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Appu Marketing & Manufacturing Ltd.

BSE: 538653 Sector: Others
NSE: N.A. ISIN Code: INE649L01013
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VOLUME 3
52-Week high 372.00
52-Week low 59.70
P/E 459.23
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 59.70
Sell Qty 28009.00
OPEN 59.70
CLOSE 60.90
VOLUME 3
52-Week high 372.00
52-Week low 59.70
P/E 459.23
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 59.70
Sell Qty 28009.00

Appu Marketing & Manufacturing Ltd. (APPUMARK) - Director Report

Company director report

Dear Members

The Directors of the Company are delighted to present the Thirty Fourth (34th)Annual Report on the business and operations of the Company along with the AuditedFinancial Accounts for the year ended March 31 2017.

1. Financial Performance

The highlights of the financial performance of the Company for the financial year endedMarch 31 2017 as compared to the previous financial year are as under:- (Rs. in lacs)

Particulars 2016-17 2015-16
Total Revenue 55.52 373.42
(Less):Total Expenditure (30.38) (364.05)
Profit before Exceptional & Extraordinary Items 25.14 9.37
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items - -
Profit Before Tax 25.14 9.37
Add/(Less): Provision for Current Tax (7.77) (2.90)
Net Profit after Tax 17.37 6.47
(Less): Income Tax For earlier years - (0.86)
Profit/Loss for the year 17.37 5.61
Add/(Less): Brought forward from previous year 25.71 20.10
(Less): Proposed Dividend (14.58) -
(Less): Income Tax on Proposed Dividend (2.52) -
Balance carried to Balance Sheet 25.98 25.71

2. Financial Review

During the performance under review the total income of the Company was recorded Rs.55.52 lacs as compared to Rs. 373.42 lacs for the previous financial year. Whereas theProfit before tax increased to Rs. 25.71 in the reporting year 2016-17 as compared to Rs.9.37 in the financial year 2015-16.

3. Dividend

The Board of Directors of the Company in its meeting held on May 30 2017 hasrecommended a dividend of Re. 0.10/- per equity share having face value of Rs.10/- eachfor the Financial Year ended on March 31 2017. The Final Dividend subject to theapproval of Members at the Annual General Meeting to be held on September 25 2017 willbe paid on or after September 25 2017 to the Members whose names appear in the Registerof Members as on the record date i.e. September 18 2017.

If the dividend as recommended above is declared by the Members at the Annual GeneralMeeting the total outflow towards dividend on Equity Shares for the year would be Rs.17.10 lacs (including dividend tax).

4. Transfer to reserves

During the year considering the operating performance of the Company your Company hasnot transferred any amount in any Reserve.

5. Share Capital

During the year under review the Authorised Share Capital of the Company stands at Rs.150000000/- divided into 15000000 Equity Shares of Rs. 10 each. The Paid-up ShareCapital of the Company is Rs. 145765000 /- divided into 14576500 Equity Shares of Rs.10/- each. There has been no change in the Authorised or Paid-up Share Capital.

6. In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thedisclosure 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.

During the Financial Year under review following companies ceased to be itssubsidiaries:-

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

l) Arcilla Real Estates Limited

m) Arcilla Residency Limited

n) Hamilton Tradecomm Limited

The details of the same has been provided in Form AOC-1 which is annexed to theDirectors’ Report in Annexure-I.

7. Listing

The equity shares of the company are continues to be listed on the Calcutta StockExchange Ltd. & BSE Ltd. which has nation-wide terminals. Further the suspension oftrading of equity shares of the Company in the BSE Ltd. was revoked w.e.f. November 212016 by BSE Ltd. and same was informed vide their Notice No. 20161116-32 dated 16thNovember 2016.

8. Extract of the Annual Return

The details forming part of the extract of the Annual Return as on the financial yearended on March 31 2017 in form MGT-9 as required under section 92 of the Companies Act2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration) Rules 2014 as Annexure-II and formsintegral part of the report.

