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Directors Report of Appu Marketing & Manufacturing Ltd.

Mar 31, 2016

DIRECTORS REPORT

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report of the Company together with Audited Accounts for the year ended March 31,2016.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended 31st March, 2016 as compared to the previous financial year are as under:-

Particulars

Stand

alone

Conso

idated

2015-18

2014-15

2015-16

2014-15

Total Revenue

373.42

555.29

373.42

555.29

(Less) Total Expenditure

(3B4.05)

(541.24)

(368.22)

(541.51)

Profit before Exceptional & Extraordinary Hems

9.37

14.05

5.19

13.78

Add/(Less): Exceptional Items

-

-

-

-

Add/(Less): Extraordinary Items

-

-

-

-

Profit Before Tax

9.37

14.05

5.19

13.78

Add/(Less): Provision for Current Tax

(2.90)

(4.34)

2.90

(4.34)

Net Profit after Tax

6.47

9.70

2.29

9.44

(Less): Income Tax For earlier years

(0.86)

-

(0.86)

-

Profit/Loss for the year

5.61

9.70

1.43

9.44

Add/(Less): Brought forward from previous year

20.10

10.40

18.95

9,51

Balance earned to Balance Sheet

25.71

20.10 20.38

18.95

2. Performance

(a) Annual Consolidated Results

Section 129(3) of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Rule 6 of the Companies (Accounts) Rules. 2014, mandates every Company having subsidiary (including associate Company and joint venture) to prepare Consolidated Financial Statements. Accordingly, the audited consolidated financial statement is provided in the Annual Report and is also displayed on the Company s Website www.appumkt.com

The total income of the Company during the Financial Year 2015-16 on a consolidated basis was Rs. 373.42 lacs as compared to Rs. 555.29 lacs for the previous financial year. The total expenses for the year reduced to Rs. 368.22 lacs as compared to Rs. 541.51 lacs in previous year. In view of the same, Rs. 5.19 lacs profit before tax was recorded by the Company in the reporting year.

(b) Performance and financial position of the subsidiaries and associates Companies.

Pursuant to Rule 5 (1) of the Companies (Accounts) Rules 2014, the performance and financial position of the subsidiaries companies for the financial year ended March 31,2016, has been described by l^^raying the salient features of the financial statements of the subsidiaries in Form AOC-1, which is appended to the Directors’ Report in Annaxuro-I.

Further, in terms of Section 136 of the Act read with the Rules framed there under, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries, are displayed on the website of the Company

www appumkt.com and shall be available for inspection during business hours on working days at the Company’s Registered Office at Kolkata. Any Member interested in obtaining such information may write to the Mr. Sankar Mukherjee, Company Secretary of the Company, at the Registered Office and the same will be furnished on request. Alternatively, the request may also be e-mailed at the Id: compliant@appumkt.com.

The Company had 14 subsidiaries and no associate Companies at the beginning of the Financial Year under review and there was no change in the same during the year.

(i) The names of subsidiaries as on March 3112016, Is as follows:

a) AMM Textiles Limited

b) AMM Irons Limited

c) AMM Housing Limited

d) AMM Commercial Limited

e) Arcilla Developers Limited

f) Arcilla Constructions Limited

g) Arcilla Consultants Limited

h) Arcilla Designers Limited

i) Arcilla Housing Limited j) Arcilla Marketing Limited k) Arcilla Projects Limited

I) Arcilla Real Estates Limited m) Arriila Residency Limited n) Hamilton Tradecomm Limited

(II) In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014, the disclosure on subsidiaries companies Is made hereunder:

- The names of companies which have become Its subsidiaries.

There was no such instance during the Financial Year under review.

- The names of companies which have ceased to be its subsidiaries.

There was no such instance during the Financial Year under review.

(c) Standalone Results

The total income of the Company during the Financial Year 2015-16 on a standalone basis was Rs. 373.42 lacs as compared to Rs. 555.29 lacs for the previous financial year. The total expenses for the year reduced to Rs. 364.05 lacs as compared to Rs. 541.24 lacs in previous year. In view of the same, Rs. 9.37 lacs profit before tax was recorded by the Company in the reporting year.

3. Dividend

Your Directors have after detailed deliberations on the performance of the Company, concluded that, considering the future prospects and for strengthening the financial position of the Company, it is prudent not to recommend any Dividend in respect of the Financial Year 2015-16.

4. The amount proposed to ba carried to reserves

During the year, considering the operating performance of the Company, your Company has not transferred any amount in any Reserve.

