<dhhead>DIRECTORS’ REPORT</dhhead>
Your Directors present the 37th Annual Report together with
audited financial statements of the Company for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The financial results of your Company for the year ended
March 31, 2023 as compared to the previous year are summarized below:-
|
Lac Year ended 31.03.2023 |
Lac Year ended 31.03.2022 |
| Gross Income |
6,309.66 |
2,519.32 |
| Profit/(Loss) before |
|
|
| Depreciation and Taxation |
97.69 |
(97.28) |
| Less: Depreciation |
2.46 |
10.02 |
| Profit/(Loss) before |
|
|
| Taxation |
95.23 |
(87.26) |
| Provision for Taxation |
33.42 |
18.11 |
| Net Profit/(Loss) after |
|
|
| Taxation |
61.81 |
(105.37) |
| Other Comprehensive |
|
|
| Income/(Loss) (Net of Tax) |
|
|
| (Net of Tax) |
(248.40) |
2,199.02 |
| Total Comprehensive |
|
|
| Income/(Loss) |
(186.59) |
2,093.65 |
AMOUNTS CARRIED TO RESERVES
The Board of Directors has decided to retain the entire y Profitabilit
amount of Net Profit for the financial year 2022-2023 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 metals like Silver and Gold.
The return of net-worth has increased at 111.02% as compared to the
negative return in the previous financial year. Operating Profit Margin has been recorded
at a very good 95.88%.
During the financial year 2022-2023, the Total Income of the Company
has increased by 150.45% as compared to the previous financial year. The Profit After Tax
also recorded at 61.81 lac as compared to the Loss in the previous financial year and
consequent EPS was 0.11.
Revenue of 6,050.05 lac was recorded from the trading operations
during the year under review. There is no segment-wise business or operations for the
Company as 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
The Russian-Ukraine war, US Fed’s aggressive rate hikes and
worries about China’s economy cast extreme volatility in commodity prices throughout
2022. The World Bank predicts that Commodity prices are expected to fall by 21% this year
and remain mostly stable in 2024. The expected decline in prices for 2023 represents the
sharpest drop since the COVID-19 pandemic.
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.
and cost consciousness will continue to be the two important factors
for future growth.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), a
separate section on the Management
Discussion and Analysis for the financial year ended March
31, 2023 is annexed, which forms part of this Annual Report.
SUBSIDIARY
As defined under the Companies Act, 2013 ("the Act"), the
Company had a wholly-owned subsidiary, Apple Asset Management Limited ("AAML").
The said subsidiary 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 did not carry on any business. The Board of Directors of AAML on
March 30, 2022 submitted its application under Section 248 of the Act to the Registrar of
Companies for striking off its name from the Register of Companies. The name of AAML was
struck off the Register of Companies on July 28, 2022 and AAML has been dissolved. During
the year under review, no other company or entity became or ceased to be the
Company’s subsidiary, joint venture or associate company of your Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stated hereinabove, the Board of Directors of AAML on March 30, 2022
submitted its application under Section 248 of the Act to the Registrar of Companies for
striking off its name from the Register of Companies. The Company has been advised that
once the application under Section 248 of the Act is submitted, AAML is not required to
prepare its financial statements. Accordingly, the Company has not prepared the
Consolidated Financial
Statements for the financial year ended March 31, 2023.
SHARE CAPITAL
During the financial year ended March 31, 2023, there were no changes
in the capital structure of the Company.
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 2022-
2023 till the date of this Report.
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 as well as the relevant Board Committees including the
Audit Committee, the Board is of the opinion that the Company’s internal financial
controls were adequate and operating effectively during the financial year 2022-
2023.
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, 2023:-a)
in the preparation of the annual accounts for the financial year ended March 31, 2023, 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, 2023 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
There was no change in the composition of Board of Directors during the
year under review. The Company’s Board of Directors comprises the following
Directors:-Mr. J. R. K. Sarma, Independent Director Mr. Mahesh Raghavan Menon,
Non-Executive Non-Independent Director
Ms. Vidhi Bipin Mandaliya, Independent Director.
At the last Annual General Meeting held on September 28, 2022, Mr.
Mahesh Raghavan Menon (DIN: 00164298) was reappointed as a Non-Executive Non-Independent
Director, liable to retire by rotation. During the year under review, the 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.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2023 were Mr. P. H. Deval, Chief
Financial Officer and Mr. P. B.
Deshpande, Manager & Company Secretary.
Apart from the above, no other person was appointed or had ceased to be
the Director or the Key Managerial Personnel of the Company during the financial year
2022-2023.
Brief particulars and expertise of Directors seeking appointment
together with their other Directorships and Committee Memberships have been given in the
Annexure to the Notice of the 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 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 6 (six) meetings during the financial year 2022-2023. 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. J. R. K. Sarma and Ms. Vidhi B.
