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Directors Report of Utique Enterprises Ltd.
Mar 31, 2025
Your Directors present the 39th Annual Report together with audited financial statements of the Company for the financial year ended March 31, 2025.
The financial results of your Company for the year ended March 31, 2025 as compared to the previous year are summarized below:-
|
'' Lac Year ended 31.03.2025 |
'' Lac Year ended 31.03.2024 |
|
|
Gross Income |
10,561.63 |
7,055.57 |
|
Profit/(Loss) before Depreciation and Taxation |
329.31 |
137.52 |
|
Less: Depreciation |
26.76 |
24.13 |
|
Profit/(Loss) before Taxation |
302.55 |
113.39 |
|
Provision for Taxation |
253.18 |
84.85 |
|
Net Profit/(Loss) after Taxation |
49.37 |
28.54 |
|
Other Comprehensive Income/ (Loss) (Net of Tax) |
(29.11) |
104.20 |
|
Total Comprehensive Income/ (Loss) |
20.26 |
132.74 |
The Board of Directors has decided to retain the entire amount of Net Profit for the financial year 2024-2025 in the Profit & Loss Account and as such, no amount has been carried to Reserves.
In view of the accumulated losses, your Directors regret their inability to declare dividend on equity shares.
Your Company continued to follow a focused based approach in trading and focused on select precious metals like Silver.
Operating Profit Margin has been recorded at a very good 96.41%.
During the financial year 2024-2025, the Total Income of the Company has increased by 49.69% as compared to the previous financial year. The Company achieved more than Rs.100 crore turnover in the commodity business. The Profit before Tax also recorded at Rs.302.55 lac as compared to Rs.113.39 lac in the previous financial year and consequent EPS was Rs.0.31.
There is no segment-wise business or operations for the Company at present.
The Company continued its prudent policy on business operations, liquidity and profitability. While doing so, it has endeavored to achieve a proper balance in assets - both longterm as well as short-term. Similarly, a healthy Current Ratio has been maintained. The Company also strives to maintain a balance between risk and return on assets employed.
While physical delivery of metal and hedging for price are resorted to in all transactions, the Company continuously monitors the commodity market and developments therein with experts and market players.
There was no change in the nature of business of the Company during the year under review.
The financial year 2024-2025 was marked by significant volatility in commodity markets, owing to heightened geopolitical tensions in West Asia, a continued war between Russia and Ukraine, and key elections in major economies like the United States, India, and the European Union.
The World Bank forecasts Commodity prices are expected to decrease by 5.00% in 2025 and 2.00% in 2026. The projected declines are led by oil prices but tempered by price increase for natural gas and a stable outlook for metals and agricultural raw materials.
Your Company is entering into fixed forward contracts wherein the yields are fixed and, therefore, the price fluctuations may not affect the Company''s business.
Your Company Management is optimistic of trading in precious metals also on account of improved regulatory framework, changes in geopolitical environment, better integration of markets, developing market infrastructures, warehousing facilities.
The Company wishes to pursue trading business and, depending on risk-return analysis, may explore other metals in addition to Silver. The strategy to be implemented will focus on controlling inherent risks in order to ensure sustainable development of the Company and protect the interests of its stakeholders.
Profitability and cost consciousness will continue to be the two important factors for future growth.
The financial statements of the Company for the year 2024-2025 have been prepared in line with requirement of the Companies Act, 2013 ("the Act") including accounting principles generally accepted in India, Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act. In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the audited financial statements of the Company for the financial year ended March 31, 2025 together with the Independent Auditor''s Report forms part of this Annual Report.
The audited financial statements of the Company as stated above are available on our Company''s website: www.utique. in.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, a separate section on the Management Discussion & Analysis for the financial year ended March 31, 2025 is annexed, which forms part of this Annual Report.
During the year under review, no company or entity became or ceased to be a subsidiary, joint venture or associate company of your Company.
|
The Company''s Board comprises the following Directors:- |
|
|
Name |
Designation |
|
Mr. J. R. K. Sarma Mr. Mahesh Raghavan Menon Ms. Vidhi Bipin Mandaliya Mr. Pravin Rohidas Vast |
Executive Director Independent Director Independent Director Non-Executive NonIndependent Director |
During the financial year ended March 31, 2025, there were no changes in the capital structure of the Company.
As on March 31, 2025, 73.86% of the Company''s paid-up equity share capital representing 4,11,21,839 equity shares of Rs.10 each was held in electronic form and 1,45,51,283 equity shares representing 26.14% of paid-up share capital were held in physical form.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting the financial position of the Company after the close of the financial year 20242025 till the date of this Report.
During the financial year under review, there has been no change in the nature of business of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews performed by the relevant Board Committees including Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during the financial year 2024-2025.
Accordingly, pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2025:-
a) i n the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 38th Annual General Meeting, the Members have appointed Mr. Pravin Rohidas Vast (DIN: 10381459) as a Director, liable to retire by rotation. Prior to his appointment, Mr. Pravin Rohidas Vast was an Additional Director since November 9, 2023.
Ms. Vidhi Bipin Mandaliya (DIN: 08558068) was appointed as an Independent Director of the Company on September 25, 2019 for a period of 5 (five) consecutive years. The term of her office expired on September 24, 2024. At the 38th Annual General Meeting, the Members have reappointed Ms. Mandaliya as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board/Committees and General Meeting of the Company.
In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2025:-
|
Name |
Designation |
|
Mr. J. R. K. Sarma |
Executive Director |
|
Mr. P. H. Deval |
Chief Financial Officer |
|
Mr. P. B. Deshpande |
Company Secretary |
Apart from the above, no other person was appointed or had ceased to be the Director or the Key Managerial Personnel of the Company during the financial year 2024-2025.
