REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY
The Company is committed to adopt the best Corporate Governance practices and endeavors continuously to implement the Code of Corporate Governance in its true spirit. The Company's philosophy in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholders' value without compromising in any way in complying with the applicable laws.
The Board of Directors acknowledges that it has a fiduciary relationship and a corresponding duty towards the stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its Committees endeavors to strike a right balance with its various stakeholders.
2. BOARD OF DIRECTORS
As on March 31, 2015, the Company has four Directors which include a Managing Director. Out of the three NonExecutive Directors, two are the Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with BSE Limited.
Both the Independent Directors of the Company have been appointed under Section 149 of the Companies Act, 2013. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment can be accessed on the Company's website.
The Board of Directors of the Company met four times during the financial year 2014-2015 i.e. May 14, 2014, August 13, 2014, November 13, 2014 and February 13, 2015.
The names and categories of Directors on the Board, their attendance at Board meetings and at the last Annual General Meeting held during the financial year and the number of directorships and committee chairmanships/ memberships held by them in other companies are given below. Chairmanship/membership of Board Committees includes only Audit and Stakeholders Relationship Committees.
Except Mr. Mahesh Raghavan Menon, Director who holds 100 equity shares in the Company, none of the other Directors holds any shares in the Company.
A separate meeting of the Independent Directors of the Company, without the attendance of Non-Independent Directors and members of Management, was held on March 31, 2015 as required under Schedule IV to the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.
3. AUDIT COMMITTEE
The Audit Committee of the Company has been constituted in line with the provisions of Clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013. The Audit Committee has three members, of these two are Independent Directors and one is the Managing Director.
Members of the Audit Committee have requisite financial, legal and management expertise. Mr. Mahendra S. Shah is the Chairman of the Committee. The Company Secretary acts as the Secretary to the Committee.
During the financial year 2014-2015, the Audit Committee met four times to deliberate on various matters. The meetings were held on May 14, 2014, August 13, 2014, November 13, 2014 and February 13, 2015. The details of attendance are as follows:-
Terms of reference:-
a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
b. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
d. Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval.
e. Reviewing, with the management, the quarterly financial statement before submission to the Board for approval.
f. Review and monitor the auditors' independence and performance, and effectiveness of audit process.
g. Approval or any subsequent modification of transactions of the Company with related parties.
h. Valuation of undertakings or assets of the Company, wherever it is necessary.
i. Evaluation of internal controls.
j. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
k. Reviewing the adequacy of internal audit function.
l. Discussion with internal auditors of any significant findings and follow up thereon.
m. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
n. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
o. To review the functioning of the Whistle Blower mechanism.
p. Approval of appointment of any person heading the finance function or discharging that function, after assessing the qualifications, experience and background etc. of such person.
q. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
r. Generally all items listed in Clause 49(III)(D) of the Listing Agreement and in Section 177 of the Companies Act, 2013.
s. The Audit Committee shall mandatorily review (i) the Management Discussion and Analysis of financial condition and results of operations. (ii) Statement of significant related party transactions submitted by the management. (iii) Management letters/letters of internal control weaknesses issued by the statutory auditors. (iv) Internal audit reports relating to internal control weaknesses (v) The appointment, removal and terms of remuneration of the internal auditor.
t. Providing guidance to the Compliance Officer for setting forth policies and implementation of the Code of Conduct.
u. To note and take on record the status reports detailing the dealings by Designated Persons in securities of the Company, as submitted by the Compliance Officer.
v. To give suitable directions for initiating penal action against any person upon being informed by the Compliance Officer that such person has violated the Code and/or Regulations.
4. NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Board of Directors at their meeting held on November 13, 2014 has renamed the existing Remuneration Committee as the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee currently comprises Mr. Mahendra S. Shah, Chairman, Mr. Mahesh Raghavan Menon and Ms. Jacqueline Patel.
During the financial year 2014-2015, the meeting of this Committee was held on May 14, 2014 and was attended by Mahendra S. Shah and Mr. Mahesh Raghavan Menon.
Term of reference:-
a. Recommend to the Board the setup and composition of the Board and its Committees.
b. Recommend to the Board the appointment or reappointment of Directors.
c. Devise a policy on Board diversity.
d. Recommend to the Board appointment of Key Managerial Personnel.
e. Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. Additionally, the Committee may also oversee the performance review process of the Key Managerial Personnel and the executive team of the Company.
f. Recommend to the Board the remuneration policy for the Directors, executive team/Key Managerial Personnel as well as the rest of the employees.
g. On an annual basis, recommend to the Board the remuneration payable to Directors and executive team/Key Managerial Personnel.
h. Oversee familiarization programs for Directors.
i. Review retirement benefits payable to Directors and executive team/Key Managerial Personnel.
Apart from sitting fees for attending Board meetings, no other fees/compensation is paid to the Non-Executive Directors of the Company. The Managing Director's remuneration is as approved by the shareholders at the General Meeting. Your Company does not have any Stock Option Scheme for Directors and employees.