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 Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors’ Databank maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of
Directors) Rules, 2014.
COMMITTEES OF THE BOARD
The Company currently has 5 (five) Board Committees as on
March 31, 2023:-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).
ANNUAL EVALUATION OF THE BOARD’S PERFORMANCE
During the year under review, the Board adopted a formal mechanism for
evaluating its performance as well as its Committees and individual Directors. The
exercise was carried out through a structured evaluation process covering various aspects
of the Board’s functioning such as composition of the Board and its Committees,
experience and competencies, performance of specific duties and obligations, governance
issues, etc. Separate exercise was carried out to evaluate the performance of the
individual Directors who were evaluated on the parameters such as attendance,
contributions at the meetings and otherwise, independent judgement, safeguarding of
minority shareholders interest, etc.
The evaluation of Independent Directors was carried out by the entire
Board of Directors.
The Directors were satisfied with evaluation results, which reflected
the overall engagement of the Board and its
Committees with the Company.
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
Your Directors have adopted the policies and procedures for ensuring
the orderly and efficient conduct business, including adherence to the Company’s
polices, the safeguarding of its assets, the prevention and detection of fraud and error,
the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. The Company has in place adequate internal financial
controls with reference to financial statements.
During the year under review, such controls were tested and no
reportable material weaknesses in the design or operations were found.
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.
Composition of Audit Committee is given in the Corporate Governance
Report, which forms part of this Report. 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 from the Company’s Auditors,
confirming compliance of the conditions of Corporate
Governance as stipulated under the Listing Regulations is appended to
the Corporate Governance Report. A Certificate of the Chief Financial Officer and the
Manager of the Company in terms of Regulation 17(8) of the Listing Regulations is also
annexed.
AUDITORS AND AUDITORS’ REPORT
At the 36th Annual General Meeting held on September 28,
2022, the shareholders have approved appointment of Chaturvedi & Shah LLP, Chartered
Accountants (Firm Regn.
No.101720W/W100355) as Auditors for a period of 5 (five) consecutive
years commencing from the conclusion of 36th Annual General Meeting until the
conclusion of 41st Annual General Meeting.
The notes on the financial statements referred to in the
Auditors’ Report issued by Chaturvedi & Shah LLP, Chartered
Accountants for the financial year ended March 31, 2023 are
self-explanatory and do not call for any further comments.
The Auditors’ Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITOR
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 Auditor for the financial
year 2022-2023 is attached herewith as Annexure ‘A’.
A couple of advisories mentioned by the Secretarial Auditor in their
Report are being evaluated by your Directors and they shall ensure meticulous compliance
of all the statutes, rules and regulations applicable to the Company.
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 the
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 loans and investments 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
All related party transactions that were entered into during the
financial year 2022-2023, were on arm’s length basis and in the ordinary course of
business. There are no material related party transactions made by the Company during the
year under review. Given that the Company does not have anything to report pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form No.AOC-2, the same is not provided. All related party transactions are approved by
the Audit Committee and are periodically reported to the Audit Committee. Prior approval
of the Audit Committee is obtained on a yearly basis for the transactions, which are
planned and/ or repetitive in nature. The details of the transactions with related parties
during the financial year 2022-2023 are provided in the accompanying financial statements.
The Policy on Related Party Transactions as approved by the Board of
Directors is available on the Company’s website and may be accessed at the weblink:
Related Party Transaction Policy.pdf (wsimg.com).
CORPORATE SOCIAL RESPONSIBILITY
As the projected Net Profit of the Company for the financial year ended
March 31, 2022 computed in accordance with Section 198 of the Act was expected to be in
excess of 5 crore, 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, Independent Director, Ms. Vidhi Mandaliya, Independent Director and Mr. Mahesh
Raghavan Menon, Director. The CSR Policy has been approved by the Board of Directors and
the same is available on the Company’s website www. utique.in.
As against the eligible CSR amount of 9.77 lac, an aggregate amount of
11.76 lac has been disbursed to Swarna Bharat Trust, who are engaged in Vocational
Centre, Computer Centre, Farmer Centre, Eye and Dental Hospitals, Old Age Home, Skill
Development Centre, Schools, etc. The excess amount of 1.99 lac will be adjusted in the
future CSR contribution.
The requisite details on CSR activities pursuant to Section 135 of the
Act and as required pursuant to the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are given in Annexure ‘B’ which is annexed hereto and forms part of
this Report.
ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Act read with Rule 11
of the Companies (Management & Administration) Rules, 2014, the Annual Return in Form
No.MGT-7 for the financial year ended March 31, 2023 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 ‘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 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) None of the Directors of the Company has
received any remuneration or commission from the subsidiary company.
(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.
+91-9892691696
