You are here » Home » Companies » Company Overview » Amin Tannery Ltd

Amin Tannery Ltd.

BSE: 541771 Sector: Others
NSE: N.A. ISIN Code: INE572Z01017
BSE 00:00 | 15 Nov 1.00 0.03
(3.09%)
OPEN

1.00

HIGH

1.00

LOW

1.00

NSE 05:30 | 01 Jan Amin Tannery Ltd
OPEN 1.00
PREVIOUS CLOSE 0.97
VOLUME 7574
52-Week high 2.08
52-Week low 0.63
P/E 100.00
Mkt Cap.(Rs cr) 11
Buy Price 1.00
Buy Qty 1700.00
Sell Price 1.00
Sell Qty 2726.00
OPEN 1.00
CLOSE 0.97
VOLUME 7574
52-Week high 2.08
52-Week low 0.63
P/E 100.00
Mkt Cap.(Rs cr) 11
Buy Price 1.00
Buy Qty 1700.00
Sell Price 1.00
Sell Qty 2726.00

Amin Tannery Ltd. (AMINTANNERY) - Director Report

Company director report

Dear Shareholder

The Directors of your Company have pleasure in presenting the 5!"Annual Report and after demerger the 1" Annual Report on the business and operationsof the Company together with Audited Financial Statements for the year ended 31"March 2018:

FINANCIAL RESULTS Year ended 31.03.2018 Rsin lacs Year ended 31.03.2017 Rs in lacs
PROFITS:
Profit before Interest Depreciation & extra-ordinary items 400.93 011
Less: Interest 175.74 0.01
Depreciation 143.50 000
Exchange Fluctuation Loss/(gains) 000 000
Bad Debts written off 7.42 000
326.66 0.01
Profit before tax 74.27 0.10
Less: Provision for current tax 33.20 0.03
Provision for deferred tax (15.14) 00
18.06 0.03
Profit after tax 56.21 0.07
Add: Profit brought forward from previous year 2.61 00
Income Tax relating to earlier Years Adjustment related to fixed Assets (0.68) 00
1.93 00
Profit available for appropriation 58.14 0.07
58.14

NOTE: Figures of the previous year have been re-grouped/re-arranged in order to makethem comparable.

SCHEME OFARRANGEMENT DEMERGER:

During the year under review pursuant to scheme of arrangement (demerger) betweenSuper Tannery Limited ("STL or “Demerged Company") and Amin TanneryLimited(“ATL or resulting Company”)and their respective Shareholders andCreditors.as sanctioned by the Hon'ble NCLT bench Allahabad vide its order dated27.12.2017.The Company demerged its Goat Tannery Division business w.e.f .April12017.Pursuant to the said Scheme of arrangement 500000(five lacs )equity shares of Re.1 /each held by existing share holders of the Company were cancelled and new shares wereallotted in the Ratio of 1 :1 to those shareholders whose name appears in the register ofmembers as on 27.02.2018 in Super Tannery Limited the cut off date.

DIVIDEND:

The Board of Directors of your Company have not recommended dividend for the year ended3151 March 2018.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3)of section 92 of theCompanies Act2013(‘the Act')in prescribed form MGT-9 is enclosed as Annexure“A”to this report.

OPERATIONAL REVIEW:

During the year under review the income from operation of the company was Rs 4195.31and PBTis 74.27 lacsthis is the first results after demerger of the Company.

SUBSIDIARY COMPANIES:

During the year under review Company has no subsidiary.

INDUSTRIAL RELATIONS:

During the period industrial relations have been extremely cordial. Employees'cooperation and co-ordination had been an important factor in the growth of theorganization.

FIXED DEPOSITS:

The Company has not accepted/renewed any deposit during the year under review underthe provisions of the Companies Act 2013 and the rules framed thereunder.

CLAUSE 32 OF THE LISTING AGREEMENT:

As per the amended Listing Agreement it is hereby disclosed that the Company hasreceived in-principal approval from the Bombay Stock Exchange on 06.07.2018 for listing of107973360 equity shares of the Company.

