Industry Structure and Development:
The Indian Leather Industry plays a significant role in the Indian
Economy in view of its substantial export earnings, employment generation and growth
opportunities. The export of leather and leather products has increased over past few
years.
The Company is striving high to capture over Global Market in respect
of Leather and Leather Products. The Company has taken various steps to promote companys
products all over the world and it is being done in line with global trends to enhance
scale, global competitiveness and financial flexibility and also to contribute towards
achievement of companys objective and to increase revenue, production volume, market
shares and shareholders returns.
Opportunities:
Company has gained reputation and established itself globally as
Supplier of quality products. The company has demonstrated global competitiveness and has
achieved international standards for the quality of its products and its immense
capabilities provide massive opportunities in the foreign market. Companys overall
strategy is to enhance shareholder value by receiving better returns through a long-term
investment.
Threat:
The company is fully aware of the factors dictating competition and has
been investing with the ups and downs through its various effective measures like cost
optimisation, competitive pricing, improved production process and enhanced customer
satisfaction.
Even under difficult operating conditions, company has been
consistently performing at its best. It is expected that companys sound policies,
competitive cost position will enable the company to lead the market effectively.
To exist in the competitive market and improve the value of
shareholder, company is consistently considering all the significant factors, which
provide sharp edges that enable company to enhance the margin.
Out Look:
Companys maximum operational income is based on the margin on export
of leather and leather products. As most of part of the earning is realized from Export,
out look depends upon the global economic scenario, global demand and supply and
international product prices. Above all the performance of your company largely depends on
the Ex-imp policy of the Union Government. Looking at the overall development of the
Indian economy and the efforts of the Central Government to achieve higher GDP, Board of
directors of your company is very much optimistic to the future of the Company.
Risks and Concerns:
Although Your Company does not perceive any serious threat, still
company is taking care against the risk of growing pressure of prices, foreign exchange
rates variation, current and future litigation, working capital management, bad debts etc.
Foreign exchange liabilities / revenues are mainly concerned with the companys operation.
Regular monitoring of movement of foreign exchange rates is carried out and decisions are
taken as to when outstanding are to be covered and payments are to be made. Working
Capital requirement are to be kept at minimum level in order to maintain the lowest
possible interest rate.
Company has strongly prepared itself to meet cutthroat competition in
global market by adhering to international quality standards of its product.
In addition to above company has overall risk management strategy,
follows such practices & policies that are framework of efficient management to count
the risk in advance.
Internal Control System and their Adequacy:
The company has made sufficient arrangement for internal control system
and its monitoring for keeping proper record of the purchase of raw materials, stores,
components, plant and machineries, equipments and all other assets for production and sale
of finished leather and leather products. The company has clearly fixed rules and
responsibilities for all management personnel and all operational activities are well
controlled. The system ensures authorization of all transactions, records and the reports
correctly and properly through computerized system.
The Audit committee of the Company also re-examines adequacy of
internal controls, systems of risk management policies adopted by the Company.
Companys Laws and Regulations are also reviewed by the internal Audit
Team regularly from time to time and its report is submitted to the promoters and put up
in every Board Meeting. In order to provide sufficient support for business promotion of
the company, the finance and commercial functions have been properly set. The company
takes into account from time to time and Analysis its progress in accordance with the Laws
and Regulations set by the internal auditors and report to the Board in every Board
Meeting in support of best practices for internal control, standard operating norms and
guidelines are being issued. The Company also incorporates all financial operating, and
information technology systems are also evaluated from time to time.
Environment and safety:
The Company feels its responsibility and is fully aware of the
importance to achieving exhibiting healthy environmental performance by checking effect of
its activities, product or services for the environment. The environment policy of the
company fully complies with the environmental laws and prevention of water, air and noise
pollution and all efforts are made for continual improvement in the environmental
performance. The Company has also initiated focusing its attention on "Charter on
Corporate Responsibility" under the policy of the Government of India. The Company
takes all measure to save and minimize the environmental effect on air, water by strictly
using and further sounding its environmental management system to meet its objective. The
Company ensures providing safe work place, machines and safety control measures within the
organization and a sense of safety consciousness is spread amongst all the workmen,
employees and supervisors.