10. Directors & Key Managerial Personnel

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

In accordance with the provisions of section 152 of the Companies Act 2013 Mr. SudipLaha (DIN-06417007) being Executive Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment asManaging Director without any variation in the terms of his appointment.

Pursuant to Section 149 of the Companies Act 2013 read with the Rules made thereunderand Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "theListing Regulations/Regulations") the Independent Directors shall hold office for aperiod of up to 5 consecutive years and shall not be liable to retire by rotation. Theymay be appointed for a maximum of two consecutive terms of up to 5 years each.

In this connection all the Independent Directors of the Company viz: Mr. Bhagwan DasSoni (DIN: 02308414) Mr. Tanumay Laha (DIN: 05338827) were appointed for a term of fiveconsecutive years or till such earlier date to conform with the policy on retirement andas may be determined by any applicable statutes rules regulations or guidelinescommencing from the conclusion of 31st Annual General Meeting of the Company.

During the year under review Ms. Namrata Chakraborty independent director resignedfrom the office w.e.f 04.02.2017.

Further Mr. Chandan Choudhary (having DIN-07840597) was appointed as an Additional andWhole-Time Director of the Company for a period of three years effective from June 282017 subject to the approval of the shareholders of the Company at the forthcomingGeneral Meeting. Ms. Babita Shah (having DIN: 07771685) appointed as Additional Directorw.e.f. 08.04.2017 and she is entitled to hold office as Additional Director up to the dateof ensuing AGM. She has not given her consent to regularize her appointment as a directorafter the conclusion of the ensuing AGM. The Board of Directors appreciated her valuedcontribution to the company.

b. Number of Meetings of the Board

The Board of Directors of the Company met seven (7) times during the Financial Yearunder review i.e. on: 27/04/2016 30/05/2016 12/08/2016 01/09/2016 12/11/201625/01/2017 and 21/03/2017.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations") was held on21/03/2017.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations 2015.

The details of the Meetings of the Board of Directors during the Financial Year 2016-17is encompassed in the Corporate Governance Report which is annexed to the said Report.

c. Chief Financial Officer.

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

d. Company Secretary.

Mr. Sankar Mukherjee resigns from the office of the company w.e.f. 23.01.2017. TheCompany is looking for a suitable candidate and had given an advertisement to fill thevacancy of the Company Secretary. So far the Company have not received any positiveresponse for the same.

11. Disclosure pursuant to Section 177(8) of the Companies Act 2013

a. Composition of the Audit Committee.

The Audit Committee of the Company comprises of two Non-Executive Independent Directorsand one Executive Non Independent Director as on March 31 2017. The Committee is chairedby a non-Executive Independent Director Mr. Bhagwan Das Soni (DIN- 02308414).

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

During the Financial Year under review the Committee met five (5) times and all suchmeetings were held in accordance with the provisions of the Act and regulation 18 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2016-17.

b. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two Non-ExecutiveIndependent Directors and one executive Non-Independent Director as on March 31 2017.

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

c. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of two Non-Executive IndependentDirectors and one executive Non-Independent Director as on March 31 2017.

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

12. Directors' Responsibility Statement

Pursuant to the provisions of section 134 (5) of the Act the Directors hereby confirmand state that:

a. In the preparation of Annual Accounts for the financial year ended March 31 2017the applicable Accounting Standards have been followed along with the proper explanationrelating to material departures if any.

b. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on the Financial Yearended on March 31 2017 and of the profit and loss of the company for the year ended onMarch 31 2017;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

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

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

13. Declaration by the Independent Directors

Section 149(7) of the Act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

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

14. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Listing Regulation 2015 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

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

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

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.appumkt.com/Nomination-And-Remuneration-Policy.html. Further The Nominationand

Remuneration Policy of the Company is appended to the Directors’ Report in Annexure-III.

9. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code ofCorporate Governance as specified by the Securities and Exchange Board of India theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the Listing Regulations").

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 ofcondition of Corporate Governance is annexed to the said Report.

