operatingeffectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are 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.
M/s. Kucheria & Associates Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the 31st Annual GeneralMeeting held on September 26 2017. They have confirmed that they are not disqualifiedfrom continuing as Auditors of the Company.
As regards observations of the Auditors under the head 'Opinion' in the IndependentAuditors' Report attention of the Members is invited to Note Nos.21(1) and 21(10) to theAnnual Accounts which are self-explanatory. Save and except this the Auditors' Reportdoes not contain any disclaimer adverse remark reservation or qualification.
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. J. R. K. Sarma Ms. Jacqueline K. PatelIndependent Directors and Mr. Mahesh Raghavan Menon Non-Executive Director. All therecommendations made by the Audit Committee 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 2019. The Secretarial Audit Report is annexed as Annexure 'C'.
With reference to the observations made in the Secretarial Audit Report dated May 302019 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 Company hasduly appointed a Chief Financial Officer to hold office from June 1 2019.
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.
MATERIAL CHANGES AND COMMITMENTS
During the current financial year the Company has
commenced new business in trading activity. No material change or commitment whichwould have affected the financial position of your Company has occurred during the end ofthe financial year to which the financial statements relate 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.
There was no income or outflow of foreign exchange during the financial year underreview.
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the newly commenced business. Itregularly analyzes and takes corrective actions for managing/mitigating the same. YourCompany has institutionalized the process of identifying minimizing and mitigating riskswhich is periodically reviewed.
As part of the Company's policy all the surplus funds of the Company are parked inscheduled banks. The assets of the Company have been adequately insured.
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
During the year under review Mr. Mahesh K. Rachh retired by rotation and did not seekreappointment. Mr. Rachh was the Managing Director of the Company continuously from August9 2001 and retired as the Managing Director on August 9 2018.
Mr. Mahendra S. Shah demitted office as an Independent
Director of the Company effective October 19 2018 on account of his personalcommitments.
The Board places on record its appreciation towards valuable contributions made by Mr.Rachh and Mr. Shah during their tenure as Directors of the Company.
At the 33rd Annual General Meeting scheduled to be held on September 252019 Mr. Mahesh Raghavan Menon is sought to be reappointed as a Director of the Company.
Mr. P. B. Deshpande Company Secretary & Manager is the Key Managerial Personnel ofthe Company.
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 & 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 received any remunerationcommission or sitting fees from the subsidiary company Apple Asset Management Limited.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Board carried out the annual evaluation of its own performance. A structuredquestionnaire covering various aspects of functioning of the Board Committees andDirectors such as adequacy of composition of the Board and its Committees Board cultureexecution and performance of specific duties obligation and governance was distributed toeach member of the Board and inputs were received.
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://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 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.
DISCLOSURE ON SHARES HELD IN SUSPENSE ACCOUNT
There are no shares in the Dematerialized Suspense Account or the Unclaimed SuspenseAccount.
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 Company is committed to maintain the highest standards of corporate governancerequirements as set out by SEBI. The Report on Corporate Governance as stipulated underthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 formsintegral part of this Report. The requisite Compliance Certificate has been obtained fromMessrs Kucheria & Associates Chartered Accountants regarding compliance of conditionsof Corporate Governance as stipulated under Part 'E' of Schedule II of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is annexed to the CorporateGovernance Report.
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
LISTING WITH STOCK EXCHANGE
Your Company's equity shares are listed on BSE Limited. The Annual Listing Fee for thefinancial year 2019-2020 has been duly paid to BSE Limited.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Woman at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and rules made thereunderthe Company has formed Internal Complaints Committee to address complaints pertaining tosexual harassment in accordance with the POSH Act. The Company has a policy for preventionof sexual harassment which ensures free and fair enquiry process and clear timelines forresolution.
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.
Your Directors state that no disclosure on reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:-
Details relating to deposits covered under Chapter V of the Companies Act 2013.
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
Neither the Directors nor the Manager of the Company receive any remuneration orcommission from its subsidiary.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
There is no Corporate Insolvency Resolution Process initiated under theInsolvency and Bankruptcy Code 2016.
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 || |
| ||J. R. K. Sarma ||Mahesh Menon |
| ||Director ||Director |
|Place: Mumbai || || |
|Date: May 30 2019 || || |