Industrial Relations and Human Resources Development:
The Company gives much importance to maintain good relations with its
employees ensuring that employees feel valued and energetic in creating an atmosphere and
culture so that they can maximize their contribution in increasing the growth and further
development of the company, and in turn the Company thinks of individual growth of its
employees for their dedicated participation in organizational development.
The companys priority is to reduce the employees turnover ratio. The
companys approach and efforts are to create congenial work environment for individual
growth, which enable the development of whole organization. Relationship with the
employees remains cordial through out the year. The company has a team of dedicated
employees working towards the companys mission.
Discussion of Financial Performance with respect to Operational
Performance:
Effective working management is regularly concentrating to reduce the
cost of debt as much as possible. Prudent cash management endeavor to utilize the optimum
Working Capital in order to reduce the interest cost and also to avoid the bottleneck of
companys operation.
Research & Development:
The company is committed to continue technological innovation, physical
and chemical standardization and improvement to achieve high standards of product quality
and customer satisfaction.
Key factors that keep the company one step ahead:
a. Extensive interaction with the latest technological developments.
b. Presence in all major trade fairs, seminars and workshops for
optimum knowledge up gradation.
c. Well qualified and progressive workforce.
d. Fully equipped Laboratory
The tannery units of the company work under guidance of a well-equipped
laboratory conducting physical and chemical tests. It also has a pilot tannery to conduct
trials of new leathers at a small scale before its implementation in bulk production. The
laboratory has all the requisites to perform tests of leather as per EN, ISO and DIN
standards. The company is amongst few companies which provide certification as per the
REACH guidelines of European Chemicals Agency.
Design Studio: The footwear units of the company conduct their
production as per the guidance of a newly built, state of the art designing cell, lead by
well qualified shoe technologists and designers. Due to a rapid change in the product
profile over the past few years, this studio was installed keeping in mind the
ever-changing tests and preferences of the customers, while keeping time frame into
consideration.
Quality Assurance: A major factor which keeps the company ahead is
its obsession with total quality, which includes products of the highest standards, quick
and eficient customer service, leading to complete customer satisfaction. Factors
like these help the company to retain customers, some of them, for as long as 30 years.
Fair Participation
Asia Pacific Leather Fair, Hong Kong
Lineapelle, Bologna, Italy
Moda, Birmingham, United Kingdom
All China Leather Exhibition, Shanghai, China
A+A Fair, Dusseldorf, Germany
Fimec Fair, Novo Hamburgo, Brazil
Cautionary Statement:
Statements in the Management Discussion & Analysis Report which
seek to describe the companys objectives, projections estimates, expectations and
predictions may be considered to be "forward looking statements" and are stated
as required by applicable laws and regulations. Actual results could differ from those
expressed or implied. Many factors including global and domestic demand-supply conditions,
prices, raw materials availability, technological changes, changes in Government policies,
tax laws and other statues may affect the actual results, which could be different from
what the Directors envisage in terms of future performance and out look.
REPORT ON CORPORATE SOCIAL RESPONSIBILITY
Social Responsibility:
Amin Tannery Limited (ATL) believes in total commitment to society.
The promoters of the company run an organization known as AMIN WELFARE TRUST (AWT) which
follows the motto of "Promoting Hope in Life." This trust has taken up number of
social causes in the field of EDUCATION & HEALTHCARE.
Healthcare:
AWT operates a hospital known as Chaudhary Ehsan Kareem Hospital, well
equipped with the most modern machinery and infrastructure, in the industrial area of
Jajmau, Kanpur City, providing healthcare facilities in a number of fields including
Neurology, Vision, Endocrinology, Dentistry and Pre/Post Maternal Care.
Education:
On 26th January 2010, AWT launched a state of art educational
institution namely Super International School with the aim to provide world class
education at affordable cost to the middle-income group. The school is affiliated with the
C.B.S.E board and is equipped with the latest infrastructure required for a healthy and
constructive approach to education. To know more, please visit
www.superinternationalschool.com
Environment:
When the leather industry enough developed, the pollution of air and
water increased and the stage reached where scientists started thinking on making better
use or reuse of material which caused pollution keeping in mind the economical factor else
no industrialist would accept the change.
Special emphasis has been laid on use of low waste technology with
minimum possible expenditure and maximum quality production because it is natural for any
industrialists to resist a change unless it is likely to give better quality production
with least expenditure. Pollution is given the last priority by them whereas we give it
the first priority.
