MANAGEMENT DISCUSSION AND ANALYSIS

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21, the audited Consolidated Financial Statement form part of the Annual Report.

SUBSIDIARY

Apple Asset Management Limited is the wholly-owned subsidiary of the Company.In terms of the General Circular No.2/2011 dated February 8, 2011 read together with General Circular No.3/2011 dated February 21, 2011 issued by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statement of subsidiaries, subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiary for the financial year ended March 31, 2014 are not attached to the Balance Sheet of the Company as the Company has fulfilled/shall fulfill the following conditions:-

i) The Board of Directors of the Company has by its resolution dated May 14, 2014 consented for not attaching the Balance Sheet of the subsidiary.

ii) The Company has brsented its Annual Report, the Consolidated Financial Statement of Holding Company and its subsidiary duly audited by its Statutory Auditors.

iii) The Consolidated Financial Statement has been brpared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as brscribed by SEBI.

iv) The Company has disclosed in the consolidated Balance Sheet the following information of the subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiary) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

v) The financial statement and other related detailed information of the subsidiary shall be made available to members of the Company and subsidiary seeking such information at any point of time.

vi) The financial statement of the subsidiary shall also be kept for inspection by any Member at the Registered Office of the Company and of the subsidiary and the Company shall furnish a hardcopy of the details of accounts of the subsidiary to any Member on demand.

vii) The Company as well as the subsidiary shall regularly file such data to the various regulatory and Government Authorities as may be required by them.

DIRECTORS

Mr. Mahesh K. Rachh retires by rotation and being eligible, offers himself for reappointment. He is also sought to be reappointed as the Managing Director of the Company for a further period of two years.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors is seeking appointment of Mr. Mahendra S. Shah as an Independent Director for 5 (five) consecutive years for a term up to the conclusion of the 33rd Annual General Meeting.

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 brparation of the accounts for the financial year ended March 31, 2014, 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 brventing and detecting fraud and other irregularities.

d) the Directors have brpared the accounts for the year ended March 31, 2014 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.

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.

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 brscribed under Section 135 of the Companies Act, 2013 and the Rules made thereunder for constitution of a Corporate Social Responsibility Committee.

DEPOSITORIES

As the Members are aware, your Company's shares are tradable 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 brsent, 73.03% 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, 2014.

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 brscribed 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.

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 exbrss 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

Managing Director  

Mahendra S. Shah

Director

Place: Mumbai

Date: May 14, 2014