Andhra Pradesh Tanneries Ltd Management Discussions

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

MATERIAL CHANGES AND COMMITMENTS AFIER 1IIE 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 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

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.

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 I limited for the year 2018-2019.

CORPORATE SOCIAL RESPONSIBILITY (GSR)

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

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the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 is available on our website.

CORPORATE GOVERNANCE REPORT

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

ACKNOWLEDG EMENT

The directors thank the Companys investors for their continuous support.

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

On behalf of the Board of Directors ANDHRA PRADESH TANNERIES LIMITED

Mr. Subramanian Sundaram Kamakshi (DIN No. 02909675) as a Director of the Company becomes vacant from office of the company w.e.f. 22^nd May, 2018 by virtue of under Section I67(1)(b) of the Companies Act, 2013, as he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.The Board expresses its gratitude to Mr. Subramanian Sundaram Kamakshi for the services rendered by him during his tenure with the Company.

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

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 die 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.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

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

1. Ms .Sugandha Shelatkar

2. Mrs. Uma Yelevarthy

3. Mr. Glen Sylvester Mascarenhas

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 ("Vigil Mechanism") lor employees including directors of the Company to report genuine concerns. The provisions of this policy arc in line with the provisions of the Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Companys website

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 There has been no change in the policies since the last financial vear.

Required al the annual general meeting and M/s Ajay Dhoot & Co., Chartered Accountants, Mumbai, (FRN No. 100196W) would continue to act as the statutory auditors of the Company for five years upto the conclusion of the Forty Eighth annual general meeting to be held in 2022.

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 Annexuro 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 ABSORB! ION, 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 HIE REGULATORY/ JUDICIAL AUTHORITY

There are nosignificant or material orders passed by any regulator or court that would impact 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 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 TRANSACT IONS

There were no Related Party Transactions during the 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 laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions ol 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

As provided 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.

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, Mumbai, (FRN No. 100196W) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Forty third annual general meeting to the conclusion of the Forty eighth annual general meeting to be held in 2022, subject to ratification by- shareholders at each annual general meeting. However in terms of the Notification of issued by the Ministry of Corporate Affairs dated May 7, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each annual general meeting has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be