At ATL we are very much cautious about pollution. We have our own water
treatment and chrome recovery plant in which we collect the drain water full of nickel,
chromium and many more harmful substances. Our deep interest is in green and clean
environment. The chrome is used in the processing of hides & skins in which 65% is
consumed during the process while 35% goes waste. The presence of chrome in the discharged
water of tanneries is hazardous for public health as its excessive use can cause severe
skin diseases. To minimize the danger, we have water treatment plant to purify water to
its maximum possible level. We believe to contribute in safe and healthy environment. STL
is an eco friendly tannery.
Health, Safety & Environment:
We at ATL are committed to provide a safe and healthy working
environment for our employees by adopting a proactive approach. It is part of our work
ethic to ensure that safety, health and environment safeguards are in place right from the
inception to the execution stage. We accept the need for constant up gradation of safety
& health standards commensurate with the rapid changing technology in production.
Form No.MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH, 2023.
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
The Members,
AMIN TANNERY LIMITED 15/288 C, Civil Lines Kanpur-208001 UTTAR PRADESH.
We were appointed by the Board of Directors of the Amin Tannery Limited
(hereinafter called the Company) to conduct Secretarial Audit of the Company for the
financial year ended 31st March, 2023 .
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Amin Tannery
Limited. (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing my opinion thereon.
Based on our verification, the Amin Tannery Limited books, papers,
minute books, forms and returns filed and other records maintained by the company and also
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit,
We hereby report that in our opinion, the company has, during the audit
period covering the financial year ended on 31st March, 2023 Complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute, books, forms and returns
filed and other records maintained by the company for the financial year ended on31st
March,2023 according to the provisions of :
(i) The Companies Act, 2013 (the Act) and the rules made thereunder:
(ii) The Securities contracts (Regulation) Act, 1956 (SCRA) and the
rules made thereunder:
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder:
(iv) Foreign Exchange Management Act, 1999 and the rules and regulation
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and
External Commercial Borrowings:
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) regulation, 2011:
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992 :
(c) The securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulation, 2009 - Not applicable to the Company for the year
under review;
(d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 : Not applicable to the
Company for the year under review;
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulation, 2008: Not applicable to the Company for the year under
review;
(f) The Securities and Exchange Board of India (Registrars to an Issue
And Share Transfer Agents) Regulation, 1993 regarding the Companies Act and dealing With
client: Not applicable to the Company for the year under review;
(g) The Securities and Exchange Board of India (Delisting of Equity
Share) Regulations, 2009: Not applicable to the Company for the year under review;
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998: Not applicable to the Company for the year under review;
(vi) (Mention the other laws as may be applicable specifically to the
Company) N.A
we have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India. The Company is maintaining Minutes Book as per the norms, but not as
Stated in the SS-1 and SS-2, the company has been suggested to comply the standard viz.
numbering of Minutes Book, whether they are Board Minutes, Committee Minutes or General
Body Minutes.
(ii) The Listing Agreements entered into by the Company with Bombay
Stock Exchange Limited (hereinafter called as "Listing Agreement):
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. Mentioned above, to
the extent applicable:
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non Executive Directors, Independent Directors and Woman
Director. There is no changes in the composition of the Board of Directors during the
period under review.
Adequate notice is given to all directors to convene the Board Meeting,
agenda (detailed notes on agenda were sent, but sometime at least seven days in advance
notice were not adhered), and a system for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Majority decision is carried through and recorded as part of the
minutes, it was found that most of the time it was unanimous but the name of proposer and
seconder were given in the Minutes book.
We further report that
The adequate systems and processes in the company commensurate with the
size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines to the extent applicable.
We further report that
On the basis of the questionnaire provided to the Company, during the
audit period, on the basis of reply received from the various departments, it was
concluded that the company has complied with the following laws applicable to the Company.
For example:
(i) Water (prevention and control of pollution) Act,1974;
(ii) Air (prevention and control of pollution) Act,1981;
(iii) Environment Protection Act,1986;
(iv) Factories Act,1948;
(v) Industrial Disputes Act, 1947;
(vi) Payment of Wages Act,1936;
(vii) The Minimum Wages Act,1948;
(viii) Employees State Insurance Act,1948;
(ix) The Employees Provident Fund and Miscellaneous Provisions
Act,1952;
(x) The Payment of Bonus Act,1965;
(xi) The Payment of Gratuity Act,1972;
(xii) The Sexual Harassment of Women at work place, (Prohibition and
Redressal) Act, 2013.
