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Utique Enterprises Ltd.

BSE: 500014 Sector: Financials
BSE 00:00 | 18 Aug 8.00 0.72






NSE 05:30 | 01 Jan Utique Enterprises Ltd
OPEN 7.88
VOLUME 577582
52-Week high 13.86
52-Week low 2.53
P/E 2.47
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.88
CLOSE 7.28
VOLUME 577582
52-Week high 13.86
52-Week low 2.53
P/E 2.47
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Utique Enterprises Ltd. (APPLEIND) - Director Report

Company director report

Your Directors present the 35th Annual Report together with auditedfinancial statements of the Company for the financial year ended March 31 2021.


The financial results of your Company for the year ended March 31 2021 as compared tothe previous year are summarized below:-

Rs. Lac Rs. Lac
Year ended 31.03.2021 Year ended 31.03.2020
Gross Income 614.29 870.04
Profit/(Loss) before Depreciation and Taxation 258.75 311.82
Less: Depreciation 14.00 14.23
Profit before Taxation 244.75 297.59
Provision for Taxation Nil Nil
Net Profit after Taxation 244.75 297.59


The Board of Directors has decided to retain the entire amount of Net Profit for thefinancial year 2020-2021 in the Profit & Loss Account and as such no amount has beencarried to Reserves.


In view of the accumulated losses your Directors regret their inability to declaredividend on equity shares.


The onset of the COVID-19 pandemic and consequent lockdowns significantly impacted theeconomy in general and the Commodity Sector in particular in the first half of financialyear 2020-2021. The year has been of unprecedented volatility in the financial market andliquidity conditions.

Your Company has been able to successfully navigate this volatility by continuing tofollow a focused based approach in trading and focused on select precious metal Silver.

As a result of this trading strategy the return of net-worth has been maintained at4.39% which is reasonable as compared to 5.34% in the previous financial year. TheOperating Profit margin has been recorded at a decent 31.03%.

During the financial year 2020-2021 the Total Income of the Company has declined by30.20% as compared to the previous financial year. The Profit After Tax also declined by17.75% as compared to the previous financial year and consequent EPS was '0.44 per share.This is again because of continuous lockdowns for most part of the year and mixedperformance of Commodities Market during the financial year under review.

Revenue of '190.67 lac has been recorded from the trading operations during the yearunder review. Currently there are no segment-wise business or operations for the Company.

The Company continued its prudent policy on business operations liquidity andprofitability. 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.

There was no change in the nature of business of the Company during the year underreview.


The global outbreak of COVID-19 has severely impacted many businesses around the worldand your Company is no exception. The COVID-19 pandemic disrupted several lives and dealta severe blow to the economic health of the nation. It has also put tremendous burden onthe healthcare infrastructure of the nation which is crucial for saving lives andreducing the impact of the pandemic.

The Indian economy passed through one of the most volatile periods in 2020-2021. TheIndian Government announced a complete lockdown in public movement and economic activityfrom the fourth week of March 2020. The Central Government as well as the state and localgovernments adopted far reaching measures to mitigate the spread of COVID-19 includingtravel restrictions stay-at-home orders restrictions on public gatherings socialdistancing measures mandated closures of non-essential businesses occupancy limits andother health related safety measures during the first quarter of 2020-2021.

As economic activity came to a grinding halt the lockdown had a devastating impact onan already-slowing economy as 1.38 billion Indians were required to stay indoors - one ofthe most stringent lockdowns enforced in the world. The Indian economy de-grew 23.90% inthe first quarter of 2020-2021 the sharpest de-growth experienced by the nation since theindex was prepared.

The nationwide lockdown continued during the year till June 8 2020 when the Unlockprocess started. However full sense of some normalcy was visible only by December 2020impacting business of the Company. In compliance with the directives issued by theGovernment the Company's Office was temporarily shut down from March 20 2020 with a viewto safeguard the risk to the health of the employees.

While the Company's Office began functioning partly from June 15 2020 with less thanfull capacity on account of resurgence of COVID-19 the Office was once again temporarilyshut down from April 6 2021 in compliance with the Government Orders for closure ofnon-essential businesses operating in private sector in Mumbai with a view to contain thespread of COVID-19. During the periods of lockdown your Company encouraged its employeesto work from home to ensure that the work does not impede.

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 nosignificant impact on its financial results/position as on March 31 2021. As thesituation is constantly evolving the Management has considered internal and externalinformation available up to the date of approval financial

statements in assessing the impact of COVID-19 pandemic. In any event impactassessment of COVID-19 is a continuing process given the uncertainties associated withits nature and duration and accordingly the impact may be different from that estimatedas on the date of approval of the financial statements. Your Company will continue tomonitor any material change to future economic condition.


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 profitability cost consciousness is even more important to maintain healthyprofitability and initiatives for future growth.


Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ("Listing Regulations") a separate section onthe Management Discussion and Analysis for the financial year ended March 31 2021 isannexed which forms part of this Annual Report.


As defined under the Companies Act 2013 ("the Act") the Company has awholly-owned subsidiary Apple Asset Management Limited. The said subsidiary was in thebusiness of managing Schemes of Apple Mutual Fund viz. Apple Midas Fund - The Gold Shareand Apple Platinum Share. Effective December 27 1999 both the Schemes of Apple MutualFund were taken over by Birla Mutual Fund and since then the said subsidiary has notcarried on any business.

For the financial year ended March 31 2021 Apple Asset Management Limited posted lossof '41220 and its accumulated losses stood at '106300691.

The Board of Directors of Apple Asset Management Limited at its meeting held on June28 2021 has decided to adopt Consultancy Services as its Main Object by alteration of theexisting Object Clause of its Memorandum of Association.


Pursuant to Section 129(3) of the Act the consolidated financial statements of theCompany and its subsidiary prepared in accordance with the Indian Accounting Standard 110specified under the Act and the rules thereunder form part of this Annual Report. Astatement containing the salient features of the financial statements of the Company'ssubsidiary in Form No.AOC-1 is given in this Annual Report and marked as Annexure 'A'.

Further pursuant to the provisions of Section 136 of the Act the audited financialstatements of the subsidiary are available on the Company's website. Members interested inobtaining copy of the audited financial statements of the subsidiary are advised to writeto the Company at its Registered Office.

During the year under review no other entity became or ceased to be a subsidiaryjoint venture or associate company of your Company.


During the financial year ended March 31 2021 there were no changes in the capitalstructure of the Company.


There are no material changes affecting the financial position of the Company after theclose of the financial year 20202021 till the date of this Report.


Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors as well as the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and operating effectively during the financial year 20202021.

Pursuant to Section 134(5) of the Act your Directors to the best of their knowledgeand ability confirm that for the financial year ended March 31 2021:-

a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and there are no materialdepartures.

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the Profit of theCompany for the year ended on that date.

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a 'going concern' basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.


The Members in the 34th Annual General Meeting held on December 23 2020reappointed Mr. P. B. Deshpande as Manager for a term of 2 (two) years with effect fromAugust 9 2020.

In the last Annual General Meeting Mr. Mahesh Raghavan Menon (DIN: 00164298) wasreappointed as a Non-Executive Non-Independent Director liable to retire by rotation.

At the ensuing Annual General Meeting Mr. Mahesh Raghavan Menon retires by rotationand being eligible offers himself for reappointment. A resolution seeking shareholders'approval for his reappointment forms part of the Notice of the 35th AnnualGeneral Meeting.

During the year under review the Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending the meetings of theBoard/Committees and General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 were Mr. P. H. Deval Chief Financial Officer and Mr. P.B. Deshpande Manager & Company Secretary.

Apart from the above no other person was appointed or had ceased to be the Director orthe Key Managerial Personnel of the Company during the financial year 2020-2021.

Brief particulars and expertise of Director seeking reappointment together with hisother Directorships and Committee Memberships have been given in the Annexure to theNotice of the Annual General Meeting and in accordance with the Listing Regulations andSecretarial Standards.

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


The Company's Board of Directors comprises eminent persons of proven competence andintegrity. Besides experience strong financial acumen strategic astuteness andleadership qualities they have a significant degree of commitment towards the Company anddevote adequate time to the meetings and preparation. In terms of requirement of ListingRegulations the Board has identified core skills expertise and competencies of theDirectors in the context of the Company's business for effective functioning which havebeen detailed in the Corporate Governance Report.

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. The Board exhibits strong operationaloversight with regular presentation in quarterly meetings. The Board/Committee meetingsare prescheduled and a tentative annual calendar of the Board/Committee meetings iscirculated to the Directors well in advance to help them plan their schedule and ensuremeaningful participation at the meetings.

The agenda for the Board and Committee meetings includes detailed notes on the mattersto be discussed to enable the Directors take an informed decision.

The Board of Directors had held 6 (six) meetings during the financial year 2020-2021.For further details please refer to the Corporate Governance Report which forms part ofthis Annual Report. The intervening gap between the meetings was within the periodprescribed under the Act and the Listing Regulations.


In terms of Regulation 25(8) of the Listing Regulations the Independent Directors havesubmitted a declaration that they meet the criteria of independence and that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impact their ability to discharge their duties with an objective independentjudgement and without any external influence pursuant to Regulation 25 of the ListingRegulations.

Further declaration on compliance with Rule 6(3) of the Companies (Appointment &Qualification of Directors) Rules 2014 as amended by the Ministry of Corporate Affairs("the MCA") Notification dated October 22 2019 regarding the requirementrelating to enrollment in the Data Bank created by the MCA for Independent Directors hasbeen received from the Independent Directors.