Brief particulars and expertise of the Director seeking reappointment together with his other Directorships and Committee Memberships have been given in the Annexure to the Notice of the 39th Annual General Meeting and in accordance with the Listing Regulations and Secretarial Standard.
None of the Directors and Key Managerial Personnel is in any way related to each other.
BOARD OF DIRECTORS AND MEETINGS
The Company''s Board of Directors comprises eminent persons of proven competence and integrity. Besides rich experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s business for effective functioning, which have been detailed in the Corporate Governance Report.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentation in quarterly meetings. The Board/Committee meetings are prescheduled and a tentative annual calendar of the Board/Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation at the meetings.
The agenda for the Board and Committee meetings includes detailed notes on the matters to be discussed to enable the Directors take an informed decision.
The Board of Directors had held 4 (four) meetings during the financial year 2024-2025. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any 2 (two) Board meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and the Secretarial Standard on the Meetings of the Board of Directors.
INDEPENDENT DIRECTORS'' DECLARATION
In terms of Section 149 of the Act, Mr. Mahesh Raghavan Menon and Ms. Vidhi Bipin Mandaliya are the Independent Directors of the Company. The Company has received declarations from both Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the Management.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
The Board of the Company is of the opinion that all Directors including Independent Directors of the Company possess requisite qualifications, integrity, expertise, strategy, finance, law, governance, human resources, sustainability, etc.
The Independent Directors have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Details of Familiarization Programme for Independent Directors are provided separately in the Corporate Governance Section, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Company currently has 5 (five) Board Committees as on March 31, 2025:-
i. Audit Committee
ii. Nomination & Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Share & Debenture Transfer Committee
v. CSR Committee.
Details of the Committees along with their main terms, compositions and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is approved by the Board of Directors based on the recommendation of the Nomination & Remuneration Committee.
The Policy formulated under Section 178(3) of the Act and Regulation 19 of the Listing Regulations covers remuneration to Non-Executive Directors, remuneration to Key Managerial Personnel, senior management and other employees.
The Policy lays down detailed guidelines for remuneration of the Board, Managing Director and employees. It also lays the criteria for identification of persons for appointment as Directors and in senior management positions including qualifications, positive attributes and independence.
The Nomination & Remuneration Policy is available on the Company''s website at the weblink: Nomination & Remuneration Policy.pdf (wsimg.com).
BOARD EVALUTION
The Board has carried out annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included attendance, contributions at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note dated January 5, 2017 issued by SEBI on Board Evaluation.
The Directors of the Company were satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacity.
BOARD DIVERSITY
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 thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.
The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statues, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits of approval of expenditure.
During the year under review, the Audit Committee deliberated with the Management, considered the systems as laid down and met the Internal Auditor and Statutory Auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself on adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed.
The Company, however, recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated at regular intervals.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee as required under Section 177 of the Act and Regulation 18 of the Listing Regulations.
Audit Committee of the Company comprises 3 (three) Directors out of which 2 (two) are Independent Directors. During the year under review, 4 (four) Audit Committee Meetings were held, details of which have been provided in the Corporate Governance Report.
During the year under review, there were no instances during the year under review when the recommendations of the Audit Committee were not accepted by the Board of Directors.
REPORT ON CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V to the Listing Regulations, a report on the Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate issued by M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate jointly issued by Mr. J. R. K. Sarma, Executive Director and Mr. P. H. Deval, Chief Financial Officer in terms of Regulation 17(8) of the Listing Regulations is also annexed.
AUDITORS AND AUDITORS'' REPORT
At the 36th Annual General Meeting of the Company held on September 28, 2022, Chaturvedi & Shah LLP, Chartered Accountants (Firm Regn. No.101720W/W110355) were appointed as Auditors for a term of 5 (five) consecutive years commencing from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting.
The Report of the Auditors along with Notes to Schedules is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITORS
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 had appointed M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (FCS No.334, Certificate of Practice No.3804), to carry out Secretarial Audit of the Company. The Report of the Secretarial Auditors for the financial year 2024-2025 is attached herewith as Annexure ''A''. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Further, in compliance with Section 204 of the Act read with the rules thereunder, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company, on the recommendation of the Audit Committee, has recommended to the Members appointment of M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (Unique Identification No.P2001MH010300) as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditors from the financial year 2025-2026 up to the financial year 2029-2030.
M/s. Pramod S. Shah & Associates have consented to their appointment as the Secretarial Auditors of the Company and have confirmed that they fulfil the criteria as specified in Clause (a) of Regulation 24A(1A) of the Listing Regulations and have not incurred any of disqualifications as specified by the Securities & Exchange Board of India.
COST RECORDS
The Central Government has not prescribed maintenance of cost records to the Company under Section 148(1) of the Act.
RISK MANAGEMENT
The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives. The business risk framework defines the risk management approach, the enterprise risks at various levels including documentation and reporting. The framework has different risks models, which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.
Some of the risks, which the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resources risks, strategic risks, etc.
More details with respect to risk management are given in the Management Discussion and Analysis Report.
The Risk Management Policy has been disseminated on the Company''s website and available at the weblink: Risk Management Policy.pdf (wsimg.com).
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including Directors and employees of the Company to report genuine concerns in the prescribed manner to freely communicate their concerns/ grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Company''s Code of Conduct or Policies. The vigil mechanism is overseen by Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides for a mechanism for stakeholders to approach the Chairperson of Audit Committee. No person was denied access to the Chairperson of Audit Committee.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of investments and loans covered under the provisions of Section 186 of the Act have been given in the Notes forming part of the financial statements. Your Company has not issued guarantee to any entity or person.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy was revised pursuant to the amendment to the Listing Regulations.
