BOARDS' REPORT To The Members ANDHRA PRADESH TANNERIES LIMITED The Directors have pleasure in presenting the Forty First Annual Report together with the Audited Financial Statements for the year ended on March 31, 2015 DIVIDEND In view of the loss the Board of directors do not recommend any dividend during the financial year 2014-2015. OPERATIONS/STATE OF COMPANY'S AFFAIRS The Company's plant is not operational. The losses incurred by the Company during the year are due to administrative expenses. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR: There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company 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 Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Jehangir H. C. Jehangir (DIN: 00001451) and Ms. Sugandha Shelatkar (DIN: 06906156) were appointed as Independent Directors at the last Annual General Meeting of the Company held on 30th September, 2014. Mrs. Arati saran (DIN: 01157284), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Company is in the process of appointing KMP as required under section 203 of the Companies Act, 2013. DECLARATION FROM INDEPENDENT DIRECTORS Mr. Jehangir H. C. Jehangir and Ms. Sugandha Shelatkar who are independent directors, have submitted a declaration 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. Mr. Jehangir H. C. Jehangir 3. Mrs. Arati Saran Four meetings of the Committee were held during the financial year. VIGIL MECHANISM The Company has formulated and published 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 Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Director/ Chairman of the Audit Committee in exceptional cases. 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, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as "Annexure I & II" to this report. 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 profit 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 of all applicable laws and that such systems were adequate and operating effectively. ADEQUACY OF INTERNAL FINANCIAL CONTROLS Due to non-operational nature of operations of the company, it is yet to adopt a policy for internal financial controls and also the company is in the process of appointing an internal auditor. 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 III". AUDITORS M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015. The Secretarial Auditors' Report is annexed as "Annexure IV". AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT The auditor's' report contain qualifications, in their report with regards to non-compliance of Accounting Standard 13 in respect of Gratuity Liability, which is self-explanatory. As regards observations of Secretarial Auditors in their report, your directors have to state that they are also self-explanatory in view of the non-operational nature of the Company, Meanwhile, the company has engaged the professional services of practicing company secretaries and has taken care to comply with applicable provisions of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY: During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary. (B) TECHNOLOGY ABSORPTION: The Company does not need any technology for its existing business. (Q FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings or outgo during the year. PARTICULARS OF EMPLOYEES The company does not have any employee and therefore information under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be given. 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 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 Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. RELATED PARTY TRANSACTIONS There were no Related Party Transactions during the year. BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner: DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. CORPORATE GOVERNANCE In terms of the Securities and Exchange Board of India ("SEBI") circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the compliance of provisions of the revised Clause 49 of the Listing Agreement are not mandatory to the Company for the time being. LISTING The shares of the Company are Listed on BSE Limited. However trading in shares of the Company has been suspended. 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. On behalf of the Board of Directors Arati Saran Chairperson DIN: 01157284 Date : 13.08.2015 Place :Mumbai |