Pursuant to the provisions of Section 140 of the Act the Independent Directors havesubmitted declarations that both of them meet the criteria of independence as provided inSection 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) ofthe Listing Regulations.

Based on the confirmation/disclosures received from the Directors Mr. J. R. K. Sarmaand Ms. Vidhi Bipin Mandaliya are independent as on March 31 2021.


The Company has 4 (four) Board Committees as on March 31 2021:-

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Share & Debenture Transfer Committee.

Details of the Committees along with their main terms compositions and meetings heldduring the year under review are provided in the Report on Corporate Governance a part ofthis Annual Report.


The Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters is approved by the Board of Directors based on the recommendation of theNomination & Remuneration Committee.

The Policy formulated under Section 178(3) of the Act covers remuneration toNon-Executive Directors remuneration to Key Managerial Personnel senior management andremuneration to other employees. The Policy lays down detailed guidelines for remunerationof the Board Managing Director and employees. It also lays the criteria foridentification of persons for appointment as Directors and in senior management positionsincluding qualifications positive attributes and independence.

The Nomination & Remuneration Policy is available on the Company's website at theweblink: 1fd323b8-d526-4282- abdd-e345077e0ec1.pdf (


The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theListing Regulations.

Board of Directors

In accordance with the criteria recommended by the Nomination & RemunerationCommittee the Board of Directors evaluated the performance of the Board having regard tovarious criteria such as Board composition Board processes and Board dynamics. TheIndependent Directors at their separate meeting also evaluated the performance of theBoard as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous view that performance of the Board of Directors as a whole wassatisfactory.

Committees of the Board of Directors

The performance of the Audit Committee the Nomination & Remuneration Committee andthe Stakeholders' Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes and committeedynamics. The Board was of the unanimous view that all the Committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the rules made thereunderand the Listing Regulations.

Individual Directors

(a) Independent Directors:

In accordance with the criteria recommended by the Nomination & RemunerationCommittee the performance of each Independent Director was evaluated by the entire Boardof Directors (excluding the Director being evaluated) on various parameters likequalification experience availability and attendance integrity commitment governanceindependence communication preparedness participation and value addition. The Board wasof the unanimous view that each Independent Director was a reputed professional andbrought his/her rich experience to the deliberations of the Board. The Board alsoappreciated the contribution made by the Independent Directors in guiding the managementin achieving higher growth and concluded that continuance of each Independent Director onthe Board will be in the interest of the Company.

(b) Non-Independent Director:

The performance of the Non-Independent Director was evaluated by the IndependentDirectors at their separate meeting. Various criteria considered for the purpose ofevaluation include qualification experience availability and attendance integritycommitment governance communication etc. The Independent Directors and the Board were ofthe unanimous view that the NonIndependent Director was providing good business and peopleleadership.

The criteria recommended by the Nomination & Remuneration Committee for performanceevaluation are as provided by the Guidance Note on Board Evaluation issued by theSecurities & Exchange Board of India.


The Company recognizes and embraces the importance of a diverse Board in its success.The Company believes that a truly diverse Board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of the Board of Directors.


The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to the Company's polices safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The Company'sinternal control systems are commensurate with the nature of its business the size andcomplexity of its business.

The Board of Directors has appointed M/s. Jignesh Goradia & Associates CharteredAccountants as Internal Auditors who submit their quarterly reports to the Company whichare placed before the Audit Committee. Remediation of deficiencies whenever highlightedby the Internal Auditors has resulted in robust framework for internal controls.


The details including the composition of the Audit Committee and terms of reference ofthe Committee are included in the Corporate Governance Report which is a part of thisReport.

There were no instances when the recommendations of the Audit Committee were notaccepted by the Board of Directors.


In compliance with Regulation 34 read with Schedule V to the Listing Regulations areport on the Corporate Governance is given as an Annexure and forms an integral part ofthis Annual Report. A Certificate from the Company's Auditors confirming compliance ofthe conditions of Corporate Governance as stipulated under the Listing Regulations isappended to the Corporate Governance Report. A Certificate of the Chief Financial Officerand the Manager of the Company in terms of Regulation 17(8) of the Listing Regulations isalso annexed.


At the 31st Annual General Meeting held on September 26 2017 theshareholders had approved appointment of M/s. Kucheria & Associates CharteredAccountants (ICAI Regn. No.105391W) as Auditors for a period of 5 (five) consecutive yearscommencing from the conclusion of the 31st Annual General Meeting until theconclusion of the 36th Annual General Meeting subject to ratification by theshareholders every year if so required under law. Pursuant to amendment to Section 139 ofthe Act effective May 7 2018 ratification by shareholders every year for the appointmentof Auditor is no longer required and accordingly Notice of the ensuing

Annual General Meeting does not include the proposal seeking shareholders' approvalfor ratification of Auditor's appointment.

