26 Apr 2017 | Livemint.com

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Andhra Pradesh Tanneries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE (Pursuant to clause 49 of the Listing Agreement)

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company's philosophy of Corporate Governance is aimed at assisting the top management of the Company in the efficient conduct of its business and in meeting its obligations to the shareholders. However, at present the company is not fully in operation.

The Company is committed to learn and adopt the best practices of corporate governance.

I. BOARD OF DIRECTORS

The Present  strength of Board of Directors of Your Company was Five Directors.

E. Code of Conduct:

The Board has laid down a code of conduct for Board members and Senior management personnel of the Company. The Board members and Senior management personnel have affirmed compliance with the said code of conduct.

II AUDIT COMMITTEE

The Audit Committee comprises of following three Directors

1. Mrs. Aran' Saran - Director

2. Mr. Sanjiv Shah (upto 10.12.2013) - Independent and Non- Executive Director

3. Mr. Jehangir H.C Jehangir - Independent and Non- Executive Director

Mr. Sanjiv Shah, independent and non-executive director is the Chairman of the Audit Committee. The members of the Committee have the relevant experience in the field of finance, taxation and accounting, with Mr. Sanjiv Shah being a Chartered Accountant having good experience in Corporate finance and other related matters.

The Audit Committee reviewed only financial results for the year under Corporate Governance.

The powers and role of the Audit Committee over the matters specified under Clause 49 of the Listing Agreement such as oversight of the Company's financial reporting process, recommending the appointment/ re-appointment of statutory auditors; reviewing with the management annual financial statements; quarterly financial statements and matters as covered under role of audit committee in Clause 49. The audit committee has powers interalia, to investigate any activity within its terms of reference and to seek outside legal and professional advise.

6 meeting(s) of the Committee were held on 25.04.2013, 26.07.2013, 19.08.2013, 07.10.2013, 24.10.2013 and on 14.02.2014, during the financial year.

III WHISTLE BLOWER POLICY

The Company has not framed any whistle blower policy. However, no person has been denied any access to the audit committee.

The Company has not adopted non- mandatory requirements of clause 49. However the particulars relating to the remuneration committee are given in this report,

IV. SUBSIDIARY COMPANY

The Company has no subsidiary Company.

the resignation of Mr. Sanjiv Shah an independent Director, on TO1'1 December, 2013 has resulted in the number of Independent Directors falling below the limit as prescribed under Clause 49 of the Listing Agreement. As per the Listing Agreement, the management has 180 days, to fulfill the Board composition requirements.

(B). Non-executive directors compensation

None of the non-executive directors is paid any remuneration.

None of the Non- Executive directors holds any shares in the Company.

C. Independent Directors

The independent directors are not related to promoters or management at the Board level. They review at every board meeting legal compliance report prepared by the Company.

D. Board procedure

Six Board Meetings were held during the Financial Year 2013-2014. The dates on which the said meetings were held are as follows:

25.04.2013,26.07.2013,19.08.2013, 07.10.2013, 24.10.2013 and on 14.02.2014.

The company has not provided full information to the Board as required under Annexure I to clause 49.

All the directors have made necessary disclosures except one about the committee positions, they occupy in other companies.

Information required under clause 49 VIA of the Listing Agreement:

The particulars of Directors who are proposed to be appointed/ re-appointed at this Annual General Meeting, are given below, as required pursuant to clause 49 of the listing Agreement

1. Name: Mr. Ratheish Yelevarthy

Qualifications: Master in Leather Technology

Expertise: Leather Technologist

Other Directorships: NIL

Other Memberships: NIL

1. Name: Mr. Jehangir H. C. Jehangir

Qualifications: B.A.

Expertise: Vast knowledge and experience in investment companies and management of charitable trusts Other Directorships: Dai-ichi Karkaria Ltd, Hindustan Hardy Spicer Ltd. Other Memberships: NIL

1. Name: Ms. Sugandha Shelatkar

Qualifications: M.Com

Expertise: Accounts And Finance

Other Directorships: NIL

V.DISCLOSURE

A Related Party Transactions

The transactions with related parties are mentioned in the Balance Sheet and audited accounts.

B. Risk Management

The Board of Directors have been informed from time to time the business risks faced by the Company.

C. Proceeds from Initial Public Offerings (IPOs)

The Company has not made any IPO during the year.