The Company's Remuneration Policy as well as the Familiarization Programme for Independent Directors can be accessed on the Company's website www.applefinance co.in
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
As required under Section 178(5) of the Companies Act, 2013, the Company has constituted Stakeholders Relationship Committee comprising Mr. Mahendra S. Shah, Chairman, Mr. Mahesh Raghavan Menon and Mr. Mahesh K. Rachh. The Committee inter alia looks into redressing the grievances of the security holders of the Company.
During the financial year 2014-2015, four meetings of the Stakeholders Relationship Committee were held on May 14, 2014, August 13, 2014, November 13, 2014 and February 13, 2015 and the same were attended by all the Members of the Committee.
Mr. P. B. Deshpande, Company Secretary is the Compliance Officer of the Company and also acts as the Secretary to the Committee.
a) All transactions entered by the Company during the financial year 2014-2015 with related parties were in the ordinary course of business and on an arm's length basis and as such, outside the purview of Section 188 of the Companies Act, 2013. During the financial year 2014-2015, the Company had not entered into any contract/arrangement/transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.applefinance.co.in
Your Directors draw attention of the members to Note No.19(10) to the standalone financial statement, which sets out related party disclosures.
b) The Company has complied with the requirements of BSE Limited, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures passed on the Company by BSE Limited, SEBI or any other statutory authority relating to the above.
c) Whistle Blower Policy
The Company promotes ethical behavior in all its activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Whistle Blower Committee which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the financial year under review, no employee was denied access to the Audit Committee.
d) The Company has duly complied with all mandatory requirements laid down by Clause 49 of the Listing Agreement. The Company will endeavour to adopt the non-mandatory requirements of this Clause.
8. MEANS OF COMMUNICATION
The half-yearly/quarterly/annual financial results are filed with BSE Limited and also published in the newspapers (Mumbai edition) and are not being sent to each household of shareholders. The results are usually published in The Free Press Journal and Navshakti.
The Company posts the financial results on its own website www.applefinance.co.in. Wherever applicable, the Company also displays official news releases. The Company does not make presentations to institutional investors or analysts.
9. GENERAL SHAREHOLDER INFORMATION
• Date, time and venue of the AGM: : September 24, 2015 at 3.30 p.m. atM. C. Ghia Hall, Bhogilal HargovindasBuilding, Floor 4, 18/20 Kaikhushru Dubash Marg, Mumbai 400 001
• Financial Calendar : April 1, 2015 to March 31, 2016
• Adoption of Quarterly Results for the quarter ending : on or before
• June 30, 2015 : August 14, 2015
• September 30, 2015 : November 14, 2015
• December 31, 2015 : February 14, 2016
• March 31, 2016 : May 30, 2016
• Date of Book Closure : September 18, 2015 to September 24, 2015 (both days inclusive).
• Dividend Payment Date : The Board of Directors has not recommended dividend.
• Listing on Stock Exchange : The Company’s equity shares are listed on BSE Limited. The Company has paid the annual listing fees to BSE Limited for the financial year 2015-2016.
• Stock Code : 500014 on BSE Limited.
• ISIN Number for NSDL and CDSL : INE096A01010
• Market Price Data : The high and low prices of every month during the financial year 2014-2015 are given below.
Registrar and Transfer Agents: Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing Complex, Floor 2, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (East), Mumbai 400 072 Phone: 6772 0400 Fax: 2859 1568 Contact Persons: Mrs. Indira P. Karkera and Mr. Gopal S. Poojary
Share Transfer System:-
A Committee of Directors comprising Mr. Mahesh K. Rachh and Mr. Mahesh Raghavan Menon has been constituted to approve the transfer, transmission, dematerialization and rematerialization of shares, issue of duplicate share certificates and allied matters. The Company's Registrars, Sharepro Services (India) Private Limited have adequate infrastructure to process share transfers and dematerialization of shares.
A predetermined process cycle at regular interval ensures transfer of shares expeditiously and thereafter an option letter is sent to the transferee(s) for dematerialization. In compliance with the Listing Agreement, every six months, a Practicing Company Secretary audits the system and a certificate to that effect is issued and filed with BSE Limited
•73.15% of the Company's equity share capital has been dematerialized up to March 31, 2015.
• The Company does not have outstanding GDRs/ADRs/ Warrants or any Convertible instruments.
•Except the Registered Office, the Company does not have any other plant or branch office. Categories of Shareholding as on March 31, 2015:-
• Address for correspondence:-The Company Secretary Apple Finance Limited 8 Apeejay House, 130 Mumbai Samachar Marg, Mumbai 400 023 Email: firstname.lastname@example.org
10. MANAGING DIRECTOR'S CERTIFICATION
The Managing Director of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement. The annual certificate given by the Managing Director is published hereunder:-