Your Directors present the 34th Annual Report together with auditedfinancial statements of the Company for the financial year ended March 31 2020.
The fina results of your Company for the year ended ncial
March 31 2020 as compared to the previous year are summarized below:-
| ||Rs Lac ||Rs Lac |
| ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
|Gross Income ||880.20 ||201.34 |
|Profit/(Loss) before || || |
|Depreciation And Taxation ||311.82 ||24.56 |
|Less: Depreciation ||14.23 ||14.57 |
|Profit/(Loss) before Taxation ||297.59 ||9.99 |
|Provision for Taxation ||Nil ||Nil |
|Net Profit after Taxation ||297.59 ||9.99 |
AMOUNTS CARRIED TO RESERVES
The Net Profit of Rs297.59 lac has been transferred to the
Profit & Loss Account and as such no amount has been carried to Reserves.
THE YEAR IN RETROSPECT
During the year under review your Company followed a focused based approach in tradingand focused on select precious metal Silver which was projected to do well. As a resultof focused based trading strategy the return of net-worth increased from 0.18% to 5.34%as compared to the prev financial year. Operating profit margin has been ious recorded at39.62% which is impressive.
Consequently during the financial year 2019-2020 the
Total Income of the Company has increased by 337.14% as compared to increase of 13.02%in the previous financial year. The Profit After Tax increased by 2878.87% as compared todecrease of 11.93% in the previous financial year and consequent increase in the EPS from0.02 per share to 0.53 per share.
As much as Rs348.79 lac revenue has been recorded from the trading operations duringthe year under review as compared to Nil in the previous financial year 2018-2019. Thereare no segment-wise business or operations for the Company at present.
The Company continued its prudent policy on business profitabilit operations liquidityand y. While doing so it has endeavoured to achieve a proper balance in assets both long-term as well as short-term. Similarly a healthy current ratio is beingmaintained. The Company also strives to maintain a balance between risk and return onassets employed.
While physical delivery of metal and hedging for price are resorted to in alltransactions the Company continuously monitors the commodity market and developmentstherein with experts and market players.
Your Company Management is optimistic on the outlook of trading in precious metals onaccount of improved regulatory framework changes in geopolitical environment betterintegration of markets developing market infrastructures warehousing facilities.
The Company wishes to pursue the trading business and depending on risk returnanalysis may explore other metals in addition to Silver. The strategy to be implementedwill focus on delivering value to its shareholders and at the same time control inherentrisks in order to ensure sustainable development of the Company and protect the interestsof its stakeholders.
Along with y cost consciousness is even more profitabilit important to maintainhealthy y and initiatives for future growth.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a separate section on the Management Discussion andAnalysis for the financial year ended March 31 2020 is annexed which forms part of thisAnnual Report.
The global outbreak of COVID-19 has severely impacted many businesses around the worldand your Company is no exception. On March 11 2020 the World Health Organizationannounced COVID-19 as a pandemic. Major countries like USA France Germany Italy JapanNew Zealand Poland India and many others imposed highly restrictive mass quarantines.Lockdown in major economies caused severe depression in consumer demand behaviour.
On account of COVID-19 pandemic the Government of Maharashtra announced lockdown fromthe midnight of March 20 2020 till March 31 2020. The Central Government announced anationwide lockdown effective March 25 2020 which got extended from time to time tocombat the spread of COVID-19 virus. In compliance with the directives issued by the Government the Company's Office was temporarily shut down from March 20 2020 with a viewto safeguard the risk to the health of the employees. Your Company encouraged itsemployees to work from home to ensure that the work does not impede. The Governmentstarted the Unlock process in a phased manner from June 8 2020.
Based on the assessment made by the Company Management of the impact of COVID-19 on thefinancial position of the
Company your Directors are of the view that there is no significant impact on itsfinancial results/position as on
March 31 2020. As the situation is constantly evolving the Management has consideredinternal and external information available up to the date of approval financialstatements in assessing the impact of COVID-19 pandemic. In any event impact assessmentof COVID-19 is a continuing process given the uncertainties associated with its natureand duration and accordingly the impact may be different from that estimated as on thedate of approval of the financial statements. Your Company will continue to monitor anymaterial change to future economic condition.
REPORT ON CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V to the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 a report on the Corporate Governance isgiven as an Annexure and forms an integral part of this Annual R A Certificate from theCompany's Auditors eport. confirming compliance of the conditions of Corporate Governanceas stipulated under the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is appended to the Corporate Governance Report. A Certificate of theManager and the Chief Financial Officer of the Company in terms of Regulation 17(8) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is alsoannexed.
CHANGE OF NAME
Pursuant to the Special Resolution passed by the Members of the Company on January 152020 by way of Postal Ballot an application was made to the Registrar of CompaniesMaharashtra for issue of a fresh Certificate of Incorporate upon change of name of theCompany from Apple Finance Limited' to Utique Enterprises Limited'. Thereuponthe Registrar of Companies Maharashtra issued a fresh Certificate of Incorporation whichwas made effective on February 4 2020.
