DIRECTORS' REPORT To THE MEMBERS OF APPLE CREDIT CORPORATION LIMITED Your Directors present herewith the 27th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2015. There were no disbursements during the year under review. The Company has continued its efforts for recovery of overdues. On account of accumulated loss, your Directors are not in a position to recommend any Dividend. DIRECTORS MrJRK Sarma piN 00088327) and Mr.K Elangovan (DIN 03049026) have been elected as independent directors by postal ballot for a period of five years upto 15th March 2020,not liable to retire by rotation. Mrs.V Padma,(DIN 06986599) was appointed as Additional Director with effect from 30th September 2014,upto to the date of Annual General Meeting. It is proposed to appoint Mrs.V Padma as Director liable to retire by rotation, in the ensuing Annual General Meeting. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR) a) Industry Structure and Developments: Indian economy is likely to grow in the range of 5.4 to 5.9 per cent in 2014-15 overcoming the svb-5 per cent GDP growth of past two years, even as poor monsoon and disturbed external environment remain a cause for concern. As regards the downside risks, factors like poor monsoon, the external environment and the poor investment climate can have a bearing on the growth recovery. b) Opportunities and Threats: The Management of the Company discussed about the Strengths, Weakness, Opportunities and threats for the same. While slow down in economy and automotive sector is a threat for recoveries ,the expected turnaround in the near future will bring in opportunities for more and more recoveries. c) Segmentwise or Productwise performance: While LCV sales continue to be in the slow lane the gradually improving sales of medium and heavy commercial vehicles (M&HCVs) indicate that the new fiscal year should bring new gains for OEMs. With mining activities resuming in certain parts of the country and a larger push for infrastructure spending by the government the CV sector should benefit in 2015-16. The Company is concentrating on recovery of its old Loans given under Financing of Vehicles and Machinery. The Company has set up required personnel and also taking steps legally to recover its outstanding. d) Outlook Prospects for the coming year remain hopeful. The fact remains that until the severe fiscal imbalances are corrected, economic growth will continue to suffer. In recent months, the government has made some course corrections by way of policy responses and spelt out a path of fiscal consolidation.. e) Risk and areas of concern Market and legal risks involved in recovery process are adequately addressed by the internal control systems and are continuously reviewed and monitored by a dedicated team of people. f) Internal Control system and their adequacy: The Company has adequate internal control procedures commensurate with the size of the company and the nature of business. Mr.Subrahmaniya Sivam R.,Chartered Accountamjias been appointed to conduct Internal Audit and the findings and recommendations are place before the Audit Committee of the Board regularly. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures and reports to the Board.. g) Vigil Mechanism / Whistle blower Policy. As per Sec.177 (9) of Companies Act,and Rule 7 under Companies (Meetings of Board and its powers )Rules 2014,the Company has vigil mechanism policy to deal with fraud or mismanagement if any .Details are given in Corporate Governance Report and also posted on the website. h) Related Party Transactions: There are no related party transactions during the year. I) Material developments in Human Resources / Industrial relations front: Your Company believes that its greatest assets are its people and training is an investment in long term people development, for organizational excellence. The Company has maintained cordial relationshi p with its employees throughout the year. Extract of Annual Return is a per Annexure - A DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act2013 the Directors confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed; 2. Appropriate accounting policies have been selected and applied consistently and have made judgements 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 31st March 2015and of the Proft/Loss of the Company for the year ended 31st March 2015 3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. The annual accounts have been prepared for the year ended 31st March 2015 on a going concern basis. CORPORATE GOVERNANCE A separate Report on Corporate Governance is produced as a part of this Annual Report along with the Auditors Statement on its compliance. 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 dematerialisation of the Company's shares on either of the Depositories aforesaid. At present over 64.96% of the paid-up equity capital of the Company is held in dematerialised form. FIXED DEPOSITS Your Company has no outstanding Deposits as all Unclaimed Deposits in the Company have been transferred to Government A/c as per Companies Act 1956.The Company ,during the year under review has not accepted any deposits from public. AUDITORS The Company's Auditors M/s Brahmayya & Co, Chartered Accountants, Chennai will retire at the ensuing Annual General meeting and being eligible have offered themselves for reappointment and the requisite certificate u/s 139 of the Companies Act 2013 has been obtained from them for this purpose. 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 no. 19. to the Annual accounts, which is self explanatory. Secretarial Audit Report Pursuant to Se.204 of the Companies Act 2013,and Companies( Appointment and Remuneration of Managerial Personnell)Rules 2014 .The Board has appointed M/s PK Panda & Co.,Practising Company Secretaries, to carry out Secretarial Audit of the Company, as per Annezure - B PARTICULARS OF PERSONNEL The information required under Sec. 197 of the Companies Act 2013,read with Rule 5 of the Companies( Appointment and remuneration of managerial personnel) Rules 2014 are provided in Annexure C. The particulars of employees as required u/s 134 of the Companies Act 2013 read with the Companies (Particulars of Employees) Rules 1975 is not applicable to the Company as there were no employees drawing remuneration in excess of the limits specified under the said rules. Rule 8 under Companies(Accounts) Rules 2014: 1,2,3 Your Company has no activity relating to Conservation of Energy, Technology, Absorption and Foreign Exchange areas during the period under review. 4.Further the Board has made an annual; evaluation of its own performance and that of its committees by analysing the agenda considered ,notes and discussion papers and attendance of individual directors. 5.1) Financial Summary given above. ii) Change in business does not apply. iii) Independent Directors appointed during the year.Mr JRK Sarma and Mr.K.Elangovan. iv) Subsidiaries and Joint Ventures - Nil v) Deposits under chapter V-Nil vi) Deposits not in compliance with Chapter V- NA vii) No significant /Material orders passed by regulators/Coury Tribunals impacting the going concern status/Future operations. viii) Adequate internal financial controls in force. Rule 8 of Companies (CSR Policy) Rules 2014. As the company has incurred loss the above does not apply. ACKNOWLEDGEMENTS Your Directors wish to express their gratitude to the Shareholders, Bankers and employees for their support For and on behalf of the Board JRK Sarma Director Mr.K.Elangovan Director Place: Chennai Date: 29.05.2015 |