5. Changa In Share Capital

During the year under review, there has been no change in the Authorized or Paid-up Share Capital.

The Authorized Share Capital of the Company stands at Rs. 150,000,000/- divided into 150,00,000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 145,765,000 /- divided into 1,45,76,500 Equity Shares of Rs. 10/-each.

6. Listing

The equity shares continue to be listed on the Calcutta Stock Exchange Ltd. & BSE Ltd. which has nationwide terminals. Further, the Company is suspended from trading in securities w.e.f December 24,2015 from BSE Ltd.

7. 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 a Practicing Chartered Accountant regarding compliance of condition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31, 2016, in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 (hereinafter referred to as the * Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended to the Directors'' Report in Annexure-ll.

9. Number of Meetings of the Board

The Board of Directors of the Company met seven (7) times during the Financial Year under review, i.e. on: 11/05/2015,29/05/2015.12/08/2015,15/10/2015,13/11/2015,13/02/2016, and 28/03/2016.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 (hereinafter referred to as “the Listing Regulations*) was held on 28/03/2016.

The Meetings were held in accordance with the provisions of the Act and the Listing Regulations, 2015.

The details of the Meetings of the Board of Directors during the Financial Year 2015-16 is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act, 2013-Composition of the Audit Committee.

The Audit Committee of the Company comprises of three non-Executive Independent Directors and one Executive non Independent Director as on March 31,2016.The Committee is chaired by a non-Executive Independent Director, Mr. Bhagwan Das Soni (DIN- 02308414),

The details of the same are more fully provided in the Corporate Governance Report.

During the Financial Year under review, the Committee met five (5) times and all such meetings were held in accordance with the provisions of the Act, Clause 40 of the erstwhile Listing Agreement and the Listing Regulations.

Further, the Board of Directors has accepted all tie recommendations of the Audit Committee in the Financial Year 2015-16.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of three non-Executive Independent Directors as on March 31,2016.

The details of the same are more fully provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of three non-Executive Independent Directors as on March 31,2016.

The detail of the Committee is provided in the Corporate Governance Report.

13. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (6) of the Act the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts for the financial year ended March 31, 2016, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 on the Financial Year ended on March 31,2016 and of the profit and loss of the company for the year ended on March 31,2016;

c. The Directors 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. The Directors have prepared the annual accounts on a going concern bastes.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149{7) of the Act requires every independent director to give a declaration that he/she meets the criteria of Independence, at the first Board Meeting of every financial year.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

15. Polly on Directors ‘Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules made there under and Clause 49 of the erstwhile Listing Agreement, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.

While formulating the Policy, the Nomination and Remuneration Committee has assured that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriate benchmarks; and

c The remuneration to directors, key managerial personnel and senior management involves a binge between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for the Financial Year 2015-16.

The Nomination and Remuneration Policy is reproduced in Annexure-JII.

16. Auditors & Auditors'' report

A. Statutory Auditors

The appointment of M/s. S.C. Swaika & Co, Chartered Accountants (Firm Registration No. 322137 30/1, SLM.AIi Road, Barrack pore, Kolkata - 700120, is subject to ratification by the members at the ensuing Annual General Meeting.

In this connection, M/s. S.C. Swaika & Co has furnished a Certificate of Eligibility pursuant to Section 141 of the Act read with the Rules framed there under.

Based on the recommendation of the Audit Committee, the Board of Directors recommends their ratification to the shareholders.

B. Independent Auditors'' Report

The Self Explanatory Independent Auditors’ Report does not contain any adverse remarks or qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules made there under, Ms. Puja AgarwaL Company Secretary in Practice (C.P. No.: 14637. Membership No. A36736), was appointed for the issuance of the Secretarial Audit Report for the Financial Year ended March 31,2016.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors ‘Report in

Secretarial Audit Report does not contain any adverse remark except to the extent as mentioned herein below;

1. The Company is suspended from trading in securities in the BSE Ltd. w.e.f December24,2015 under surveillance measure.

17. Peculiars of Loans, guarantees or investments under section 188.

Detail of Loans and Investment covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

18. Particulars of contracts or arrangements with related parties referred to In subjection (1) of section 188 In the prescribed form.

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary couree adhered to Its* Policy on Related Party Transactions and Materiality of Related Party Transactions'' while perusing all Related Party transactions.

During the year under review, the Company has not entered into material defined in Clause 49 of the erstwhile Listing Agreement, and/or section 188 of the Companies Act, 2013 and/or Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015. A statement containing retails of material contracts or managements or transactions with related parties on an arm''s length basis with respect total Grins as require section 188(1) of the Act, are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with the Rules made there under In Annexure-V.