Accordingly the name of the Company was changed from Apple Finance Limited' toUtique Enterprises Limited' effective February 4 2020.
As on March 31 2020 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 statement containing the salient features of the performance and financial positionof the subsidiary as required under Section 129 of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 is provided in Form No.AOC-1 and marked asAnnexure A' to this Report. The Annual Report of the Company containing thestandalone and consolidated financial statements has been disseminated on the website ofthe Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 129 of the Companies Act 2013 the Consolidated FinancialStatements have been prepared by the Company in accordance with the applicable IndianAccounting Standards (Ind AS) and forms part of this Annual Report.
The audited financial statements of the subsidiary are placed on the Company's websiteand the Members interested in obtaining copy of the audited financial statements of thesubsidiary are 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.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not constituted a Corporate Social Responsibility Committee since theCompany does not meet with any of the 3 (three) conditions prescribed in Section 135 ofthe Companies Act 2013 and the rules made thereunder for constitution of a CorporateSocial Responsibility Committee.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Mahesh Raghavan Menon was reappointed a Non-ExecutiveDirector of the Company at the 33rd Annual General Meeting held on September25 2019.
On September 25 2019 the Board of Directors appointed Ms. Vidhi Bipin Mandaliya anAdditional Director of the Company in the category of Non-Executive Independent Director.Pursuant to the Ordinary Resolution passed by the Members on January 15 2020 by way ofPostal Ballot her appointment as a Non-Executive Independent Director was confirmed for aterm of 5 (five) years.
The term of Mrs. Jacqueline K. Patel as an Independent Director expired on September25 2019. The Board places on record its appreciation of the valuable contribution made byMrs. Jacqueline K. Patel during her tenure as a Director of the Company.
Mr. P H. Deval was appointed Chief Financial Officer of the .Company on June 1 2019.
Mr. Mahesh Raghavan Menon and Mr. P. B. Deshpande are sought to be reappointed as aNon-Executive Director and a Manager respectively.
None of the Directors and Key Managerial Personnel is in any way related to each other.
On September 25 2019 Ms. Vidhi Bipin Mandaliya was appointed as a Member of the AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee.
Consequent upon expiry of term of Mrs. Jacqueline K. Patel as an Independent Directorof the Company on September 25 2019 she ceased to be a Member of the aforesaidCommittees. There were no instances when the recommendations of the Audit Committee werenot accepted by the Board of Directors.
NUMBER OF BOARD MEETINGS
During the year under review the Board of Directors met 7 (seven) times. The detailsof the Board Meetings have been provided in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Companies Act 2013 yourDirectors report that:-a) in the preparation of the annual accounts for the financial yearended March 31 2020 the applicable accounting standards have been followed and there areno material departures. b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312020 and of the Profit of the Company for the year ended on that date. c) the Dire havetaken proper and sufficient care for ctors the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities. d) theDirectors have prepared the annual accounts on a going concern' basis. e) the Direhave laid down internal financial controls ctors to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively. f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. J. R. K. Sarma and Ms. Vidhi Bipin Mandaliya are independent in terms of Section149(6) of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The Company has recconfirmation requisiteeived annual declaration/ from both the Independent Directors confirming theirindependence.
The Board of Directors of the Company is of the view that Independent Directors fulfillthe criteria of independence and they are independent of the Management of the Company.Both the Independent Directors have informed the Company that they have registeredthemselves with Independent Directors' Database of IICA and will appear for the onlinetest of IICA if applicable.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Policy on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters isapproved by the Board of Directors based on the recommendation of the Nomination &Remuneration Committee.
The Policy formulated under Section 178(3) of the Companies Act 2013 coversremuneration to Non-Executive Directors remuneration to Key Managerial Personnel andsenior management and remuneration to other employees. The policy lays down detailedguidelines for remuneration of the Board Managing Director and employees.
It also lays the criteria for identification of persons for appointment as Directorsand in senior management positions including qualifications positive attributes andindependence.
The Nomination & Remuneration Policy is available on the Company's website at theweblink: https://img1.wsimg. com/blobby/go/337bd0b8-df00-4b4f-a5dd-91675e8feac7/downloads/Nomination%20%26%20Remuneration%20 Policy.pdf?ver=1602162136637
LOANS GUARANTEES AND INVESTMENTS MADE BY THE COMPANY
Your Company has extended support to the financial needs of the wholly-ownedsubsidiary Apple Asset Management Limited.
The particulars of loans given and of the investments made by the Company as at March31 2020 have been given in the
Notes forming part of the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the
Company during the financial year under review were in the ordinary course of thebusiness and on an arm's length basis and with prior approval of the Audit Committee. Thedetails of Related Party Transaction are disclosed in Form No.AOC-2 and marked as AnnexureB'.