All Related Party Transactions entered into during the financial year 2024-2025 were on arm''s length basis and in ordinary course of business and were reviewed and approved by Audit Committee.
The requisite Related Party Transactions are disclosed in Form No. AOC-2 and marked as Anexure ''B''.
The Company did not enter into material Related Party Transaction during the year under review.
In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions on a consolidated basis in the prescribed format to BSE Limited on a half-yearly basis.
The details of the transactions with Related Parties are provided in the accompanying financial statements.
The RPT Policy as approved by the Board is available on the Company''s website and may be accessed at the weblink: Related Party Transaction Policy.pdf (wsimg.com).
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company at its meeting held on March 14, 2022 constituted the CSR Committee with effect from April 1, 2022, comprising Mr. J. R. K. Sarma, Ms. Vidhi Mandaliya and Mr. Mahesh Raghavan Menon, Directors.
The CSR Policy has been approved by the Board of Directors and the same is available on the Company''s website www. utique.in.
The Company has not spent any amount towards CSR during the financial year 2024-2025 as the Company during the financial year 2023-2024 did not meet any of the 3 (three) conditions stipulated in Section 135 of the Act.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return in Form No.MGT-7 as on March 31, 2025 is available on the Company''s website www.utique.in.
PARTICULARS OF EMPLOYEES
Disclosures with respect to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ''C'' which is annexed hereto and forms part of this Report.
THE STATE OF COMPANY''S AFFAIRS
The state of Company''s affairs is given under the heading "Year in Retrospect" 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 with Section 134(3) of the Act relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.
There was no income or outflow of foreign exchange during the financial year under review.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company is currently not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 since the Company at present has less than 10 (ten) employees on its rolls.
During the year under review, no complaint was filed by any employee of the Company under the said Act.
STATUTORY DISCLOSURES
(i) The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company did not have any unpaid or unclaimed deposits at the end of the year under review.
(ii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
(iii) The Company does not a have subsidiary company. Therefore, the question of payment of remuneration to Directors from a subsidiary company does not arise.
(iv) No significant and material orders have been passed by the regulators or courts or tribunals, 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 proviso of Section 143(12) of the Act.
(vii) The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
(viii) There is no Corporate Insolvency Resolution Process initiated against the Company under the Insolvency & Bankruptcy Code, 2016.
(ix) During the year, no revision was made in the previous financial statements of the Company.
CAUTIONARY STATEMENT
Statements in the Directors'' Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting the purchase and selling prices, monetary policies, changes in Government policies and tax laws, economic development of the country and other factors, which are material to the business operations of the Company.
ACKNOWLEDGEMENT
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.
Mar 31, 2024
Your Directors present the 38th Annual Report together with audited financial statements of the Company for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS
The financial results of your Company for the year ended March 31, 2024 as compared to the previous year are summarized below:-
|
'' Lac Year ended 31.03.2024 |
'' Lac Year ended 31.03.2023 |
|
|
Gross Income |
7,055.57 |
6,309.66 |
|
Profit/(Loss) before Depreciation and Taxation |
137.52 |
97.69 |
|
Less: Depreciation |
24.13 |
2.46 |
|
Profit/(Loss) before Taxation |
113.39 |
95.23 |
|
Provision for Taxation |
84.93 |
33.42 |
|
Net Profit/(Loss) after Taxation |
28.46 |
61.81 |
|
Other Comprehensive Income/(Loss) (Net of Tax) |
104.20 |
(248.40) |
|
Total Comprehensive Income/(Loss) |
132.66 |
(186.59) |
AMOUNTS CARRIED TO RESERVES
The Board of Directors has decided to retain the entire amount of Net Profit for the financial year 2023-2024 in the Profit & Loss Account and as such, no amount has been carried to Reserves.
DIVIDEND
In view of the accumulated losses, your Directors regret their inability to declare dividend on equity shares.
THE YEAR IN RETROSPECT
Your Company continued to follow a focused-based approach in trading and focused on select precious metal, viz. Silver.
Operating Profit Margin has been recorded at a very good 96.32%. During the financial year 2023-2024, the Total Income of the Company has increased by 11.82% as compared to the previous financial year. The Profit before Tax also recorded at ''113.39 lac as compared to ''95.23 lac in the previous financial year and consequent EPS was ''0.05.
Revenue of ''6,795.94 lac was recorded from the trading operations during the year under review. There is no segment-wise business or operations for the Company at present.
The Company continued its prudent policy on business operations, liquidity and profitability. While doing so, it has endeavored to achieve a proper balance in assets - both long-term as well as short-term. Similarly, a healthy Current Ratio has been maintained. The Company also strives to maintain a balance between risk and return on assets employed.
While physical delivery of metal and hedging for price are resorted to in all transactions, the Company continuously monitors the commodity market and developments therein with experts and market players.
There was no change in the nature of business of the Company during the year under review.
BUSINESS PLANS
Commodity prices rose 5.00% in the third quarter of 2023, driven by a surge in oil prices. The start of the conflict in the Middle East in early October led to an initial uptick in prices, though the impact so far has been small: by the end of October 2023, commodity prices remained 29.00% below their June 2022 peak. The decline reflects a combination of slowing economic activity, impacting metal prices and favorable weather conditions boosting agriculture yields. The World Bank forecasts metal prices are set to fall in 2024 but see a 6.00% uptick in 2025.
