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EQUITY - MARKET SCREENER

Andhra Pradesh Tanneries Ltd
Industry :  Leather / Leather Products
BSE Code
ISIN Demat
Book Value()
509367
INE628Y01010
-56.5486364
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
1.47
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Mar 28, 2024 07:41 PM

[Pursuant to Section 134(3) of the Companies Act, 2013]

To

The Members

ANDHRA PRADESH TANNERIES LIMITED

The Directors have pleasure in presenting the Forty-Ninth Annual Report together with the Audited Financial Statements for the year ended on March 31, 2023.

OPERATIONS AND FINANCIAL RESULTS:

The Company's Plant is still not operational. The working results of the Company shows Net Loss of 18,00,089 for the financial year 2022-2023 and the losses are due to administrative expenses incurred during the year 2022-2023.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

In view of the losses of the Company, the Board of directors do not recommend any dividend for the financial year 2022-2023.

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 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 on 26.05.2022, 01.08.2022, 11.11.2022 and 10.02.2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and Articles of Association, Mr. Narasimha Reddi Akkineni (DIN: 09435476) Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

b) Company Secretary

Mr.Tirth Mody has resigned as the Company Secretary and Compliance Officer with effect from June 30, 2022.

The Board expresses its gratitude to Mr.Tirth Mody for the services rendered by him during his tenure with the Company.

Mrs. Maitri Gala has been appointed as the Company Secretary and Compliance Officer in Whole-Time Employment of the Company with effect from August 01, 2022.

DECLARATION FROM INDEPENDENT DIRECTORS

Directors 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:

Ms. Sugandha Digambar Shelatkar Independent Director
Mrs. Uma Yelevarthy Director
Mr. Glen Sylvester Mascarenhas Independent Director
Mr. Narasimha Reddi Akkineni Whole-Time Director and CFO
Mr. Vibheeshana Rao Busurothu Director

The Board of Directors of your Company met 4 (Four) times during the year to deliberate on various matters i.e. on 26.05.2022, 01.08.2022, 11.11.2022 and 10.02.2023.

Name of the Director

No. of Board Meetings attended
Ms. Sugandha Digambar Shelatkar 4
Mrs. Uma Yelevarthy 4
Mr. Glen Sylvester Mascarenhas 4
Mr. Narasimha Reddi Akkineni 4
Mr. Vibheeshana Rao Busurothu 4

b. Audit Committee:

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

1 Ms. Sugandha Digambar Shelatkar - Independent Director

2 Mr. Vibheeshana Rao Busurothu - Independent Director

3 Mr. Glen Sylvester Mascarenhas - Independent Director

Members of the Audit Committee met 4 (Four) times during the year i.e. on 26.05.2022, 01.08.2022, 11.11.2022 and 10.02.2023 The details of meetings attended by the members are as follows:

Name of the Director

No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 4
Mr. Glen Sylvester Mascarenhas 4
Mr. Vibheeshana Rao Busurothu 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 Mr. Glen Sylvester Mascarenhas - Independent Director

3 Mr. Vibheeshana Rao Busurothu - Independent Director

Members of the Nomination and Remuneration Committee met 2 (Two) time during the year i.e. on 26.05.2022 and 01.08.2022.

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

Name of the Director

No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 2
Mr. Glen Sylvester Mascarenhas 2
Mr. Vibheeshana Rao Busurot 2

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 Mr. Glen Sylvester Mascarenhas Independent Director
3 Mr. Vibheeshana Rao Busurot Independent Director

Members of the Stakeholders Relationship Committee met 1 (One) times during the year i.e. on 26.05.2022

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

Name of the Director

No. of Meetings attended
Ms. Sugandha Digambar Shelatkar 1
Mr. Glen Sylvester Mascarenhas 1
Mr. Vibheeshana Rao Busurot 1

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 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

The Company has system of internal financial controls commensurate with its nature and size of business. The Company generally adheres to rules, policy, statutes and laws ensuring that statutory compliances for the same.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31st March, 2023 is uploaded on the website of the Company a https://aptl.net.in/pdf/APTL_MGT_8_AR_APTL_AGM.pdf

AUDITORS

The Members of the company had, at its Annual General Meeting (AGM) held on 21st September, 2022 had appointed M/s Ajay Dhoot & Co, Chartered Accountants, (ICAI Registration No. 100196W) as the Statutory Auditors for a further period of 5 (five) consecutive years, M/s Ajay Dhoot & Co Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

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 2022-2023.

The Secretarial Auditors' Report is annexed as Annexure I.

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.

SECRETARIAL STANDARDS

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, 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.

PARTICULARS OF EMPLOYEES

Due to no operations, there is no employee in the company who are receiving remuneration, so no information is required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.

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 AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1, 2015.

The Company has paid the listing fees to BSE Limited for the year 2023-2024.

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.

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.

On behalf of the Board of Directors

ANDHRA PRADESH TANNERIES LIMITED

Sugandha Shelatkar

Narasimha Reddi Akkineni

Place: Mumbai

Director

Wholetime Director

Date:25.05.2023

DIN No. 06906156

DIN No. 09435476