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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 Second Annual Report together withthe Statement of Accounts for the year ended on March 312016

OPERATIONS AND FINANCIAL RESULTS:

The Company's Plant is still not operational. The working results of the Company showsNet Loss of Rs. 2067344 for the financial year 2015-2016 and the losses due toadministrative expenses incurred during the year 2015-2016.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserve during the financial year 2015-2016.

DIVIDEND

In view of the loss the Board of directors does not recommend any dividend during thefinancial year 2015-2016.

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 Companyand the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Arati Saran resigned as Director of the Company with effect from December 152015. The Board expresses its gratitude to Mrs. Arati Saran for the services rendered byhim 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 Mrs. Uma Yelavarthy asan Additional Director with effect from 12th February 2016.

The resolutions seeking approval of the Members for the appointment of Mrs. UmaYelavarthy have been incorporated in the notice of the forthcoming annual general meetingof the Company along with brief details about them. The Company has received notices underSection 160 of the Act along with the requisite deposit'proposing their 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

Mr. Jehangir H. C. Jehangir Mrs. Sugandha Digambar Shelatkar and Mr. SubramanianSundaram Kamakshi who are independent directors have submitted a declaration that eachof them meets the criteria of independence as provided in sub Section (6) of Section 149of the Act and there has been no change in the circumstances which may affect their statusas independent director during the year. In the opinion of the Board the independentdirectors possess appropriate balance of skills experience and knowledge as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

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

1. Mr. Jehangir H Jehangir

2. Ms. Sugandha Shelatkar

3. ‘ Mrs.Uma Yelevarthy (with effect from February 122016)

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 the Company'swebsite (http:/ / www.apll.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(www.aptl.net.in/ ). There has been no change in the policies since the last financialyear.

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 ofthe Company for that period;

(iii) they 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;

(iv) they have 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

M/s. J. L. Bhatt & Company Chartered Accountants the Auditors of the company whowould retire at the ensuing Annual General Meeting offer themselves for reappointment.M/s. J. L. Bhatt & Company Chartered Accountants the existing auditors havefurnished a certificate confirming that if reappointed for the financial year 2016-2017their reappointment will be in accordance with Section 139 read with section 141 of theCompanies Act 2013.

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 2015-2016-

The Secretarial Auditors' Report is annexed as Annexure H.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditor's' report contain qualifications in their report with regards to noncompliance 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.

BOARD EVALUATION

Evaluation of Board its Committees and Individual Directors was not carried out.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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 AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company has paid the listing fees to BSE Limited for the year 2016-2017.

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 and isavailable on our website http:/ / 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
May 132016
Sugandha Shelatkar Jehangir Hirji Cawasjfjehangir
Director Director
DIN: 06906156 DIN: 00001451

'Annexure A'

To

The Members

Andhra Pradesh Tanneries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Parikh & Associates
Company Secretaries
Place: Mumbai Signature:
Date: 13th May 2016 Name of Company Secretary: Shalini Bhat
Partner
FCS: 6484 CP: 6994