HUMAN RESOURCES MANAGEMENT:

Employees are vital to the Company. We have created a favorable work environment thatencourages humble relationship. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. The Company also has started with collaboration of UP Leather IndustriesAssociation a training centre for recruiting trained labours.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013:

Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various intervention andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including Sexual harassment.

During the year ended 31 March 2018 no complaint pertaining to sexual harassment wasreceived by the Company. PARTICULARS OF EMPLOYEES

A statement of particulars of employees as specified under the Companies Act 2013 asamended from time to time is set out in the Annexure forming part of Directors' Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE EARNING &OUTGO:

The particulars of Energy Conservation Technology Absorption etc. pursuant to Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are set out in the Annexure forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunalsduring the previous year except the Order of Hon.ble NCLT dated 27.12.2018 for Scheme ofarrangement demerger which may impact the going concern status of the Company's Operationin the future.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

To create enduring value for all stakeholders and ensure the highest level of honestyand ethical behavior in all its operations the Company has formulated a Vigil Mechanismnamed as AMIN Whistle Blower Policy' in addition to the existing code of conduct thatgoverns the action of its employees. This Whistleblower policy aspires to encourage allemployees to report suspected or actual occurrence(s) of illegal. Unethical orinappropriate events (behaviors' or practices) that effect Company's interest/image. Acopy of the Policy is available on the website of the Company and may be accessed throughthe web link www:htpp;//amintannery.in.com

DIRECTORS & KMP:

In terms of Article 125 of the Articles of Association of the Company Mr. Iqbal Ahsanretire by rotation at the ensuing Annual General Meeting and being eligible offersthemselves for their re-appointment. Brief resume of the Directors their expertise inspecific functional areas and names of other companies in which Directorship held and themembership of committee of the Board as stipulated under clause 49 of the listingAgreement are given in corporate governance annexure attached to this report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of section 149 of the Companies Act2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNRATION:

For the purpose of selection of any Director the Nomination &RemunerationCommittee identifies persons of integrity who posses' relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation if any received from any member of the Board. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act2013 or other applicable laws.

The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection appointment and remuneration of Directors SseniorManagement.

The Remuneration policy of the Company is disclosed in the Corporate Governance Reportwhich forms a part of the report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 27 of the listing Agreement theCompany has put in place a Familiarization Programme for the Independent Directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the Company in which Company operates business model etc.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of the Listing Agreement a report on Corporate Governance isgiven in Annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) read with section 134(3)( c ) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed alongwith properexplanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit or loss of the Company forthat period;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2018 on a going concern basis.

AUDITORS: M/s. Rajeev Prem & Associates Chartered Accountants Kanpur (RegistrationNo 008905C) have been appointed in place of retiring Auditors M/S Kapoor Tandon & Co.Chartered Accountants Kanpur to hold office until the conclusion of the 2021-22AnnualGeneral Meeting to be held in the year 2022 subject to ratification of their appointmentat every Annual General Meeting and have confirmed their eligibility and willingness toaccept the office of the Auditors if ratified by the members at the forthcoming A.G.M.TheBoard of Directors recommends their - appointment.

COST AUDITOR:

As the requirement of Cost Audit report does not applicable to the Company as per MCAcircular. Hence no Cost Auditor was appointed and no report was filed.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S K.N. Shridhar & Associates Company secretary Kanpur to undertake thesecretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as “annexure B"

The Audit Report and the Secretarial Audit Report for the financial year 2017-18 doesnot contain any qualification reservation or adverse remark by the Auditors.

LOANS GURANTEES & INVESTMENTS:

The particulars of Loans guarantees and investments have been disclosed in thefinancial statements.

RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company www.amintannerv.in .

All contracts/arrangements entered by the Company during the previous financial yearwith the related parties were in the ordinary course of business and on arm's lengthbasis. The Audit Committee and the Board of Directors reviewed the transaction (which arerepetitive in nature) and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of thefinancial statement. The particulars of contracts or arrangements entered in to by thecompany with related parties referred to in subsection (1) of section 188of the companiesAct 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.

AUDITORS' REPORT:

The comments of the Auditors in their Audit Report and reference to “Notes onAccounts" forming part of the Financial Results are self explanatory and need nofurther comments.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude and appreciation for the continuedsupport and co-operation received from State Bank of India. Central & State GovernmentAuthorities Regulatory Bodies Stock Exchanges and Shareholders.