19. State of Company Affairs & Future Outlook

The total income of the Company during the Financial Year 2015-16 on a standalone basis was Rs. 373.42 lacs as compared to Rs. 555.29 lacs for the previous financial year. The total expenses foray Reduced to Rs. 364.05 lace as compared to Rs, 541.24 lacs in previous year. In view of the same, Rs. 9.37 lacs prom before tax was recorded by the Company In the reporting year.

The total income of the Company during the Financial Year 2015-16 on a consolidated basis-was Rs. 373.42 lacs as compared to Rs. 555.29 lacs for the previous financial year. The total expenses for the year reduced to Rs. 368.22 lacs as compared to Rs. 541.51 lacs in previous year. In view of the same, Rs.5.19 lacs profit before tax was recorded by the Company in the reporting year.

The Company''s short-term outlook remains subject to a range of challenges including, market conditions; the cost of its continued conservative approach to funding and capital; and potential regulatory changes and tax uncertainties.

20 Material Changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors’ Report.

21 Disclosure In terms of Rul«0(3) of the Companies(Accounts) Rules, 2014regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earning* And Outgo. interns of Section 134 (3) (m) of the Act read with the Rules made there under, the Company has no activity relating to Conservation of Energy, Technology Absorption.

Further, during the year there was no Foreign Exchange Earnings And Outgo.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

22. Risk Management Policy

In terms of Clause 49 of the erstwhile Listing Agreement, and in compliance with Section _134(3)(n) of the Act the Company has a Risk Management Policy which provides for the identification therein of elements of risk, Which in the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory.

Further, in terms of Regulation 17(9)(b) of Listing Regulations, and Clause 49

The Risk Management Committee is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures- This is described more fully in the Corporate Governance Report.

23. Policy on Corporate Social Responsibility (CSR) initiatives

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of the Act.

24. Manner of formal annual evaluation by the Board of its own performance and that of its committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) applicable provisions of the Act, and various applicable clauses of the Listing

Listing Agreement, the disclosure regarding the manner of formal annual evaluation by the Board of its of performance and that of its various committees and individual directors is provided hereto.

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to who may be appointed in senior management in accordance with the catena laid down, the Board their appointment and removal and carries out the evaluation of every accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate the performance of all the Board Committees.

Further pursuant to Clause 49(IV)(B)(1) of the erstwhile Listing Agreement, the Nomination and Remuneration Committee has formulated criteria for determining quay'' fixations post iveattnbes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are more fully descended in the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on Board Diversity as provided in Clause 49(IVXB){3) of the erstwhile Listing Agreement.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act, the Nomination and Remuneration Committee of the Company carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 28/03/2016, Phantom Clause VII of Schedule IV to the Ad and Regulation 25 of the Listing Regulations, for transacting the following businesses as set forth in the Agenda:

1. Review the performance of the Non-Independent Directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

Assessment of the quality, quantity and timeliness of flow of information between the Company and the that is necessary for the Board to Hedley and reasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by the Nomination and Remuneration Committee.

The independent Directors of the Company in fulfilling their role and Schedule IV to the Act, help In bringing an objective view in the ©valuation of the performance of the Board and management.

The independent Directors expressed satisfaction over the performance of all the non-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated.

On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is being considered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Company s Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Deriders have adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act read with Rules made there under and Clause 49(l V)(B) of the erstwhile Listing Agreement.

The Nomination and Remuneration Policy is reproduced in Annexure-HI and the shareholders may also visit the Company’s website, viz; www.appumkt.com for the detailed Nomination and Remuneration Policy of the Company.

26. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Year under review.

27. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors -Non-independent.

Mr. Sudip Laha (DIN- 06417007). being Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as Managing Director without any variation in the terms of his appointment.

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules need there under, the independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revise clause 49 of the listing agreement which is applicable from 1 st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years.

In this connection, all the Independent Directors of the Company, viz: Mr. Bhagwan Das Soni (DIN: 02308414), Mr Tanumay Laha (DIN: 05338827), were appointed for a term of five consecutive years or such earlier date to conform with the policy on retirement and as may be determined by any statutes rules, regulations or guidelines commencing from the conclusion of 31st Annual General Meeting of the Company and Ms. Namrata Chakra borty was appointed for a term of five consecutive years or such earlier date to conform with the policy on retirement and as may be determined by any applicable statutes, rules, regulations or guidelines commencing from the conclusion of 32nd Annual General Meeting of the Company.

b. Chief Financial Officer

Mr. Lokesh Pasari continues to hold office as the Chief Financial Officer of the Company.

c. Company Secretary.