M/s. Kucheria & Associates Chartered Accountants have furnished a certificate oftheir eligibility and consent under Sections 139 and 141 of the Act and the Companies(Audit & Auditors) Rules 2014 for their continuance as Auditors of the Company forthe financial year 2021-2022. In terms of the Listing Regulations the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

As regards observations of the Auditors under the head 'Opinion' in the IndependentAuditors' Report attention of the Members is invited to Note No.24(10) to the standalonefinancial statements which is self-explanatory. Save and except this the Auditors'Report does not contain any disclaimer adverse remark reservation or qualification.


Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 the Board of Directors hadappointed Mr. Umesh P. Maskeri Company Secretary in Practice (FCS No.4831 Certificate ofPractice No.12704) to carry out Secretarial Audit of the Company. The Report of theSecretarial Auditor for the financial year 2020-2021 is attached herewith as Annexure 'B'.

Your Directors have evaluated the observation of the Secretarial Auditor and theyintend to seek expert's opinion with respect to Mr. P. B. Deshpande holding positions ofCompany Secretary and Manager in the Company. Subject to this your Directors shall ensuremeticulous compliance of all the statutes rules and regulations applicable to theCompany.


The Central Government has not prescribed maintenance of cost records to the Companyunder Section 148(1) of the Act.


The Company has a structured risk management framework and policy that provides anall-inclusive approach to safeguard the organization from various risks both operationaland strategic through adequate and timely actions. It is designed to anticipate evaluateand mitigate risks that could materially impact the business objectives. The potentialrisks are inventorized and integrated with the management process such that they receivethe necessary consideration during the decision making.

Some of the risks which the Company is exposed to are financial risks commodity pricerisks regulatory risks human resources risks strategic risks etc.

More details with respect to risk management are given in the Management Discussion andAnalysis Report.

The Risk Management Policy has been disseminated on the Company's website and availableat the weblink: Risk Management Policy.pdf (


The Company's vigil mechanism allows the Directors and employees to report theirconcerns about unethical behaviour actual or suspected fraud or violation of the Code ofConduct or business ethics. The vigil mechanism provides for adequate safeguards againstvictimization of Director(s) and employee(s) who avail of this mechanism. No person hasbeen denied access to the Chairman of the Audit Committee.


The Company has extended support to the financial needs of the wholly-owned subsidiaryApple Asset Management Limited.

Details of loans and investments covered under the provisions of Section 186 of the Acthave been given in the Notes forming part of the financial statements. Your Company hasnot issued guarantee to any entity or person.


All related party transactions that were entered into during the financial year2020-2021 were on arm's length basis and in the ordinary course of business. There are nomaterial related party transactions made by the Company during the year under review.Given that the Company does not have anything to report pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form No.AOC-2 thesame is not provided.

All related party transactions are approved by the Audit Committee and are periodicallyreported to the Audit Committee. Prior approval of the Audit Committee is obtained on ayearly basis for the transactions which are planned and/ or repetitive in nature.

The details of the transactions with related parties during the financial year2020-2021 are provided in the accompanying financial statements.

The Policy on Related Party Transactions as approved by the Board of Directors isavailable on the Company's website and may be accessed at the weblink: Related PartyTransaction Policy.pdf (


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 Act and the rules made thereunder for constitution of a Corporate SocialResponsibility Committee.


Pursuant to the provisions of Section 92 of the Act read with Rule 11 of the Companies(Management & Administration) Rules 2014 the Annual Return for the financial yearended March 31 2021 is available on the Company's website and can be accessed at weblik: blobby/go/337bd0b8-df00-4b4f-a5dd-9167 5e8feac7/downloads/ANNUAL%20Return% 2031.03.2021. pdfRs.ver=1628238625125.


The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is provided in Annexure 'C' which is annexed hereto andforms part of this Report.


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.


The information required under Rule 8 of the Companies (Accounts) Rules 2014 read withSection 134(3) of the Act relating to conservation of energy and technology absorption isnot being given since your Company is not engaged in manufacturing activity.

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


The Company has adopted zero tolerance for sexual harassment at workplace and hasformulated a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand redressal of complaints of sexual harassment at workplace.

The Company is currently not required to constitute an Internal Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 since the Company currently has less than 10 (ten) employees on its rolls.

During the year under review no complaint was filed by any employee of the Companyunder the said Act.


(i) The Company has not accepted any deposit from the public falling within the ambitof Section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014. Furtherthe Company did not have any unpaid or unclaimed deposits at the end of the year underreview.

(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 any remuneration or commissionfrom 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 secondproviso of Section 143(12) of the Act.

(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 & 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: June 29 2021