Your Company is entering into fixed forward contracts wherein the yields are fixed and, therefore, the price fluctuations may not affect the Company''s business.
Your Company Management is optimistic of trading in precious metals also on account of improved regulatory framework, changes in geopolitical environment, better integration of markets, developing market infrastructures, warehousing facilities.
The Company wishes to pursue trading business and, depending on risk-return analysis, may explore other metals in addition to Silver and Gold. The strategy to be implemented will focus on controlling inherent risks in order to ensure sustainable development of the Company and protect the interests of its stakeholders.
Profitability and cost consciousness will continue to be the two important factors for future growth.
ACCOUNTING METHOD
Financial statements of the Company for the financial year ended March 31, 2024 have been prepared in accordance with the Companies Act, 2013 ("the Act") including accounting principles generally accepted in India, Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act. In accordance with the provisions of the Act, applicable Accounting Standards and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the audited financial statements of the Company for the financial year ended March 31, 2024 together with the Independent Auditor''s Report forms part of this Annual Report. The audited financial statements of the Company as stated above are available on the Company''s website www.utique.in
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, a separate section on the Management Discussion & Analysis for the financial year ended March 31, 2024 is annexed, which forms part of this Annual Report.
REGISTERED OFFICE
In pursuance of the resolution passed by the Board of Directors on September 28, 2023, effective October 25, 2023, the Registered Office of the Company was shifted from 912 Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400 021 to 603 Lodha Supremus, 453 Senapati Bapat Marg, Lower Parel, Mumbai 400 013.
SUBSIDIARY
During the year under review, no company or entity became or ceased to be a subsidiary, joint venture or associate company of your Company.
SHARE CAPITAL
During the financial year ended March 31, 2024, there were no changes in the capital structure of the Company.
DEPOSITORY
As on March 31, 2024, 4,10,87,430 (73.80%) equity shares of the Company were held in dematerialized form and 1,45,85,692 (26.20%) equity shares were held in physical form.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting the financial position of the Company after the close of the financial year 20232024 till the date of this Report.
CHANGE IN NATURE OF BUSINESS
During the financial year under review, there has been no change in the nature of business of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews performed by the relevant Board Committees including Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and operating effectively during the financial year 2023-2024.
Accordingly, pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024:-
a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The term of office of Mr. J. R. K. Sarma (DIN: 00088327) as an Independent Director expired at the conclusion of the 37th Annual General Meeting held on September 27, 2023. At the said Annual General Meeting, the Members have appointed Mr. Sarma as a Whole-Time Director designated as an Executive Director for a term of 3 (three) years, liable to retire by rotation.
Accordingly, Mr. Sarma retires by rotation and, being eligible, seeks reappointment at the forthcoming 38th Annual General Meeting.
Consequent upon appointment of Mr. Sarma as an Executive Director, Mr. P. B. Deshpande stepped down as Manager of the Company.
Further, at the 37th Annual General Meeting, the Members have appointed Mr. Mahesh Raghavan Menon (DIN: 00164298) as an Independent Director to hold office for a term of 5 (five) consecutive years, not liable to retire by rotation. Prior to his appointment as an Independent Director, Mr. Mahesh Raghavan Menon was a Non-Independent Non-Executive Director of the Company since March 19, 2004.
Pursuant to the recommendations of the Nomination & Remuneration Committee, Mr. Pravin Rohidas Vast (DIN: 10381459) was appointed as an Additional Director by the Board of Directors on November 9, 2023. Under Section 161(1) of the Act, he will hold office up to the ensuing Annual General Meeting. In terms of Section 160 of the Act, a notice has been received from a Member of the Company, proposing the candidature of Mr. Vast for the office of Director of the Company. Accordingly, it is proposed to appoint Mr. Vast as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.
Ms. Vidhi Bipin Mandaliya (DIN: 08558068) was appointed as an Independent Director of the Company on September 25, 2019 for a period of 5 (five) consecutive years. The term of her office will expire on September 24, 2024. Under Section 160 of the Act, a notice has been received from a Member proposing her candidature for the office of Independent Director of the Company.
The Nomination & Remuneration Committee as well as the Board of Directors of the Company believe that continued association of Ms. Mandaliya would be beneficial to the Company and it is desirable to continue to avail her services as an Independent Director. Accordingly, it is proposed to reappoint Ms. Mandaliya as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company.
The Company''s Board comprises the following Directors:-Mr. J. R. K. Sarma, Executive Director Mr. Mahesh Raghavan Menon, Independent Director Ms. Vidhi Bipin Mandaliya, Independent Director.
Mr. Pravin Rohidas Vast, Non-Executive Non-Independent Director.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending
the meetings of the Board/Committees and General Meeting of the Company.
In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2024:-
Mr. J. R. K. Sarma, Executive Director Mr. P. H. Deval, Chief Financial Officer Mr. P. B. Deshpande, Company Secretary.
Apart from the above, no other person was appointed or ceased to be the Director or the Key Managerial Personnel of the Company during the financial year 2023-2024.
Brief particulars and expertise of Directors seeking appointment/reappointment together with their other Directorships and Committee Memberships have been given in the Annexure to the Notice of the 38th Annual General Meeting and in accordance with the Listing Regulations and Secretarial Standard.
None of the Directors and Key Managerial Personnel is in any way related to each other.
BOARD OF DIRECTORS AND MEETINGS
The Company''s Board of Directors comprises eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of requirement of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s business for effective functioning, which have been detailed in the Corporate Governance Report.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentation in quarterly meetings. The Board/Committee meetings are prescheduled and a tentative annual calendar of the Board/Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation at the meetings.