Signature:
K. N. Sridhar & Associates Name of Company Secretary in
Practice/Firm: FCS NO 3882 CP No: 2612
Date : 12.08.2023 UDIN F003882E000794320
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies
(Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries NA
(Information in respect of each subsidiary to be presented with amounts
in Rs. In Lakhs) Notes: The following information shall be furnished at the end of
the statement:
1. Names of subsidiaries which are yet to commence operations
2. Names of subsidiaries which have been liquidated or sold during the
year.
Part "B": Associates and point Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures |
Amino Colonizers
&
developers
Ltd.. |
Latest audited Balance Sheet
Date |
31.03.2023 |
Shares of Associate/Joint
Ventures held by the company on the year end No. |
|
Amount of Investment in
Associates/Joint Venture |
|
Extend of Holding% |
98% |
Description of how there is
significant influence |
No Influence |
Reason why the associate/joint
venture is not consolidated |
N.A |
Net worth attributable to
shareholding as per latest audited Balance Sheet |
|
Profit/Loss for the year |
(19149.00) |
Considered in Consolidation |
NA |
Not Considered in
Consolidation |
NA |
1. Names of associates or joint ventures which are yet to commence
operations.
2. Names of associates or joint ventures which have been liquidated or
sold during the year.
Note: This Form is to be certified in the same manner in which the
Balance Sheet is to be certified.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto
1. Details of contracts or arrangements or transactions not at arms
length basis:
(a) Name(s) of the related party and nature of relationship:
(b) Nature of contracts/arrangements/transactions:
(c) Duration of the contracts / arrangements/transactions:
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any:
(e) Justification for entering into such contracts or arrangements or
transactions
(f) Date(s) of approval by the Board:
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general meeting
as required under first proviso to section 188: N.A
2. Details of material contracts or arrangement or transactions at
arms length basis:
(a) Name(s) of the related party and nature of relationship:
(b) Nature of contracts/arrangements/transactions:
(c) Duration of the contracts / arrangements/transactions:
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:
The Details has been given under the head notes to financial statements
For and on behalf of the Board of Directors of Veqarul Amin Iftikharul Amin Arti Tiwari
Managing Director (CFO) Company Secretary
INDEPENDENT AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To the members of Amino Tannery Limited
1. We have examined the compliance of conditions of corporate
governance by Amin Tannery Limited ("the Company"), for the year ended on March
31,2023, as stipulated in regulation 17 to 27 and clause (b) to (i) of regulation 46(2)
and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").
Managements responsibility
2. The compliance of conditions of corporate governance is the
responsibility of management. This responsibility includes the design, implementation and
maintenance of internal control and procedures to ensure compliance with the conditions of
corporate governance stipulated in the SEBI Listing Regulations.
Auditors responsibility
3.Our responsibility is limited to examining the procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the corporate governance. It is neither audit nor expression of opinion on
the financial statements of the Company.
4. We have examined the books of accounts and other relevant records
and documents maintained by the Company for the purpose of providing reasonable assurance
on the compliance with corporate governance requirements by the Company.
5. We have carried out an examination of the relevant records of the
Company in accordance with the Guidance Note on Certification of Corporate Governance
issued by the Institute of Charterec Accountants of India ("the ICAI"), the
Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so
far as applicable for the purpose of this certificate and as per the Guidance Note on
Reports or Certificates for Special Purpose issued by the ICAI which requires that we
comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the
Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and
Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
7. Based on our examination of the relevant records and according to
the information and explanation provided to us and representations provided by management,
we certify that the Company has complied with the conditions of corporate governance as
specified in regulation 17 to 27, clause (b) to (i) of regulation 46(2) and paragraphs C,
D and E of Schedule V of the SEBI Listing Regulations, as applicable during the year ended
March 31,2023.
8. We state that such compliance is neither an assurance as to the
future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
Place: Kanpur Date: 12.08.2023
For Rajeev Prem & Associates, Chartered Accountants Firm
Registration No. 008905C (Rajeev Kapoor) Partner M. No. 077827 UDIN: 23077827BGVMXB7955
+91-9892691696