15. Auditors & Auditors' report

A. Statutory Auditors

The appointment of M/s. S.C. Swaika & Co Chartered Accountants (Firm RegistrationNo. 322137E) of 30/1 S.M. Ali Road Barrackpore Kolkata - 700 120 is subject toratification by the members at the ensuing Annual General Meeting.

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

Based on the recommendation of the Audit Committee the Board of Directors recommendstheir ratification to the shareholders.

B. Independent Auditors' Report

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

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretaryin whole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended March 31 2017.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors’ Report in Annexure-IV.The Report of the Secretarial Audit Report does not contain any adverse remark

16. Particulars of Loans guarantees or investments under section 186.

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

17. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form.

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The

Company has adhered to its "Policy on Related Party Transactions and Materialityof Related Party Transactions" while persuing all Related Party transactions.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

18. State of Company Affairs & Future Outlook

The total income of the Company during the Financial Year 2016-17 was Rs. 55.52 lacs ascompared to Rs. 373.42 lacs for the previous financial year. The total expenses for theyear reduced to Rs. 30.38 lacs as compared to Rs. 364.05 lacs in previous year. In view ofthe same Rs. 9.37 lacs profit before tax was recorded by the Company in the reportingyear.

The Company’s short term outlook remains subject to a range of challengesincluding: market conditions; the cost of its continued conservative approach to fundingand capital; and potential regulatory changes and tax uncertainties.

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

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

20. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014regarding Conservation of Energy Technology Absorption Foreign Exchange Earnings AndOutgo.

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany 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 Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

21. Risk Management Policy

In compliance with Section 134(3)(n) of the Act the Company has a Risk ManagementPolicy which provides for the identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and have delegated the power of monitoring and reviewing of the risk managementplan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is morefully descriedin Corporate Governance Report.

22. Policy on Corporate Social Responsibility (CSR) Initiatives

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

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

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

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the erstwhile Listing Agreement the disclosureregarding the manner of formal annual evaluation by the Board of its own performance andthat 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 andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director’sperformance in accordance with Section 178(2) of the Act read with the

Rules framed there under and Part D of Schedule II of the Listing Regulations.

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

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany 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 21/03/2017pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as setforth 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 viewsof the Executive Directors and Non-Executive Directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe Company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

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

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-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 ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe

Company’s Performance Evaluation Policy.

24. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors has adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and read with part-D of schedule II of the ListingObligation as amended from time to time.

The shareholders may visit the Company’s website to view The Nomination andRemuneration Policy www.appumkt.com in detail.

25. Change in the nature business:

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

26. Details relating to deposits covered under Chapter V of the Act:

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

27. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations:

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company’s future operationsexcept that Securities Appellate Tribunal Mumbai passed an Order dated 13.06.2016instructing the BSE to look into the documents furnished by the Company and passappropriate order. Further BSE Ltd. revoked the suspension w.e.f. November 21 2016.

28. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

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

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

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

b. All transactions are promptly recorded with the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition.

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

29. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

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

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

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

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

Directors Ratio of Remuneration to Median Remuneration
Mr. Sudip Laha 1.63
- Managing Director
Mr. Bhagwan Das Soni - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Tanumay Laha - No remuneration or sitting fees was paid.
-Non-Executive Independent Director
Ms. Namrata Chakraborty -No remuneration or sitting fees was paid.
-Non-Executive Independent Director Further she resigned from the directorship w.e.f. February 4 2017

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Sudip Laha 100%
- Managing Director
Mr. Bhagwan Das Soni - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Tanumay Laha - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Ms. Namrata Chakraborty* - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Lokesh Pasari - No increase in remuneration
- Chief Financial Officer
Mr. Sankar Mukherjee** - No increase in remuneration.
- Company Secretary

*resigned from the directorship w.e.f. February 4 2017.

**resigned from the post of Company Secretary w.e.f. January 23 2017

III. The percentage increase in the median remuneration of the employees in thefinancial year.

Since there was no increase in median remuneration in F.Y. 2016-17 of the Company isnot required to provide the aforesaid disclosure.