The agenda for the Board and Committee meetings includes detailed notes on the matters to be discussed to enable the Directors take an informed decision.
The Board of Directors had held 5 (five) meetings during the financial year 2023-2024. For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any 2 (two) Board meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and the Secretarial Standard on the Meetings of the Board of Directors.
INDEPENDENT DIRECTORS'' DECLARATION
In terms of Section 149 of the Act, Mr. Mahesh Raghavan Menon and Ms. Vidhi Bipin Mandaliya are Independent Directors of the Company. The Company has received declarations from both Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the Management.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
The Board of the Company is of the opinion that all Directors including Independent Directors of the Company possess requisite qualifications, integrity and experience in strategic planing, finance, law, governance, human resources, sustainability, etc.
The Independent Directors have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Details of Familiarization Programme for Independent Directors are provided separately in the Corporate Governance Section, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The Company currently has 5 (five) Board Committees as on March 31, 2024:-
i. Audit Committee
ii. Nomination & Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Share & Debenture Transfer Committee
v. CSR Committee.
Details of the Committees along with their main terms, compositions and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters is approved by the Board of Directors based on the recommendation of the Nomination & Remuneration Committee.
The Policy formulated under Section 178(3) of the Act and Regulation 19 of the Listing Regulations covers remuneration to Non-Executive Directors, remuneration to Key Managerial Personnel, Senior Management and other employees.
The Policy lays down detailed guidelines for remuneration of the Board, Whole-Time Director and employees. It also lays the criteria for identification of persons for appointment as Directors and in Senior Management positions including qualifications, positive attributes and independence.
The Nomination & Remuneration Policy is available on the Company''s website at the weblink: Nomination & Remuneration Policy.pdf (wsimg.com)
BOARD EVALUTION
The Board has carried out annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board included composition, experience and competence while the individual Directors were evaluated on attendance, contributions at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation are broadly based on the Guidance Note dated January 5, 2017 issued by the SEBI on Board Evaluation.
The Directors of the Company were satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacity.
BOARD DIVERSITY
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 thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.
The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal financial control systems of the Company are commensurate with its size and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statues, safeguarding assets from unauthorized use, detection of fraud, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits of approval of expenditure.
During the year under review, the Audit Committee deliberated with the Management, the Internal Auditor and Statutory Auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself on adequacy and effectiveness of the internal financial
control systems as laid down and apprised the Board of Directors.
The Company, however, continues periodic audits and reviews to ensure that such systems are updated at regular intervals.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee as required under Section 177 of the Act and Regulation 18 of the Listing Regulations.
Audit Committee of the Company comprises 3 (three) Directors out of which 2 (two) are Independent Directors. During the year under review, 4 (four) Audit Committee Meetings were held, details of which have been provided in the Corporate Governance Report.
During the year under review, there were no instances under review when recommendations of the Audit Committee were not accepted by the Board of Directors.
REPORT ON CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V to the Listing Regulations, a report on the Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate issued by M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate jointly issued by Mr. J. R. K. Sarma, Executive Director and Mr. P. H. Deval, Chief Financial Officer in terms of Regulation 17(8) of the Listing Regulations is also annexed.
AUDITORS AND AUDITORS'' REPORT
At the 36th Annual General Meeting of the Company held on September 28, 2022, Chaturvedi & Shah LLP, Chartered Accountants (Firm Regn. No.101720W/W110355) were appointed as Auditors for a term of 5 (five) consecutive years commencing from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting.
The Report of the Auditors along with Notes to Schedules is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (FCS No.334, Certificate of Practice No.3804), to carry out Secretarial Audit of the Company. The Report of the Secretarial Auditor for the financial year 20232024 is attached herewith as Annexure ''A''. The Secretarial Audit Report issued in Form No.MR-3 does not contain any qualification, reservation, adverse remark or disclaimer.
COST RECORDS
The Central Government has not prescribed maintenance of cost records to the Company under Section 148(1) of the Act.
RISK MANAGEMENT
The Company has a Risk Management Policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives. The business risk framework defines the risk management approach, the enterprise risks at various levels including documentation and reporting. The framework has different risks models, which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.
Some of the risks, which the Company is exposed to are financial risks, commodity price risks, regulatory risks, human resources risks, strategic risks, etc.
More details with respect to risk management are given in the Management Discussion and Analysis Report.
The Risk Management Policy has been disseminated on the Company''s website and available at the weblink: Risk Management Policy.pdf (wsimg.com).
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including Directors and employees of the Company to report genuine concerns in the prescribed manner to freely communicate their concerns/ grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code of Conduct or Policies. The vigil mechanism is overseen by Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides for a mechanism for stakeholders to approach the Chairperson of Audit Committee. No person was denied access to the Chairperson of Audit Committee.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of investments and loans covered under the provisions of Section 186 of the Act have been given in the Notes forming part of the financial statements. Your Company has not issued guarantee to any entity or person.
RELATED PARTY TRANSACTIONS
In compliance with the requirement of Section 177 of the Act read with Regulation 23 of the Listing Regulations, as amended from time to time, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy was revised pursuant to the amendment to the Listing Regulations.
All Related Party Transactions entered into during the financial year 2023-2024 were on arm''s length basis and in ordinary course of business and were reviewed and approved by Audit Committee.
The Company did not enter into material Related Party Transactions during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form No.AOC-2 is not applicable to the Company for the financial year 2023-2024 and hence does not form part of this Annual Report.
In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions on a consolidated basis as per the format specified in the relevant accounting standards to BSE Limited on a half-yearly basis.
