Andhra Pradesh Tanneries Ltd Directors Report.

To

The Members

ANDHRA PRADESH TANNERIES LIMITED

The Directors have pleasure in presenting the Forty-fifth Annual Report together with the Audited Financial Statements for the year ended on March 31, 2019.

OPERATIONS AND FINANCIAL RESULTS:

The Company’s Plant is still not operational. The working results of the Company shows Net Loss of Rs. 14,23,687/- for the financial year 2018-2019 and the losses due to administrative expenses incurred during the year 2018-2019.

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 the financial year 2018-2019.

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 position of the Company which have occurred between the end of the financial year of the Company to which the financial statements of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year on 22.05.2018, 13.08.2018, 14.11.2018 and 13.02.2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and Articles of Association, Uma Yelavarthy(DIN No. 07293822)Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

b. Appointment of Whole-Time Director:

The necessary resolution shall be proposed at the ensuing Annual General Meeting for the appointment of Mrs. Uma Yelavarthy (DIN 07293822) as Whole-Time Director designated as executive Director and CFO w.e.f. 18th April, 2019. A brief profile of Mrs. Uma Yelavarthy shall be annexed to the Notice of the ensuing Annual General Meeting.

c. Re-Appointment of Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Ms. Sugandha Shelatkar (DIN:06906156) were appointed as Independent Directors of the Company for term of five years w.e.f. June 23, 2014.

The term of all the Independent Directors of the Company shall expire on June 22, 2019 and thus, require approval of the shareholders of the Company in the Annual General Meeting, to be re-appointed as Independent Directors of the Company for another term of five years.

In the view of the Board, the Independent Directors of your Company are persons of integrity, who possess relevant expertise and experience and who have been upholding code of business ethics and compliance; have acted objectively and constructively; exercised their responsibilities in a bona-fide manner in the interest of the company; have devote sufficient time and attention to their professional obligations for informed and balanced decision making; and assisted the company in implementing the best corporate governance practices.

In this regards, Board of Directors recommend the re-appointment of Ms. Sugandha Shelatkar (DIN:06906156) who have offered themselves to be re-appointed as the Independent Director of the Company for another term of five years.

The necessary resolution shall be proposed at the ensuing Annual General Meeting for their re-appointment.

d. Appointment of Company Secretary

Mrs. Naina Soni has been appointed as the Company Secretary and Compliance Officer in Whole-Time Employment of the Company with effect from April 18, 2019.

DECLARATION FROM INDEPENDENT DIRECTORS

Ms. Sugandha Digambar Shelatkar and Mr. Glen Sylvester Mascarenhas who are independent directors, have submitted a declaration as required under section 149(7) of the Act that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors comprises of the following Directors:

1. Sugandha Digambar Shelatkar Independent Director
2. Uma Yelevarthy Director
3. Sylvester Mascarenhas Independent Director

The Board of Directors of your Company met 4 (Four) times during the year to deliberate on various matters i.e. on 22.05.2018, 13.08.2018, 14.11.2018 and 13.02.2019

Name of the Director No. of Board Meetings attended
Ms. Sugandha Digambar Shelatkar 4
Mrs. Uma Yelevarthy 4
Mr. Glen Sylvester Mascarenhas 4

b. Audit Committee

Audit committee of the Board of directors of the Company consists of the following members

1. Ms. Sugandha Digambar Shelatkar Independent Director
2. Mrs. Uma Yelevarthy Director
3. Mr. Glen Sylvester Mascarenhas Independent Director

Members of the Audit Committee met 4 (Four) times during the year i.e. on 22.05.2018, 13.08.2018, 14.11.2018 and 13.02.2019.

The details of meetings attended by the members are as follows:

Name of the Director No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 4
Mrs. Uma Yelevarthy 4
Mr. Glen Sylvester Mascarenhas 4

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board of directors of the Company consists of the following members

1. Ms. Sugandha Digambar Shelatkar Independent Director
2. Mrs. Uma Yelevarthy Director
3. Mr. Glen Sylvester Mascarenhas Independent Director

Members of the Nomination and Remuneration Committee met 1 (One) time during the year i.e. on 22.05.2018

The details of meetings attended by the members are as follows:

Name of the Director No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 1
Mrs. Uma Yelevarthy 1
Mr. Glen Sylvester Mascarenhas 1

d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Board of directors of the Company consists of the following members

1. Ms. Sugandha Digambar Shelatkar Independent Director
2. Mrs. Uma Yelevarthy Director
3. Mr. Glen Sylvester Mascarenhas Independent Director

Members of the Stakeholders Relationship Committee met 5 (Five) times during the year i.e. on 22.05.2018, 01.08.2018, 13.08.2018, 14.11.2018 and 13.02.2019.

The details of meetings attended by the members are as follows:

Name of the Director No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 5
Mrs. Uma Yelevarthy 5
Mr. Glen Sylvester Mascarenhas 5

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. 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‘s website (http://www.aptl.net.in/)

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, and senior management 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 last financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 devised proper systems to ensure compliance with the provisions of all applicable 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

vided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors’ report as Annexure I.

The same is made available on the website of our Company.

Web link: http://www.aptl.net.in/investorinfo.html

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Ajay Dhoot & Co, Chartered Accountants are appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Forty third Annual General Meeting till the conclusion of the Forty eighth Annual General Meeting to be held in the year 2022.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of your Company. M/s Ajay Dhoot & Co, Chartered Accountants would continue to hold the office of Statutory Auditors for the FY 2019-20.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2018-2019.

The Secretarial Auditors’ Report is annexed as Annexure II.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors’ report contain qualifications, in their report, your directors have to state that they are also self-explanatory.

As regards observations of Secretarial Auditors in their report, your directors have to state that they are also self-explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to no operations, Conservation of energy, Technology Absorption, Foreign Exchange Earnings 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 of the Company and its future operations.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013, is not required by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of 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 and Individual Directors not carried out.

DISCLOSURE

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2019-2020.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Board of Directors has complied with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of

Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of our Company.

Web link: http://www.aptl.net.in/investorinfo.html

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate 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 Andhra Pradesh Tanneries Limited family.

OnbehalfoftheBoardofDirectors
ANDHRA PRADESH TANNERIES LIMITED
Place: Mumbai
Date: 18.04.2019
Sugandha Shelatkar Glen Sylvester Mascarenhas
Director Director
06906156 02124067