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Directors Report of Appu Marketing & Manufacturing Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 31 st Annual Report of the Company for the financial year ended 31 st March, 2014.

FINANCIAL RESULTS:

Standalone Consolidated

Particulars 2013- 2012- 2013-2014 2014 2013 Rs. Rs. Rs.

Total Income 22,20,469 14,25,554 22,20,469

Total Expenditure 15,55,910 6,44,818 16,44,650

Profit before Tax 6,64,559 7,80,736 5,75,819

(Less): Provision for Current Tax (2,05,350) (2,41,247) (2,05,350)

Net Profit after tax_ 4,59,209 5,39,489 3,70,469

Income tax for prior year_ - 15,403 -

(Less): Unamortized Expenses written back - (3,74,250) -

Add : Brought forward from previous year 5,80,627 3,99,985 5,80,627

Balance carried to Balance Sheet | 10,39,836 5,80,627 9,51,096

FINANCIAL AND OPERATIONAL PERFORMANCE

Our Company has recorded a total income of Rs.22,20,469/- for the current financial year as against Rs.14,25,554/- recorded during the previous year, registering a growth of 55.76%.

The Profit Before Tax on a standalone basis amounted to Rs.6,64,559/- during the current year as against Rs.7,80,736 for the previous year.

The Profit After Tax on a standalone basis amounted toRs.4,59,209/- during the current year as against Rs.5,39,489 for the previous year.

During the year, we have made investments in four newly owned subsidiary companies. We expect that the company will be benefited by these investments in long run, which will be seen from the forthcoming financial quarters.

The Company trading business has witness a tough time in the past. However, the Company has diversified its business portfolio to stay competitive and profitable.

DIVIDEND

Considering the future prospects and to strengthening the financial position of the Company, your Directors do not recommend any dividend for the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Sudip Laha, Managing Director of the Company, will retire by rotation at the ensuing 31st Annual General Meeting and being eligible, seeks reappointment. The Board of Directors recommends his re-appointment.

As per the Companies Act, 2013, the Company is required to appoint Independent Directors, including existing independent directors, for a fixed term and their office shall not be liable to be determined by retirement of directors by rotation. Our Independent Directors Mr. Bhagwan Das Soni, Mr. Tanumay Laha and Mr. Kamal Kumar Bararia, are liable to retire by rotation under the erstwhile Companies Act, 1956.

Accordingly, in compliance of Section 149, 150, 152 read with Schedule IV of the Companies Act, 2013, Mr. Bhagwan Das Soni, Mr. Tanumay Laha and Mr. Kamal Kumar Bararia, Directors of the Company, are proposed to be appointed as Independent Directors of the Company for a period of five consecutive years to hold the office till the conclusion of 36th AGM and their offices shall not be liable to retire by rotation of directors.

Separate notices have been received from members proposing candidatures of Mr. Sudip Laha, Mr. Bhagwan Das Soni, Mr. Tanumay Laha and Mr. Kamal Kumar Bararia for their respective appointments.

Based on the confirmations received, none of the Directors proposed to be appointed are disqualified for appointment under the Companies Act, 2013.

Further, the Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement with the stock exchange.

Further, Mr. Sudip Laha, was appointed as a Managing Director of the Company at the Annual General Meeting of the Company held on September 30, 2013, with effect from 1 st October, 2013 for a period of 5 (five) years ending on 30th September, 2018 and as per the terms of his appointment, he is not liable to retire by rotation. However, Managing Director/ whole-time directors who were earlier not liable to retire by rotation as per the provisions of the Companies Act, 1956, are now liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. Accordingly, it is proposed that the terms of appointment of Mr. Sudip Laha be amended to provide that he shall be liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. The other terms and conditions of his appointment including remuneration approved by the members of the Company shall remain unchanged.

AUDITORS

M/s. S.C. Swaika & Co, Chartered Accountants of 30/1, S.M. Ali Road, Barrackpore, Kolkata - 700 120, Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting, and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. S.C. Swaika & Co, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 36th AGM, subject to ratification of their appointment at every AGM.

The Company has received letter from them to the effect that their re-appointment, 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 re-appointment.

INDEPENDENT AUDITORS'' REPORT

The Financial Statement, as referred to in the Independent Auditor''s Report are self-explanatory and hence does not require any further explanations.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTERS

The Company had issued 42,35,000 equity shares on preferential basis to persons belonging to non- promoters group during the financial year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the

applicable accounting standards have been followed and there are no material departures;

(ii) 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 at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statements forms part of Annual Report 2014.

SUBSIDIARIES

The Company has four subsidiaries as on March 31, 2014, namely AMM Textiles Limited, AMM Irons Limited, AMM Housing Limited and AMM Commercial Limited. All these four subsidiaries were incorporated in March, 2014. A Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies, is attached to the Accounts.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with Balance Sheet of the Company. However, the Consolidated Financial Statement is presented in the Annual Report in compliance with the said circular. The Company will provide a copy of annual accounts in respect of each subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

REGISTER E-MAIL ADDRESS

To support the ''Green Initiative'' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Niche Technologies Private Ltd., D-511, Bagree Market, 71, B.R.B. Basu Road, Kolkata 700 001, E- mail: nichetech@nichetechpl.com if shares are held in physical mode or with their DP if the holding is in electronic mode.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management''s Discussion and Analysis is presented in a separate section forms part of the Annual Report 2014.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit.