Mr. SankarMukheijee oontinuesto hold office as the company secretary of the company.

28. Detail# relating to deposits covered under Chapter Of that Act:

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

29. Dental Is of deposits which are not In compliance with the requirements of Chapter V of the Act.

Since the Company has neither accepted any deposits during the financial year under review, nor has any outstanding deposits as on March 31.2016, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance with the requirements of Chapter V of the Act.

30. Details of significant and material orders passed by the regulators or courts or tribunals Impacting the going concern status and the Company''s future operations:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

31. Details In respect of adequacy of internal financial controls with reference to the Financial Statements.

The Audit Committee of the Company ensures that there is a direct relationship between the Company’s objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

In this connection, the Audit Committee in coordination with the Internal Audit Department periodically reviews the following:

a. Transactions are executed in accordance with the management’s general or specific authorization;

b. All transactions are promptly recorded with the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any,

c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access, use or disposition.

There is a proper allocation of functional responsibilities within the Company and it is ensured that the quality of personnel commensurate with their responsibilities and duties. Further, proper accounting and operating procedures are followed to confirm the accuracy and reliability of accounting data, efficiency in operation and safety of the assets. The regular review of work of one individual by another minimizes the possibility of fraud or error in the absence of collusion.

32. Disclosure pursuant to Rule 5 of the Companies {Appointment and Remuneration of Managerial Personnel)Rules, 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:

In computing the various parameters, Gross Salary has been considered. Gross Salary of the employees primarily encompasses Salary, allowances and perquisites. Further, while calculating the median, those remunerations were included which were given throughout the year and the remuneration which were only for part of the year were excluded while comparing.

I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year.

Directors

Ratio of Remuneration to Median Remuneration

Mr. Sudip Laha - Managing Director

1.00

Mr. Bhagwan Das Soni -Non-Executive Independent Director

- No remuneration or sitting fees was paid

Mr. Tanumay Laha

-Non-Executive Independent Director

- No remuneration or sitting fees was paid.

Ms. Namrata Chakraborty -Non-Executive Independent Director

- No remuneration or sitting fees was paid

II Ttie percentage increase In the remuneration of each Director, Chief Financial Officer, Chief '' Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% Increase in remuneration In the Financial Year

Mr. Sudip Laha - Managing Director

- No increase in remuneration

Mr. Bhagwan Das Soni -Non-Executive Independent Director

- No remuneration or sitting fees was paid

Mr. Tanumay Laha

-Non-Executive Independent Director

- No remuneration or sitting fees was paid

Ms. Namrata Chakraborty -Non-Executive Independent Director

- No remuneration or sitting fees was paid

Mr. Lokesh Pasari - Chief Financial Officer

- No increase in remuneration

Mr. Sankar Mukherjee - Company Secretary

- No increase in remuneration.

III. The percentage In Base in the median remuneration of the employee* In the financial year.

Since there was no median remuneration in F.Y. 2014-15 the Company is not required to provide the aforesaid disclosure.

IV. The number of permanent employee# on the rolls of the company.

As on March 31,2016, there are 18 Employees on the rolls of the Company.

V. The explanation on the relationship between average Increase In remuneration and company performance.

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

VI. companion of the remuneration of the Key Managerial Personnel against the performance of the company.

Comparative Parameter

Amount tin

Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2015-16.

3,24,000

Total Revenue

3,73,41,963

Remuneration of KMP’s as a percentage of Total Revenue

0.87%

Profit before tax

9,36,954

Remuneration of KMP’s as a percentage of Profit before Tax

34.58%

Profit after tax

6,47.435

Remuneration of KMP’s as a percentage of Profit after Tax

50.04%

VII. Variations In:

A. The market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars

31* March, 2016

31* March, 2015

Market Capitalization

5,20,01,66,375-BSE (Equity Shares are not traded In BSE platform from December 24, 2015. Thus, Market Cap. Is calculated on the basis of last traded price.)

11,87,98,473-CSE (Equity Shares are not traded in CSE Platform since 1997. Thus, Market Cap. Is calculated on the basis of the last traded price.)

9,69,33,72,500-BSE 11.87,98,475-CSE (Equity Shares are not traded in CSE Platform since 1997. Thus, Market Cap. Is calculated on the basis of the last traded price.)

