Your Directors are pleased to present the 31st Annual Report of the Company for thefinancial year ended 31st March 2014.
| || |
|Particulars ||2013-2014 ||2012-2013 ||2013-2014 |
|Total Income ||2220469 ||1425554 ||2220469 |
|Total Expenditure ||1555910 ||644818 ||1644650 |
|Profit before Tax ||664559 ||780736 ||575819 |
|(Less): Provision for Current Tax ||(205350) ||(241247) ||(205350) |
|Net Profit after tax ||459209 ||539489 ||370469 |
|Income tax for prior year ||- ||15403 ||- |
|(Less): Unamortized Expenses written back ||- ||(374250) ||- |
|Add: Brought forward from previous year ||580627 ||399985 ||580627 |
|Balance carried to Balance Sheet ||1039836 ||580627 ||951096 |
FINANCIAL AND OPERATIONAL PERFORMANCE
Our Company has recorded a total income of Rs. 2220469/- for the current financialyear as against Rs. 1425554/- recorded during the previous year registering a growth of55.76%.
The Profit Before Tax on a standalone basis amounted to Rs. 664559/- during thecurrent year as against Rs. 780736 for the previous year.
The Profit After Tax on a standalone basis amounted to Rs. 459209/- during thecurrent year as against Rs. 539489 for the previous year.
During the year we have made investments in four newly owned subsidiary companies. Weexpect that the company will be benefited by these investments in long run which will beseen from the forthcoming financial quarters.
The Company trading business has witness a tough time in the past. However the Companyhas diversified its business portfolio to stay competitive and profitable.
Considering the future prospects and to strengthening the financial position of theCompany your Directors do not recommend any dividend for the financial year under review.
In accordance with the provisions of the Companies Act 2013 Mr. Sudip Laha ManagingDirector of the Company will retire by rotation at the ensuing 31st Annual GeneralMeeting and being eligible seeks reappointment. The Board of Directors recommends hisre-appointment.
As per the Companies Act 2013 the Company is required to appoint IndependentDirectors including existing independent directors for a fixed term and their officeshall not be liable to be determined by retirement of directors by rotation. OurIndependent Directors Mr. Bhagwan Das Soni Mr. Tanumay Laha and Mr. Kamal Kumar Barariaare liable to retire by rotation under the erstwhile Companies Act 1956.
Accordingly in compliance of Section 149 150 152 read with Schedule IV of theCompanies Act 2013 Mr. Bhagwan Das Soni Mr. Tanumay Laha and Mr. Kamal Kumar BarariaDirectors of the Company are proposed to be appointed as Independent Directors of theCompany for a period of five consecutive years to hold the office till the conclusion of36th 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. SudipLaha Mr. Bhagwan Das Soni Mr. Tanumay Laha and Mr. Kamal Kumar Bararia for theirrespective appointments.
Based on the confirmations received none of the Directors proposed to be appointed aredisqualified for appointment under the Companies Act 2013.
Further the Company has received declarations from all the Independent Directors ofthe Company confirming that they meet with the criteria of independence as prescribedunder section 149(6) of the Companies Act 2013 read with Clause 49 of the ListingAgreement with the stock exchange.
Further Mr. Sudip Laha was appointed as a Managing Director of the Company at theAnnual General Meeting of the Company held on September 30 2013 with effect from 1stOctober 2013 for a period of 5 (five) years ending on 30th September 2018 and as per theterms of his appointment he is not liable to retire by rotation. However ManagingDirector/ whole-time directors who were earlier not liable to retire by rotation as perthe provisions of the Companies Act 1956 are now liable to retire by rotation as per theprovisions of Section 152(6) of the Companies Act 2013. Accordingly it is proposed thatthe terms of appointment of Mr. Sudip Laha be amended to provide that he shall be liableto 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 themembers of the Company shall remain unchanged.
M/s. S.C. Swaika & Co Chartered Accountants of 30/1 S.M. Ali Road BarrackporeKolkata - 700 120 Statutory Auditor of the Company retire at the conclusion of theensuing Annual General Meeting and being eligible for re-appointment. Pursuant to theprovisions of section 139 of the Companies Act 2013 and the Rules framed thereunder itis proposed to appoint M/s. S.C. Swaika & Co Chartered Accountants as StatutoryAuditors of the Company from the conclusion of the forthcoming AGM till the conclusion ofthe 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 ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified for re-appointment.
INDEPENDENT AUDITORS' REPORT
The Financial Statement as referred to in the Independent Auditor's Report areself-explanatory and hence does not require any further explanations.
ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTERS
The Company had issued 4235000 equity shares on preferential basis to personsbelonging 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 Directorsconfirms that:
(i) in the preparation of the annual accounts for the financial year 2013-14 theapplicable accounting standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;
(iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(iv) they have prepared the annual accounts on a going concern basis CORPORATEGOVERNANCE REPORT
Your Company has been complying with all the requirements of the code of CorporateGovernance 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 ofCorporate Governance is annexed to the said Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Accounting Standard (AS) - 21 on Consolidated FinancialStatements the audited consolidated financial statements forms part of Annual Report2014.
The Company has four subsidiaries as on March 31 2014 namely AMM Textiles LimitedAMM Irons Limited AMM Housing Limited and AMM Commercial Limited. All these foursubsidiaries were incorporated in March 2014. A Statement pursuant to Section 212 of theCompanies Act 1956 relating to Subsidiary Companies is attached to the Accounts.
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Statement of Profit and Loss and other documentsof the Subsidiary Companies are not being attached with Balance Sheet of the Company.However the Consolidated Financial Statement is presented in the Annual Report incompliance with the said circular. The Company will provide a copy of annual accounts inrespect of each subsidiary to any shareholder of the Company who asks for it and the saidannual accounts will also be kept open for inspection at the Registered Office of theCompany and that of the respective subsidiary companies.
REGISTER E-MAIL ADDRESS
To support the 'Green Initiative' in the Corporate Governance taken by the Ministry ofCorporate Affairs to contribute towards greener environment and to receive all documentsnotices including Annual Reports and other communications of the Company investorsshould register their e-mail addresses with M/s. Niche Technologies Private Ltd. D-511Bagree Market 71 B.R.B. Basu Road Kolkata 700 001 E- mail: email@example.com 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 ispresented in a separate section forms part of the Annual Report 2014.
The Company has neither accepted during the year nor held at the end of the year anyPublic 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 asamended 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 technicalabsorption. The Company has no foreign exchange earnings and outgo during the year.
The Company's shares are listed in the Calcutta Stock Exchange Limited and the listingfees have been paid up-to-date.
Your Directors would like to express their appreciation for the continued co-operationand support by the banks customers and business associates. Your directors take thisopportunity to place on record their deep sense of appreciation for the total commitmentdedication and hard work put in by the employees of the Company. Lastly your directorsare deeply grateful for the continuous confidence and faith shown by the members of theCompany.
|Place: Kolkata ||ON BEHALF OF THE BOARD OF DIRECTORS |
|Dated: 29.05.2014 ||For Appu Marketing & Manufacturing Ltd. |
| ||Sd/- |
| ||Tanumay Laha |
| ||Chairman |
| ||DIN:05338827 |