PARTICULARS OF EMPLOYEES

The Company does not have any employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

LISTING FEES

The Company''s shares are listed in the Calcutta Stock Exchange Limited and the listing fees have been paid up-to-date.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continued co-operation and support by the banks, customers and business associates. Your directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS

Dated : 29.05.2014 For Appu Marketing & Manufacturing Ltd.

Sd/-

Tanumay Laha Chairman DIN : 05338827


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Particulars 2012-2013 2011-2012

Gross Profit before Tax 7,80,736.00 6,73,362.00

Less Provision for Curent Tax (2,41,247.00) (2,08,300.00)

Net profit after tax 5,39,489.00 4,65,062.00

Income tax for prior year 15,403.00 0.00

Less, . Unamortized Expenses written (3,74,250.00) 0.00 back

Add . Brought forward from previous year 3,99,985.00 (65,077.00)

Balance carried to Balance Sheet 5,80,627.00 3,99,985.00

OPERATIONS

Tcs Company has made a net profit of Rs. 5,39,489/- as against Rs. 465,062/- registered in the previous year. Such increase is by & large attributable to increase in gross income from trading cperation by 16%.

DIVIDEND ,

Yours Directors do not consider it prudent to recommend any dividend for the year under review. DIRECTORS

In the Board Meeting of the Company held on 31st March, 2013, the Board of Directors approved appointment of Mr. Sudip Laha as the Managing Director of the Company for a period of five years with effect from 5th March, 2013 to 4th March 2018, subject to the approval of the members of the Company.

Mr. Bhagwan Das Soni holds office up to the date of forthcoming Annual General Meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Bhagwan Das Soni as a Director of the . Company.

Mr. Kamal Kumar Bararia holds office up to the date of forthcoming Annual General Meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Kamal Kumar Bararia as a Director of the Company.

Mr. Tanumay Laha holds office up to the date of forthcoming Annual General Meeting of the Company. The Company has received a notice under the provisions of Section 257 of the Companies Act, 1956, for the appointment of Mr. Tanumay Laha as a Director of the Company.

Mr. Sunil Kumar Surana, Mr. Sudhir Gupta and Mrs. Anju Gupta Directors of the Company tendered their resignation to the Board and the same were accepted by the Board of Directors at the meeting held on 05.03.2013.

AUDITORS

M/s. Ashok Kumar Agarwala, Chartered Accountants of 8, Raj Gurudas Street. 1st Floor, Koikata - 700 006 resigned from the office of the Auditors and M/s S.C. Swaika & Co, Chartered Accountants of 30/1, S.M. Ali Road, Barrackpore, Koikata - 700 120 appointed in a casual vacancy caused due to the resignation of M/s. Ashok Kumar Agarwala, Chartered Accountants of 8. Raj Gurudas Street, 1st Floor, Koikata - 700 006 as the Statutory Auditors of the Company.

M/s. S.C. Swaika & Co, Chartered Accountants of 30/1, S.M. Ali Road, Barrackpore, Koikata - 700 120 retire from the office of the Auditor and being eligible offer themselves for re - appointment. .

INDEPENDENT AUDITORS'' REPORT

Independent Auditors Report is self explanatory and hence does not require any further explanations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA of the Companies Act, 1956, the Board, of Directors confirm.-

i. that in the preparation of the Company''s Annual Accounts for the period ended March, 31st 2013, the applicable Accounting Standards have bean followed and there are no material departures;

ii. that the Directors 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 at the end of the financial year and of the profit of the Company for that period;

iii. that the directors had 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;

iv. that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Managements Discussion and Analysis forms part of this Report.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit.

PARTICULARS OF EMPLOYEES

The Company does not have any employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

LISTING FEES

The Company''s shares are listed in the Calcutta Stock Exchange Association Limited and the listing fees have been paid up-to-date. .

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep sense of gratitude to the banks, customers and business associates for their continued co-operation and support. Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown by the members of the Company.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS Dated : 30.05,2013 For Appu Marketing & Manufacturing Ltd.

Tanumay Laha Chairman


Mar 31, 2012

Dear Members,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

In view of the nature of business, it is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) the Directors confirm:

(i) That the applicable accounting standards have been followed along with proper explanation relating to material departures in preparing the accounts :

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are 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 period and of the profit or loss of the Company for the period:

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the accounts have been prepared on a going concern basis.

By order of the Board of Directors

PLACE :Kolkata DATE : 01.09.2012


Mar 31, 2011

Dear Members,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

In view of the nature of business, it is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) the Directors confirm:

(i) That the applicable accounting standards have been followed along with proper explanation relating to material departures in preparing the accounts :

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are 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 period and of the profit or loss of the Company for the period:

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the accounts have been prepared on a going concern basis.

By order of the Board of Directors PLACE : Kolkata DATE : 30.06.2011


Mar 31, 2010

Dear Members,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

In view of the nature of business, it is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) the Directors confirm:

(i) That the applicable accounting standards have been followed along with proper explanation relating to material departures in preparing the accounts :

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are 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 period and of the profit or loss of the Company for the period:

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the accounts have been prepared on a going concern basis,

By order of the Board of Directors

For Appu Marketing & Manufacturing Ltd. PLACE : Kolkata DATE : 15.05.2010 S.K. Sarana Director Authorised Signatory

 
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