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Andhra Pradesh Tanneries Ltd.

BSE: 509367 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Andhra Pradesh Tanneries Ltd. (APTANNERIES) - Director Report

Company director report

To

The Members

ANDHRA PRADESH TANNERIES LIMITED.

The Directors have pleasure in presenting the Forty-Third Annual Report together withthe Audited Financial Statements for the year ended on March 31 2017.

OPERATIONS AND FINANCIAL RESULTS:

The Company’s Plant is still not operational. The working results of the Companyshows Net Loss of `1241403/- for the financial year 2016-2017 and the losses due toadministrative expenses incurred during the year 2016-2017.

TRANSFER TO RESERVES

There was no transfer of profits made to General Reserve.

DIVIDEND

In view of the loss the Board of directors do not recommend any dividend for thefinancial year 2016-2017.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Due to no operations the Management Discussion and Analysis report are not given.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Jehangir Hirji Cawasji Jehangir resigned as Director of the Company with effect fromAugust 09 2016. The Board expresses its gratitude to Mr.Jehangir Hirji Cawasji Jehangirfor the services rendered by him during his tenure with the Company.

With a view to strengthen the Board the Board of Directors of the Company on therecommendation of Nomination and Remuneration Committee appointed Mr. Glen SylvesterMascarenhas as an Additional Director with effect from October 27 2016.

The resolutions seeking approval of the Members for the appointment of Mr. GlenSylvester Mascarenhas have been incorporated in the notice of the forthcoming annualgeneral meeting of the Company along with brief details about them. The Company hasreceived notices under Section 160 of the Act along with the requisite deposit proposingtheir appointment.

Presently the Company is not operational hence no Key Managerial Personnel wasappointed as required under section 203 of the Companies Act 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

Ms. Sugandha Digambar ShelatkarMr. Glen Sylvester Mascarenhas and Mr. SubramanianSundaram Kamakshi who are independent directors of the Company have submitteddeclarations that each of them meet the criteria of independence as provided in subSection (6) of Section 149 of the Act there has been no change in the circumstances whichmay affect their status as independent director during the year. In the opinion of theBoard the independent directors possess appropriate balance of skills experience andknowledge as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the followingmembers

1. Ms.Sugandha Shelatkar

2. Mrs.UmaYelevarthy

3. Mr. Glen Sylvester Mascarenhas (w.e.f. October 27 2016)

Four meetings of the Committee were held during the financial year.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to provide a mechanism ("VigilMechanism") for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on theCompany‘s website (http://www.aptl.net.in/)

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS

The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement as adopted by the Board of Directors are placed on the website of the Company(http://www.aptl.net.in/). There has been no change in the policies since the lastfinancial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen 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 loss of the Company for thatperiod;

(iii) theyhave 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;

(iv) theyhave prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Due to no operations it is yet to adopt a policy for internal financial controls.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the directors’ report as Annexure I.

AUDITORS

As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. J. L. Bhatt & Co.Chartered AccountantsMumbai (FRN No. 101332W) as the Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting of the Company.

The Board place on record its appreciation for the services rendered by M/s. J. L.Bhatt & Co. as the Statutory Auditors of the Company.

The Board of Directors of the Company at their meeting held on 13.05.2017 on therecommendation of the Audit Committee have made its recommendation for appointment of M/sAjay Dhoot & Co. Chartered Accountants Mumbai (FRN No. 100196W) as the StatutoryAuditors of the Company by the Members at the Forty-Third Annual General Meeting for aterm of 5 years.

M/s Ajay Dhoot & Co.Chartered Accountants Mumbai (FRN No. 100196W)haveconsented to their appointment as Statutory Auditors and have confirmed that if appointedtheir appointment will be in accordance with Section 139 read with Section 141 of the Act.

The necessary resolution seeking approval of the members for the appointment of M/sAjay Dhoot & Co. Chartered Accountants Mumbai (FRN No. 100196W) as the StatutoryAuditors of the Company for a term of five consecutive years i.e. from the conclusion ofForty-Third Annual General Meeting till the conclusion of Forty-Eight Annual GeneralMeeting of the Company pursuant to Section 139 of the Companies Act 2013 has beenincorporated in the Notice of the forthcoming Annual General Meeting of the Company.

You are requested to appoint Auditors and to fix their remuneration

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh & Associates Practising Company Secretaries wereappointed as the Secretarial Auditor for auditing the secretarial records of the Companyfor the financial year 2016-2017.

The Secretarial Auditors’ Report is annexed as Annexure II.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditor’s’ report contain qualifications in their report with regards tonon-compliance of Accounting Standard 13 in respect of Gratuity Liability which isself-explanatory.

As regards observations of Secretarial Auditors in their report your directors have tostate that they are also self-explanatory in view of the non-operational nature of theCompany

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to no operations Conservation of energy Technology Absorption Foreign ExchangeEarnings and Outgoing is Not Applicable to the Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contraventionof the provisions of the Section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Company has in place the risk management policy.

RELATED PARTY TRANSACTIONS

There were no Related Party Transactions during the year.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Non-operational of company Evaluation of Board its Committees andIndividual Directors not carried out.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of women at Workplace (Prevention Prohibition And Redressal)Act 2013.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2017-2018.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 isavailable on our website www.aptl.net.in.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company’s investors for their continuous support.

The directors appreciate and value the contributions made by every member of the AndhraPradesh Tanneries Limited family.

On behalf of the Board of Directors
Mumbai Sugandha Shelatkar Glen Sylvester Mascarenhas
May 13 2017 Director Director
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