The details of the transactions with Related Parties are provided in the accompanying financial statements.
The RPT Policy as approved by the Board is available on the Company''s website and may be accessed at the weblink: Policy on Materiality of Related Party Transac.pdf (wsimg. com)
CORPORATE SOCIAL RESPONSIBILITY
As the projected Net Profit of the Company for the financial year 2021-2022 computed in accordance with Section 198 of the Act was expected to be in excess of ''5 crore, the Board of Directors at its meeting held on March 14, 2022 constituted the CSR Committee with effect from April 1, 2022, comprising Mr. J. R. K. Sarma, Ms. Vidhi B. Mandaliya and Mr. Mahesh Raghavan Menon, Directors. Details of amount spent on CSR for the financial year 2021-2022 have been given in the relevant Annual Report.
The CSR Policy has been approved by the Board of Directors and the same is available on the Company''s website www. utique.in.
The Company has not spent any amount towards CSR during the financial year 2023-2024 as the Company during the financial year 2022-2023 did not meet any of the 3 (three) conditions stipulated in Section 135 of the Act.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form No.MGT-7 as on March 31, 2024 is available on the Company''s website: www.utique.in.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ''B'' which is annexed hereto and forms part of this Report.
THE STATE OF COMPANY''S AFFAIRS
The state of Company''s affairs is given under the heading "Year in Retrospect" and various other headings in this Report and 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 with Section 134(3) of the Act relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.
There was no income or outflow of foreign exchange during the financial year under review.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company is currently not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 since the Company at present has less than 10 (ten) employees on its rolls.
During the year under review, no complaint was filed by any employee of the Company under the said Act.
STATUTORY DISCLOSURES
(i) The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company did not have any unpaid or unclaimed deposits at the end of the year under review.
(ii) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
(iii) The Company does not have a subsidiary company. Therefore, the question of payment of remuneration to Directors from a subsidiary company does not arise.
(iv) No significant and material orders have been passed by the regulators or courts or tribunals, 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 proviso of Section 143(12) of the Act.
(vii) The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
(viii) There is no Corporate Insolvency Resolution Process initiated against the Company under the Insolvency & Bankruptcy Code, 2016.
(ix) During the year, no revision was made in the previous financial statements of the Company.
CAUTIONARY STATEMENT
Statements in the Directors'' Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting the purchase and selling prices, monetary policies, changes in Government policies and tax laws, economic development of the country and other factors, which are material to the business operations of the Company.
ACKNOWLEDGEMENT
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
J. R. K. Sarma Mahesh Menon
Executive Director Director
DIN: 00088327 DIN: 00164298
Place: Mumbai Date: May 28, 2024
Mar 31, 2015
Dear Members,
The Directors present their Twenty-Ninth Annual Report together with
audited financial statement of the Company for the financial year ended
March 31, 2015.
FINANCIAL HIGHLIGHTS
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
31.03.2015 31.03.2014
Gross Income 220.64 186.82
Profit/(Loss) before Depreciation 68.77 57.08
And Taxation
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.
DIVIDEND
On account of accumulated loss and restrained resources, your Directors
regret their inability to recommend Dividend.
SUBSIDIARY
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
irregularities.
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 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.
AUDITORS
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
reappointment.
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
remuneration.
AUDITORS' REPORT
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
self-explanatory.
The Auditors have not reported any incident of fraud to the Company's
Audit Committee during the year under review.
SECRETARIAL AUDIT
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
Annexure 'C'.
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
disclosure.
The Company has adopted a policy of Related Party Transactions and the
said policy can be accessed on the Company's website
www.applefinance.co.in
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
Responsibility Committee.
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.
BOARD EVALUATION
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.
VIGIL MECHANISM
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
www.applefinance.co.in
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'.
PUBLIC DEPOSITS
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.
AUDIT COMMITTEE
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
Board.
CORPORATE GOVERNANCE
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.
GREEN INITIATIVE
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.
HUMAN RESOURCES
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.
ACKNOWLEDGEMENT
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
Place: Mumbai
Date: May 29, 2015
Mar 31, 2013
The Directors present their twenty-seventh Annual Report on the
business and operations of your Company and the audited financial
statements for the financial year ended March 31, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
The financial results of your Company for the year ended March 31, 2013
as compared to the previous year are summarized below:-
Rs.lacs
Year ended Year ended
31.03.2013 31.03.2012
Gross Income 150.96 168.75
Profit/(Loss) before Depreciation
And Taxation 10.50 37.52
Less: Depreciation 19.79 20.82
Profit/(Loss) before Taxation (9.29) 16.70
Provision for Taxation 0.04 0.06
Net Profit/(Loss) after Taxation (9.33) 16.64
During the year under review, the Company continued its focus on
recovery of dues. Efforts have been made to control the operational
expenses, wherever possible.
On account of loss, your Directors regret their inability to recommend
Dividend.
SUBSIDIARY
As per the general exemption granted by the Ministry of Corporate
Affairs, Government of India vide General Circular No.2/2011 File
No.5/12/2007-CL-III dated February 8, 2011 and as per the consent
accorded by the Board of Directors of the Company at its meeting held
on May 30, 2013 for not attaching the Annual Accounts of the subsidiary
company, the Annual Accounts of Apple Asset Management Limited have not
been attached to the Annual Accounts of the Company. Financial
information of the subsidiary company, as required by the aforesaid
Circular is disclosed in the Annual Report. The Company will make
available the Annual Accounts of the subsidiary company and the related
detailed information to any member of the Company who may be interested
in obtaining the same, on request. The Annual Accounts of the
subsidiary company will also be kept open for inspection by any
shareholder of the Company at the Registered Office of the Company.