D. REMUNERATION COMMITTEE

The remuneration committee comprises solely of independent non-executive directors namely Mr. Sanjiv Shah (upto 10.12.2013), Mr. Jehangir H. C. Jehangir and Mr. Subramaniam Sundaram. Mr. Sanjiv Shah is the Chairman of the Remuneration committee. No meeting of the Committee was held during the year under review.

No remuneration has been paid to the Directors of the Company during the year ended March 31,2014.

The Company does not have a scheme for grant of stock options.

E. Management

A separate report on Management Discussion and Analysis which forms part of the report is annexed.

F. SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE

Shareholders'/ Investors' Grievance Committee, comprises of Mrs. Arati Saran, Mr. Y Ratheish and Mr. Sanjiv Shah, (upto 10.12.2013). Mrs. Axati Saran is the Chairperson of the Committee.

The Committee looks into redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet non-receipt of declared dividend etc. Mr. Y Ratheish is appointed as the Compliance Officer.

Four meetings of the committee were held on during the year 2013-2014. The dates on which the meetings were held are as foUows:

25.04.2013,26.07.2013,24.10.2013 and on 14.02.2014

There were no complaints / share transfer requests received during the year.

Mo complaints / requests were received during the year. No requests tor transfer were received during the year ended 31s1 March, 2014

G. Postal Ballot

At the ensuing Annual General Meeting, there is no item on the agenda that needs approval by postal ballot.

H. MEANS OF COMMUNICATION

The company has submitted to the stock exchanges and published in the newspapers, the quarterly and half-yearly results in accordance with the Listing Agreement for the quarter ended December 31, 2013 and March 31,2014.

The Management Discussions and Analysis Report forms part of this Annual Report There were no presentations made to the institutional investors or analysts.

I.GENERAL SHAREHOLDERS' INFORMATION

1 Annual General Meeting

-Date and Time:Tuesday, September 30,2014 at 3.00 P.M

- Venue :Leather Complex Area. Nellimarla - 531217 Vizianagaram District Andhra Pradesh,

2 Financial Calendar : *Tentative

1st  April 2014 to 31st March 2015

First quarter results - last week of July*

Second quarter results - last week of October*

Third quarter results - last week of January*

Fourth quarter results - last week of April*

3. Date of Book Closure:

From Tuesday, September 30, 2014 to Tuesday, September 30, 2014.

4. Dividend Payment Date:

N.A.

5. Listing on Stock Exchange:

BSE Ltd. (BSE) Hyderabad Stock Exchange Limited

6(a) Stock Code –

Physical: 509367 at BSE

(b) ISIN Number in NSDL: and CDSL

The Company is awaiting Confirmation from National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialisation of the shares of the Company.

7 Stock Price Data:

The company's shares are not traded on the stock exchanges where they are listed.

8. Registrar & Transfer Agents:

Satellite Corporate Services Private Limited, having their office at B-302, Sony Apartment, OppSL Jude's High School, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400053.

9. Share Transfer System

Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order.

No requests for transfer were received during the year ended 31st March, 2013. 10. Distribution of shareholding as on 31st  March, 2014

10. Outstanding GDRs / ADRs/ Warrants or any convertible instruments conversion date and likely impact on equity:

Not Applicable

II. Dematerialization of shares and Liquidity

The Company is awaiting Confirmation from National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialisation of the shares of the Company.

12. Plant Locations:

The Company's plant is non -operational.

The Company's plant is located at: Leather Complex Area. Nellimarla - 531217 Vizianagaram District Andhra Pradesh

13. Address for Correspondences

Registrar and Share Transfer Agents:

Satellite Corporate Services Private limited

Unit: Andhra Pradesh Tanneries Limited

B-302, Sony Apartment, OppSt }ude's,High School Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400053 Tel:+9122 28520462 Fax: +91 2228511809

Compliance Officer

Mr. V Ratheish Compliance Officer

Leather Complex Area. Nellimarla - 531217 Vizianagaram District Andhra Pradesh

Tel.: + 08922-226728 Fax:

L CEC/CFO Certification

A Certificate from the Director of the Company in terms of Clause 49 (V) of the Listing Agreement was placed before the Board Meeting held on 29.05.2014 to approve the Audited Annual Accounts for the year ended 31* March, 2014.

Declaration

As provided under clause 49 of the listing agreement with the Stock Exchange the Board members and the senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and senior management for the year ended 31* March, 2014.

For ANDHRA PRADESH TANNERIES LIMITED

DIRECTOR