The Directors present their Twenty-Ninth Annual Report together with
audited financial statement of the Company for the financial year ended
March 31, 2015.
The financial results of your Company for the year ended March 31, 2015
as compared to the previous year are summarized below:-
Rs. Lac Rs. Lac
Year ended Year ended
Gross Income 220.64 186.82
Profit/(Loss) before Depreciation 68.77 57.08
Less: Depreciation 27.50 19.61
Profit/(Loss) before Taxation 41.27 37.47
Provision for Taxation 0.02 0.02
Net Profit/(Loss) after Taxation 41.25 37.45
The Net Profit of Rs. 41.25 lac has been transferred to the Profit and
Loss Account and as such, nothing has been carried to Reserves.
STATE OF AFFAIRS, MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review, the Company continued its focus on
recovery of dues. The Management is exploring various options to embark
on business activities, which offer potential for profitable growth.
On account of accumulated loss and restrained resources, your Directors
regret their inability to recommend Dividend.
As on March 31, 2015, Apple Asset Management Limited is the
wholly-owned subsidiary of the Company. The said subsidiary company was
in the business of managing Schemes of Apple Mutual Fund viz., Apple
Midas Fund - The Gold Share and Apple Platinum Share. Effective
December 27, 1999, both the Schemes of Apple Mutual Fund were taken
over by Birla Mutual Fund and since then, the said subsidiary company
has not carried on any business.
A statement containing the salient features of the financial statement
of the Company''s subsidiary under Section 129(3) of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been
annexed in Form No.AOC-1 and marked as Annexure ''A''.
The audited financial statement of the subsidiary company is placed on
the Company''s website and the Members interested in obtaining copy of
Annual Report of the subsidiary company are advised to write to the
Company at the Registered Office.
During the financial year under review, apart from Apple Asset
Management Limited, no other company became or ceased to be the
Company''s subsidiary, joint venture or associate company.
Although the Company does not have a material subsidiary, pursuant to
Clause 49 of the Listing Agreement, the Company has formulated a policy
for determining material subsidiary and the said policy can be accessed
on the Company''s website www. applefinance.co.in
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the extract of the Annual Return as at March 31, 2015
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 the Board Meetings as well as Meetings of Committees have
been provided in the Report on Corporate Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:-
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were
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 financial year 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 adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
d) the Directors have prepared the annual accounts on a ''going concern''
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of 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 to financial statements. During the financial year, such
controls were tested and no reportable material weakness in the design
or operation was observed.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors of
the Company confirming that they meet the criteria of independence as
prescribed both under Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement and the same have been taken on
record by the Board of Directors.
Messrs Mahendra Kumbhat & Associates, Chartered Accountants (ICAI
Registration No.105770W), Auditors of the Company hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
The Company has received letter from Messrs Mahendra Kumbhat &
Associates to the effect that the reappointment, if made, would be
within the prescribed limits under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for reappointment.
Members are requested to consider their reappointment as the Auditors
of the Company and authorize the Board of Directors to fix their
As regards observations of the Auditors under the head ''Opinion'' in the
Independent Auditors'' Report, attention of the Members is invited to
Note Nos.19(1) and 19(11) to the Annual Accounts, which are
The Auditors have not reported any incident of fraud to the Company''s
Audit Committee during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. Bipin Raje & Associates, Practicing Company Secretaries
to undertake the Secretarial Audit of the Company for the financial
year March 31, 2015. The Secretarial Audit Report is annexed as
With reference to the observations made in the Secretarial Audit Report
dated May 29, 2015 regarding non-compliance with Section 203 of the
Companies Act, 2013 read with the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 regarding non-appointment of a
Chief Financial Officer, your Directors submit that the the said
observations have been duly noted and necessary action is being
initiated to comply with the requirement of the said Section.
LOANS, GUARANTEES AND INVESTMENTS
During the financial year under review, the Company has neither
accepted any loan or guarantee nor has made any investment attracting
the provisions of Section 186 of the Companies Act, 2013.
CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
All related party transactions those were entered into during the
financial year ended March 31, 2015 were in the ordinary course of
business and on arm''s length basis and as such, outside the purview of
Section 188 of the Companies Act, 2013. 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(10) to the
standalone financial statement, which sets out related party
The Company has adopted a policy of Related Party Transactions and the
said policy can be accessed on the Company''s website
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
as on March 31, 2015 and the date of this Report i.e. May 29, 2015.