The Consolidated Financial Statements presented by the Company include
the financial information of its subsidiary company, Apple Asset
Management Limited.
DIRECTORS
Mr. Mahendra S. Shah retires by rotation and being eligible, offers
himself for reappointment.
A brief resume of the Director retiring by rotation at the ensuing
Annual General Meeting, nature of his expertise in specific functional
areas, and the names of companies in which he holds directorship and/or
membership/chairmanship of committees of the Board, as stipulated under
Clause 49 of the Listing Agreement with BSE Limited, is given in the
section on Corporate Governance annexed to the Annual Report.
Mr. Mahesh K. Rachh, Director is sought to be reappointed as the
Managing Director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:- a) in the preparation of the accounts for the
year ended March 31, 2013, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
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
loss 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors have prepared the accounts for the year ended March
31, 2013 on a Âgoing concern'' basis.
CORPORATE GOVERNANCE
A report on Corporate Governance stipulated by Clause 49 of the Listing
Agreement is annexed hereto and forms part of this Annual Report.
DEPOSITORIES
As the Members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited and Central Depository Services (India) Limited.
In view of the numerous advantages offered by the Depository system,
Members are requested to avail of the facility of dematerialization of
the Company''s shares on either of the Depositories as aforesaid.
At present, 72.96% of the paid-up equity share capital of the Company
is held in dematerialized form.
PUBLIC DEPOSITS
The Company, during the year under review, has not accepted any
deposits from public. The Company had no unclaimed or unpaid deposits
as on March 31, 2013.
AUDITORS
Messrs Mahendra Kumbhat & Associates, Chartered Accountants, Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and, being eligible, have expressed their willingness
to continue, if so appointed.
Members are requested to consider their reappointment as the Auditors
of the Company and authorize the Board of Directors to fix their
remuneration.
AUDITORS'' REPORT
As regards observations of the Auditors under the head ÂOpinion'' 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 self-
explanatory.
PARTICULARS OF EMPLOYEES
There are no employees within the purview of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Rule 2 of the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988, relating
to conservation of energy and technology absorption, is not being given
since your Company is not engaged in manufacturing activity.
There was no income or outflow of foreign exchange during the year
under review.
EMPLOYEE RELATIONS
The relations with the employees continued to be cordial.
ACKNOWLEDGEMENTS
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 at all levels.
For and on behalf of the Board
Mahesh K. Rachh Mahendra S. Shah
Managing Director Director
Place: Mumbai
Date: May 30, 2013
Mar 31, 2012
The Directors present their twenty-sixth Annual Report on the business
and operations of your Company and the audited financial statements for
the financial year ended March 31, 2012.
MANAGEMENT DISCUSSION AND ANALYSIS
The financial results of your Company for the year ended March 31, 2012
as compared to the previous year are summarized below:-
Rs. lacs
Year ended Year ended
31.03.2012 31.03.2011
Gross Income 168.75 712.38
Profit before Depreciation And Taxation 37.52 531.84
Less: Depreciation 20.82 22.42
Profit before Taxation 16.70 509.42
Provision for Taxation 0.06 0.08
Net Profit after Taxation 16.64 509.34
During the year under review, the Company continued its focus on
recovery of dues. Efforts have been made to control the operational
expenses, wherever possible.
Owing to the accumulated loss and restrained resources, your Directors
regret their inability to recommend Dividend.
The Management is exploring various options to embark on business
activities, which offer potential for profitable growth.
SUBSIDIARY
As required under Section 212 of the Companies Act, 1956, the audited
statements of accounts for the year ended March 31, 2012 along with the
report of the Board of Directors of the subsidiary company, Apple Asset
Management Limited and the Auditors' Report therein, are annexed.
Further, pursuant to Accounting Standard 21 (AS 21) as notified under
the Companies (Accounting Standard) Rules, 2006, the Consolidated
Financial Statements presented by the Company include the financial
information about its subsidiary.
DIRECTORS
Mr. Mahesh Raghavan Menon retires by rotation and being eligible,
offers himself for reappointment
A brief resume of the Director retiring by rotation at the ensuing
Annual General Meeting, nature cf his expertise in specific functional
areas, and the names of companies in which he holds directorship and/or
membership/ chairmanship of committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with BSE Limited, is given in
the section on Corporate Governance annexed to the Annual Report
Mr. Mahesh K. Rachh, Director is sought to be reappointed as the
Managing Director.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section217 (2 AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that-
a) in the preparation of the accounts for the year ended March 31,
2012, the applicable accounting standards have been followed along with
proper explanation relating to material departures.
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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors have prepared the accounts for the year ended March
31, 2012 on a 'going concern' basis.
CORPORATE GOVERNANCE
A report on Corporate Governance stipulated by Clause 49 of the Listing
Agreement is annexed hereto and forms part of this Annual Report
DEPOSITORIES
As the Members are aware, your Company's shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the Depositories i.e. National Securities
Depository Limited and Central Depository Services (India) Limited.
In view of the numerous advantages offered by the Depository system,
Members are requested to avail of the facility of dematerialization of
the Company's shares on either of the Depositories as aforesaid.
At present, over 72% of the paid-up equity share capital of the Company
is held in dematerialized form.
PUBLIC DEPOSITS
The Company, during the year under review, has not accepted any
deposits from public. The Company had no unclaimed or overdue deposits
as on March 31, 2012.
AUDITORS
Messrs Mahendra Kumbhat & Associates, Chartered Accountants, Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and, being eligible, have expressed their willingness
to continue, if so appointed.