The relat party disclosures as specified in Part A of Schedule ed
V read with Regulation 34(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 are given in the financial statements.
THE STATE OF COMPANY'S AFFAIRS
The state of Company's affairs is given under the heading "Year inRetrospect" and various other headings in this Report in Management Discussion &Analysis which is annexed to the Directors' Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 w no income or outflow of foreign exchange during as the financial year underreview.
Risk Management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach inaddressing business risks is comprehensive and includes periodic review of such risks anda framework of mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Audit Committee and the Board ofDirectors. Some of the risks which the Company is exposed to are financial riskscommodity price risks regulatory risks human resource risks strategic risks etc.
More details with respect to risk management are given in the Management Discussion& Analysis as well as the Corporate Governance Report.
The Risk Management Policy has been disseminated on the Company's website and availableat the weblink: https://img1.wsimg.com/blobby/go/337bd0b8-df00-4b4f-a5dd-91675e8feac7/downloads/Risk%20Management%20Policy.pdf?ver=1602162136637
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV to theCompanies Act 2013 read with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 Annual Performance Evaluation of the Board the Directors as well as ofthe Committees of the Board has been carried out. The performance evaluation of all theDirectors and the Board as a whole was conducted based on the criteria and frameworkadopted by the
Board. The properly defined and systematically structured questionnaire was preparedafter considering various aspects and benchmarks of the Board's functioning compositionof the Board and its Committees performance of specific duties obligations andgovernance.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Non-Independent Director was carried out bythe Independent Directors in their separate meeting. The Board of Directors expressedtheir satisfaction with the performance evaluation process.
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 C' which isannexed herewith.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide an environment which is free of discriminationintimidation and abuse. The Company is currently not required to constitute an InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 since your Company currently has less than 10 (ten) employees
During the year under review no complaint was filed by any employee of the Companyunder the said Act.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate financial controls over financial reporting. It haslaid down certain guidelines policies processes and structures which are commensuratewith the nature size complexity of operations and the business processes followed by theCompany. These controls enable and ensure the systematic and efficient conduct of theCompany's business protection of assets prevention and detection of frauds and errorsthe accuracy and completeness of the accounting and financial records. The controls havebeen reviewed and found satisfactory on the following key control matrices:-(i) Entit ylevel controls (ii) Financial controls (iii) Oper ational controls.
The Company has built-in review and control mechanism to ensure that such controlsystems are adequate and operating efficiently and these are continually reviewed foreffectiveness. The internal control system is maintained by qualified personnel and thereis an internal audit review on a regular basis to suggest adequacy and effectiveness ofthe system and to recommend improvements.
At the 31st Annual General Meeting held on September 26 2017 the Membersapproved the appointment of M/s. Kucheria & Associates Chartered Accountants (FirmRegn.
No.105391W) to hold office for a term of 5 (five) years from the conclusion of the 31stAnnual General Meeting until the conclusion of the 36th Annual General Meetingof the Company. Consequent to amendment to the Companies Act
2013 r atification of the Auditors' appointment is not required at every AnnualGeneral Meeting.
As regards observations of the Auditors under the head Opinion' in theIndependent Auditors' Report attention of the Members is invited to Note No.24(10) to thestandalone financial statements which is self-explanatory. Save and except this theAuditors' Report does not contain any disclaimer adverse remark reservation orqualification.
The Auditors have not reported any incident of fraud to the Company's Audit Committeeduring the year under review.
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 2020. The Secretarial Audit Report is annexed as Annexure D'. With referenceto the observations made in the Secretarial Audit Report dated July 30 2020 regardingnon-compliance with certain provisions of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and the SEBI (Prohibition of Insider Trading) Regulations2015 the same have been duly noted and action has already been initiated for compliancewith the said provisions. Your Directors shall ensure meticulous compliance of all thestatutes rules and regulations applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS
No material change or commitment which would have affected the financial position ofyour Company has occurred during the end of the financial year to which the financialstatements relate and the date of the Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management & Administration) Rules 2014 an extract of the Annual Returnof the Company in Form No.MGT-9 is annexed hereto and marked as Annexure E' andforms part of this Report. The Annual Return as referred to in Section 134(3)(a) of theCompanies Act 2013 for the financial year ended March 31 2020 shall be disseminated onthe Company's website.
(i) The Company has not accepted any deposit from the public falling within the ambitof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
(ii) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise. (iii) None of the Directors of the Company has received anyremuneration or commission from the subsidiary company.
(iv) No significant and material orders have been passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.
(v) The Company has nothing to disclose with respect to buyback of shares. (vi) Auditors of the Company have not reported any fraud as specified under the second provisoof Section 143(12) of the Companies Act 2013.
(vii) The Company has complied with the Secretarial Standards on Meetings of the Boardof Directors and General Meetings issued by the Institute of Company Secretaries of India.
(viii) 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: July 30 2020 || || |