IV. The number of permanent employees on the rolls of the company.

As on March 31 2017 there are 8 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

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

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparitive Parameter Amount (in Rs.)
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2016-17.* 264000
Total Revenue 5551998
Remuneration of KMP’s as a percentage of Total Revenue 4.76%
Profit before tax 2513721
Remuneration of KMP’s as a percentage of Profit before Tax 10.50%
Profit after tax 1736981
Remuneration of KMP’s as a percentage of Profit after Tax 15.20%

*does not include remuneration of Mr. Sankar Mukherjee (Company Secretary) since hisRemuneration was paid from part of the year.

VII. Variations in :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars 31st March 2017 31st March 2016
Market 4621479325-BSE 5200166375-BSE
Capitalisation (Equity Shares are not traded in CSE platform in F.Y. 2016-17) (Equity Shares are not traded in CSE platform in F.Y. 2015-16)
Price Earnings 2642.08-BSE 8918.75-BSE
Ratio (Equity Shares are not traded in CSE platform in F.Y. 2016-17) (Equity Shares are not traded in CSE platform in F.Y. 2015-16)

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars March 31 2017 IPO % Change
Market Price 317.05 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 price. 0.00

VIII. A. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year.

The decrease in salary is by and large attributable to the decrease in the number ofemployees from 18 as on 31st March 2016 to 8 as on 31st March2017.

B. Its comparison with the percentile increase in the managerial remuneration andjustification thereof;

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

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

There are no exceptional circumstances prevalent for increase in the managerialremuneration.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Sudip Laha (Managing Director) Sankar Mukherjee* (Company Secretary) Rs. Lokesh Pasari (Chief Financial Officer)
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2016-17. 156000 108000
Total Revenue 5551998 5551998
Remuneration of KMP’s as a percentage of Total Revenue 2.81% Since Remuneration was paid from part of the year comparison of the same cannot be made. 1.94%
Profit before tax 2513721 2513721
Remuneration of KMP’s as a percentage of Profit before Tax 6.21% 4.30%
Profit after tax 1736981 1736981
Remuneration of KMP’s as a percentage of Profit after Tax 8.98% 6.22%

*resigned from the post of Company Secretary w.e.f. January 23 2017.

X. The key parameters for any variable component of remuneration availed by thedirectors.

Any variable component of remuneration payable to the Directors is based on theparameters as approved by the Board of Directors on the basis of the recommendation ofthe Nomination and Remuneration Committee. The said parameters are set considering theprovisions of applicable regulations and Nomination & Remuneration Policy of theCompany.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

The following employees’ remuneration is more than that of the highest paiddirector for the Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

30. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc.

The purpose of this Policy is to encourage the Company’s directors and employeeswho have concerns about suspected misconduct to come forward and express these concernswithout fear of punishment or unfair treatment.

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

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

31. Insider Trading

The Codes pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 andeffective from 15th May 2015:

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

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

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

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

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

33. Green Initiative

To support the ‘Green Initiative’ in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. 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 theholding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe 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. Sudip Laha ManagingDirector of the Company.

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

34. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) 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 freefrom 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 ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Ms. Babita Shah Non-Executive Independent Director is the Presiding Officer of theCommittee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Babita Shah 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 ofthe aforesaid act.

35. Management's Discussion and Analysis

In accordance with the listing requirement the Management’s Discussion andAnalysis forms part of this Report.

36. Acknowledgement

Your Directors would like to express their appreciation for the continued co-operationand support by the Government of India various State Government departments FinancialInstitutions Banks and stakeholders including but not limited to shareholderscustomers and suppliers among others. Your directors take this opportunity to place onrecord their deep sense of appreciation for the total commitment dedication and hard workput in by the employees of the Company. Lastly your directors are deeply grateful for thecontinuous confidence and faith shown by the members of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 30.05.2017 For Appu Marketing & Manufacturing Ltd.
Sd/-
Tanumay Laha
Chairman
DIN: 05338827