Members are requested to consider their reappointment as the Auditors
of the Company and authorize the Board of Directors to fix their
remuneration.
AUDITORS' REPORT
As regards observations of the Auditors in sub-clause (a) and (b) of
Clause No.(vi) of their Report, attention of the Members is invited to
Note Nos.20(l) and 20(11) to the Annual Accounts, which are self-
explanatory.
PARTICULARS OF EMPLOYEES
There are no employees within the purview of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Rule 2 of the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988, relating
to conservation of energy and technology absorption, is not being given
since your Company is not engaged in manufacturing activity.
There was no income or outflow of foreign exchange during the year
under review.
EMPLOYEE RELATIONS
The relations with the employees continued to be cordial
ACKNOWLEDGEMENTS
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 at all levels.
For and on behalf of the Board
Mahesh K. Rachh Mahendra S. Shah
Managing Director Director
Place: Mumbai
Date: May 30, 2012
Mar 31, 2010
The Directors present their twenty-fourth Annual Report on the
business and operations of your Company and the audited financial
accounts for the year ended March 31, 2010-
MANAGEMENT DISCUSSION AND ANALYSIS
The financial results of your Company for the year ended March 31, 2010
as compared to the previous year are summarized below:
Rs. lacs
Year ended Year ended
31.03.2010 31.03.2009
Gross Income 1329.68 10593.57
Profit / (Loss) before
Depreciation And Taxation 914.42 8413.55
Less: Depreciation 23.89 23.86
Profit/(Loss) before Taxation 890.53 8389.68
Provision for Taxation 0.40 1.87
Net Profit / (Loss) after Taxation 890.13 8387.81
During the year under review, the Company continued its focus on
recovery of dues. Efforts have been made to control the operational
expenses, wherever possible.
Owing to the accumulated loss and restrained resources, your Directors
regret their inability to recommend Dividend.
The Management is exploring various options to embark on business
activities, which offer potential for profitable growth.
SUBSIDIARY
As required under Section 212 of the Companies Act, 1956, the audited
statements of accounts for the year ended March 31, 2010 along with the
report of the Board of Directors of the subsidiary company, Apple Asset
Management Limited and the Auditors Report therein, are annexed.
Further, pursuant to Accounting Standard 21 (AS 21) as notified by the
Companies (Accounting Standard) Rules, 2006, the Consolidated Financial
Statements presented by the Company include the financial information
about its subsidiary.
DIRECTORS
Mr. Mahendra S. Shah retires by rotation and being eligible, offers
himself for reappointment.
A brief resume of the Director retiring by rotation at the ensuing
Annual General Meeting, nature of his expertise in specific functional
areas, and the names of companies in which he holds directorship and/or
membership/ chairmanship of committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with Bombay Stock Exchange
Limited, is given in the section on Corporate Governance elsewhere in
the Annual Report.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that.
a) in the preparation of the accounts for the year ended March 31,
2010, the applicable accounting standards have been followed along
with proper explanation relating to material departures.
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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors have prepared the accounts for the year ended March
31,2010 on a going concern basis.
GROUP
Pursuant to the intimation from the Promoters, the names of the
Promoters and entities comprising group as defined under the
Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in
the Annual Report for the purpose of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997.
CORPORATE GOVERNANCE
A report on Corporate Governance stipulated by Clause 49 of the Listing
Agreement is annexed hereto and forms part of this Annual Report.
DEPOSITORIES
Effective May 8, 2000, the equity shares of your Company have been
mandated by Securities & Exchange Board of India for settlement only in
demat form by all institutions and investors.
Your Company has entered into arrangements with National Securities
Depository Limited ("NSDL") and Central Depository Services (India)
Limited for custody and dematerialization of securities in accordance
with the Depositories Act, 1996.
Your Company has opted for the scheme of one-time payment of custody
fee charges, offered by NSDL. Accordingly, NSDL does not charge any
custody fees to the Depository Participants for the dematerialized
securities of the Company.
At present, over 72% of the paid-up equity share capital of the Company
is held in dematerial ized form.
FIXED DEPOSITS
The entire unclaimed deposits have been provided for in the escrow
accounts maintained with a scheduled bank. As on March 31, 2010, 1174
fixed deposits aggregating Rs. 105.96 lacs remained unclaimed, out of
which 2 deposits aggregating Rs.0.20 lacs have since been repaid.
Suitable steps are being taken to elicit responses from the remaining
depositors.
AUDITORS
Messrs Mahendra Kumbhat & Associates, Chartered Accountants, Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received a letter from them to the
effect that their reappointment, if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act, 1956 and that
they are not disqualified for such reappointment within the meaning of
Section 226 of the Companies Act, 1956.
Members are requested to consider their reappointment as the Auditors
of the Company and authorize the Board of Directors to fix their
remuneration.
AUDITORS REPORT
As regards observations of the Auditors in sub-clause (a) and (b) of
Clause No. (vi) of their Report, attention of the members is invited to
Note Nos. 1 and 9 of Schedule "P" to the Annual Accounts, which are
self-explanatory.
PARTICULARS OF EMPLOYEES
There are no employees within the purview of Section 217 (2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Rule 2 of the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988, relating
to conservation of energy and technology absorption, is not being given
since your Company is not engaged in manufacturing activity.
There was no income or outflow of foreign exchange during the year
under review.
EMPLOYEE RELATIONS
The relations with the employees continued to be cordial.
ACKNOWLEDGEMENTS
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 at all levels.
For and on behalf of the Board
Mahesh K. Rachh Mahendra S. Shah
Managing Director Director
Place : Mumbai
Date : May 31, 2010
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