Your Directors wish to place their deep sense of appreciation on record for the devotedservices of the officers staff and workers of the Company.

On behalf of the Board of Directors
Place: KANPUR VEQARULAMIN IFTIKHARULAMIN
Date: 11.08.2018 Managing Director CFO( Whole Time Director)

ANNEXURE I TO THE DIRECTORS' REPORT

Statement as required under Section 134(3)(m) of the Companies Act. 2013 read withRule 8 of the Companies(Accounts) Rules 2014.

(a) Conservation of Energy:

(1) Energy conservation measures taken: Upgradation of power generation anddistribution systems for long term energy savings. Special emphasis has been laid onboiler and steam generation.

(2) Additional investments and proposal if any being implemented for reduction ofconsumption of energy: Introduction of energy saving devices and systems in processmachines.

(3) Impact of the measures at (1) & (2) above for the reduction of energyconsumption and consequent impact on the cost of production of goods:Energy conservationmeasures have helped in generation of required quantity of steam at a minimum cost whichresulted in improving efficiencies and reduction in costs.

(4) Total energy consumption and energy consumption per unit of production as per FormAoftheAnnexure in respect of industries specified in the Schedule thereto:Not Applicable

(b) Technology Absorption: Research and Development (R & D):

(1) Specific area in which R & D carried out by the Company:(a) New productdevelopment based on different raw hides/skins.(b) Apart from production of safetyfootwear establishing standard products for fashion shoes/sandals.

(2) Benefits derived as a result of the above R & D:(a) Cost reduction and betterunit realization.(b) Better product acceptance.

(3) Future plan of action:To continue to invest in R & D for faster introduction ofnew products.

(4) Expenditure on R & D:

2017-18 2016-17
(Rs in lacs) (Rs in lacs)
(a) Capital 0000 0000
(b) Recurring 0000 0000
(c) Total 0.01 0000
(d) Total R & D Expenditure as % of turnover 0.00% 0000

Technology Absorption Adoption And Innovation:

(1) Efforts in brief made towards technology absorption adoption and innovation: TheCompany is using indigenous technology and is developing in house technology and is notdependant on any outside technology /source.

(2) Benefits derived as a result of the above efforts: Not Applicable

(3) Incase of imported technology (Imported during the last 5 years reckoned from thebeginning of the financial year):

(a) Technology imported
(b) Year of import
(c) Has technology been fully absorbed? Not Applicable
(d) If not fully absorbed areas where not taken place reasons therefore and future plan of action

(c) FOREIGN EXCHANGE EARNINGS & OUTGO:

(1) Activities relating to exports initiative taken to increase exports developmentof new export markets or products and export plans:On Export front. Company's performanceis quite satisfactory and it is expected to be strong in the time to come.

(2) Total foreign exchange earned & used:

2017-18 2016-17
(Rs in lacs) (Rs in lacs)
(a) Foreign exchange earned (FOB value of exports) 3113.78 00000
(b) Foreign exchange used 148.57 00000

(d) STATEMENT OF PARTICULARS OF MANAGING DIRECTOR AND EXECUTIVE DIRECTORS FORMING

PART OF THE DIRECTORS' REPORT:

Name Designation Gross Remuneration Qualification Experience (Years) Date of Commencement of employment Age (Years) Particulars of previous employment
Mr. Veqarul Amin Managing Director NIL Leather Technologist 28 01.01.1990 55 Promoter
Mr. Iqbal Ahsan Director NIL Graduate 29 21.12.1988 57 Promoter
Mr. Iftikharul Amin Director NIL Post Graduate 34 06.02.1984 60 Promoter

Notes:

1. Mr. Iftikharul Amin Mr. Iqbal Ahsan and Mr. Veqarul Amin being brothers are relatedto each other within the meaning of schedule IA of Companies Act 2013.

On behalf of the Board of Directors
Place: KANPUR VEQARULAMIN IFTIKHARUL AMIN
Date: 11.08.2018 Managing Director CFO( Whole Time Director)