Price Earnings Ratio

8918.75-BSE

(Equity Shares are not traded in BSE platform from December 24, 2015. Thus, Market Cap. Is calculated on the basis of last traded price.)

203.75-CSE

(Equity Shares are not traded in CSE Platform since 1997. Thus, Price Earnings Ratio Is calculated on the basis of the last traded price.)

9500-BSE

116.43-CSE

(Equity Shares are not traded in CSE Platform since 1997. Thus, Price Earnings Ratio Is calculated on the basis of the last traded price.)

B Percentage Increase over decrease in the market quotation# of the shares of the company In comparison to threat at which that Company campout with threat public offer.

Particulars

March 31,2016

(IPO)

% Change

Market Price

The Company has not made any Public Issue or Rights issue of securities in the last 10 years, so comparison have not been made of current share price with public offer pride.

0.00

VIII. A. Average percentile Increase already made in the salaries of opium managerial personnel In the last financial year.

The increase In salary is by and large attributable to the increase in the number of employees from 6 ason31stMarch,2015to18ason31st March, 2016.

B. Its comparison with the percentile Increase In the managerial remuneration and Justification thereof;

There was no increase in the managerial remuneration in comparison to the increase in remuneration of other employees,

C. Whether there are any exceptional circumstances for increase in the managerial remuneration.

There are next creational circumstances prevalent for increase in the managerial remuneration.

IX. Comparison of the each remuneration of the Kay Managerial Personnel against that performance of the company.

Comparative Parameter I

Sudip Laha Managing Director

Sankar Mukherjee Company Secretary

Lokesh Pasari Chief Financial Officer

Remuneration of the

Key Managerial Personnel (KMP)

in the Financial Year 2015-16.

96,000

1,20,000

1,08,000

Total Revenue

3,73,41,963

Remuneration of KMP’s as a percentage of Total Revenue

0.26%

0.32%

0.29%

Profit before tax

9,36,954

Remuneration of KMP''s as a percentage of Profit before Tax

10.25%

12.81%

11.53%

Profit after tax

6,47,435

Remuneration of KMP’s as a percentage of Profit after Tax

14.83%

18.53%

16.68% |

X. The By parameters for any variable component of remuneration availed by the directors.

Any variable component of remuneration payable to the Directors is based on the P”™*""*'' approved by the Board of Directors, on the basis of the recommendation of Remuneration Committee. The said parameters are set conceding the provisions of applicable regulations and Nomination & Remuneration Policy of the Company.

XI. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration In excess of the highest paid director during the year.

The following employees'' remuneration Is more than that of the highest paid director tor the Financial Year under review.

Name of the Employees

Ratio of the remuneration of the highest paid director to that of the employees

Sankar Mukheijee

1.25

Lokesh Pasari

1.13

XII. Affirmation that the remuneration is as per there itineration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

33. Vigil Mechanism Mttlstle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Company''s directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances of reporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.

34. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of insiders Trading) Regulations, 1992. This code was applicable upon all Directors and select employees. The code ensured prevention of dealing in shares by persons having access to unpublished price sensitive information.

The aforesaid Code was effective till May 14,2015& thereafter repealed with the following Codes pursuant to the SEBI (Prohibition of insiders Trading) Regulations, 2015 and effective from 15th May, 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

b. Code of Conduct to Regulate, Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of Section 205A{5) and205C of the erstwhile Companies Act, 1956.

36. Green Initiative

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, Koikata 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.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participants).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Mr. Sankar Mukherjee, Company Secretary of the Company.

The Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice pursuant to Section 108 of the Act read with Rule 20 of the Company''s (Management and Administration) Rules 2014 and the applicable provision^) of the Listing Regulations.

37. Compliance to the Sexual Harassment of Women as it Workplace (Prevention, Prohibition, and Radressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company believes in creating a safe environment for the employees which is free from any discrimination.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplaces (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.

Ms. Namrata Chakraborty (DIN: 06937620), non-Executive Independent Director, is the Presiding Officer of the Committee.

In the event of any sexual harassment at workplace, any woman employee of the Company may lodge complaint to Ms. Namrata Chakraborty (DIN: 06937620), in writing or electronically through e-mail at: compliant@appumkt.com

During the period under review, no complaints were received by the Company in terms of the aforesaid act.

38. Management''s Discussion and Analysis

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

39. Acknowledgement

Your Directors would like to express their appreciation for the continued co-operation and support by the Government of India, various State Government departments, Financial Institutions, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. 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: Kotkata On Behalf of the Board of Directors

Dated: 30.05.2016 Tanumay Laha

Chairman

DIN: 05336827


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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