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 to conservation of energy and technology absorption is not
being given since your Company is not engaged in manufacturing activity
and does not have any operations.
There was no income or outflow of foreign exchange during the financial
year under review.
RISK MANAGEMENT POLICY
As the business was unviable, the Company in the financial year
2003-2004 surrendered its Certificate of Registration of Non-Banking
Financial Institution to Reserve Bank of India and since then the
Company has not embarked on any new business activity. In the
meanwhile, as part of the Company''s policy, all the surplus funds of
the Company have been parked in scheduled banks. The assets of the
Company have been adequately insured. As and when the Company will
undertake a business activity, your Directors will immediately
formulate an appropriate Risk Management Policy.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not constituted a Corporate Social Responsibility
Committee since the Company does not meet with any of the three
conditions prescribed in Section 135 of the Companies Act, 2013 and the
Rules made thereunder for constitution of a Corporate Social
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Board of Directors has on the recommendation of the Nomination and
Remuneration Committee framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration
Policy has been annexed to this Report and marked as Annexure ''D''.
Neither the Managing Director nor the other Directors receive any
remuneration, commission or sitting fees from the subsidiary company,
Apple Asset Management Limited.
The evaluation framework for assessing the performance of Directors
comprises the following key areas:-
i. Attendance of Board meetings and Board Committee meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding the business plans of
the Company and its performance.
iv. Providing perspectives and feedback going beyond information
provided by the Management.
v. Commitment to shareholders and other stakeholders interests.
The evaluation involves Self-Evaluation by Board Member and
subsequently assessment by the Board of Directors. A member of the
Board shall not participate in the discussion of his/her evaluation.
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 Independent
Directors to hold office for 5 (five) consecutive years for a term up
to the conclusion of the 33rd Annual General Meeting of the Company.
Further, Mr. Mahesh K. Rachh was reappointed as the Managing Director
to hold office for a period of 2 (two) years effective August 9, 2014.
At the 29th Annual General Meeting scheduled to be held on September
24, 2015, Mr. Mahesh Raghavan Menon is sought to be reappointed as the
Non-Executive Director of the Company.
Mr. Mahesh K. Rachh, Managing Director and Mr. P. B. Deshpande,
Company Secretary are the Key Managerial Personnel of the Company.
There was no change in the Company''s Key Managerial Personnel.
None of the Directors and Key Managerial Personnel is in any way
related to each other.
The Company''s Vigil Mechanism, which also incorporates a whilstle
blower policy in terms of the Listing Agreement, includes a Committee
of Directors. Protected disclosures can be made by a whistle blower
through an email, telephone call or a letter to the Committee or to the
Chairman of the Audit Committee. The policy on vigil mechanism and
whistle blower policy may be accessed on the Company''s website
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, is provided in Annexure ''E''.
Your Company, during the financial year under review, has not accepted
any deposits from public. The Company had no unclaimed or unpaid
deposits as on March 31, 2015.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared by your Company
in accordance with Accounting Standard 21 issued by the Institute of
Chartered Accountants of India and the 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 Act, 2013.
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 by the
A report on Corporate Governance stipulated by Clause 49 of the Listing
Agreement is annexed hereto and forms part of this Annual Report.
The requisite certificate from the Company''s Auditors confirming
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 is attached to the Report on Corporate Governance.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any regulator or
court or tribunal impacting 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 Act, 2013 and other applicable provisions thereof read with
Rule 18 of the Companies (Management & Administration) Rules, 2014 and
Section 20 of the Companies Act, 2013 read with Rule 35 of the
Companies (Incorporation) Rules, 2014 which inter alia allows paperless
compliances and also service of notice/documents (including Annual
Report) through electronic mode to its Members. To support this green
initiative in full measure, your Directors hereby once again appeal to
all those Members who have not registered their email addresses so far
to register their email addresses in respect of electronic holdings
with their concerned Depository Participants and/or the Company.
During the financial year under review, there were no cases filed under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The relations, during the financial year, between the employees and the
Management of your 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 cooperation extended by our employees.
For and on behalf of the Board
Mahesh K. Rachh Mahendra S. Shah
Managing Director Director
Date: May 29, 2015