[Pursuant to Section 134(3) of the Companies Act, 2013]
To
The Members
ANDHRA PRADESH TANNERIES LIMITED
The Directors have pleasure in presenting the Fifty-Second Annual Report
together with the Audited Financial Statements for the year ended on March 31,2026.
OPERATIONS AND FINANCIAL RESULTS:
The Company's Plant is still not operational. The working results of the Company shows
Net Loss of Rs. 14,50,000/- for the financial year 2025-2026 and the losses are due to
administrative expenses incurred during the year 2025- 2026.
TRANSFER TO RESERVES
There was no transfer made to any Reserve during the year.
DIVIDEND
The Board of Directors does not recommend any dividend for the financial year
2025-2026.
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 29.05.2025,
14.08.2025, 13.11.2025 and 13.02.2026 The details of attendance at the meetings of the
Board of Directors are annexed to this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act, Mrs. Uma Yelavarthy (DIN:
07293822), Director, retires at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment.
Ms. Binita Patel has been appointed as the Company Secretary and Compliance Officer in
Whole-Time Employment of the Company with effect from May 01,2026.
DECLARATION FROM INDEPENDENT DIRECTORS
Directors who are independent directors, have given 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:
| Mrs. Uma Yelevarthy |
Director |
| Mr. Glen Sylvester Mascarenhas |
Independent Director |
| Mr. Narasimha Reddi Akkineni |
Whole-Time Director and CFO |
| Mr. Vibheeshana Rao Busurothu |
Independent Director |
The Board of Directors of your Company met 4 (Four) meetings of the Board of Directors
were held during the year on 29.05.2025, 14.08.2025, 13.11.2025 and 13.02.2026
| Name of the Director |
No. of Board Meetings attended |
| 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. Mr. Vibheeshana Rao Busurothu |
Independent Director |
| 2. Mr. Glen Sylvester Mascarenhas |
Independent Director |
| 3. Mrs. Uma Yelevarthy |
Director |
Members of the Audit Committee met 4 (Four) times during the year i.e. on 29.05.2025,
14.08.2025, 13.11.2025 and 13.02.2026.
The details of meetings attended by the members are as follows:
| Name of the Director |
No. of Meetings attended |
| Mr. Glen Sylvester Mascarenhas |
4 |
| Mr. Vibheeshana Rao Busurothu |
4 |
| Mrs. Uma Yelevarthy |
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. Mr. Glen Sylvester Mascarenhas |
Independent Director |
| 2. Mr. Vibheeshana Rao Busurothu |
Independent Director |
| 3. Mrs.Uma Yelevarthy |
Director |
Members of the Nomination and Remuneration Committee met 1 (One) times during the year
i.e. on 29.05.2025 The details of meetings attended by the members are as follows:
| Name of the Director |
No. of Meetings attended |
| Mr. Glen Sylvester Mascarenhas |
1 |
| Mr. Vibheeshana Rao Busurothu |
1 |
| Mrs. Uma Yelevarthy |
1 |
d. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee of the Board of directors of the Company
consists of the following members:
| 1. Mr. Glen Sylvester Mascarenhas |
Independent Director |
| 2. Mr. Vibheeshana Rao Busurothu |
Independent Director |
| 3. Mrs. Uma Yelevarthy |
Director |
Members of the Stakeholders Relationship Committee met 1 (One) times during the year
i.e. on 29.05.2025 The details of meetings attended by the members are as follows:
| Name of the Director |
No. of Meetings attended |
| Mr. Glen Sylvester Mascarenhas |
1 |
| Mr. Vibheeshana Rao Busurothu |
1 |
| Mrs. Uma Yelevarthy |
1 |
VIGIL MECHANISM
The Company has in place 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; The Management is
in process for making efforts to revive the operations of the Company.
(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 a system of internal financial controls commensurate with its nature
and size of operation of the Company.
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, the Annual Return of
the Company as at 31st March, 2026 is uploaded on the website of the Company a
https://www.aptl.net.in/annual_return.html
AUDITORS
The Members of the company had, at its Annual General Meeting (AGM) held on 18th March,
2025 appointed M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration
No: 101424W) as the Statutory Auditors for a further period of 5 (five) consecutive years
from the conclusion of the Fiftieth (50th) AGM till the conclusion of the fifty- fifth
(55th) AGM held in the year 2029. M/s Bhogilal C. Shah & 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 2025-2026.
The Secretarial Auditors' Report is annexed as Annexure I.
STATUTORY AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
As regards the observations made by the Statutory Auditors and Secretarial Auditors,
the same are self-explanatory. The management submits that there is no operation in the
Company due to the financial crisis. Trading in the shares of the Company has also been
suspended on the stock exchanges. Efforts are being made to revive the operations of the
Company.
During the year under review, there were no instances of fraud reported by the
auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the
Board of Directors.
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 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Due to no operations, Conservation of energy, Technology Absorption, Foreign Exchange
Earnings and Outgoings are Not Applicable to the Company.
PARTICULARS OF EMPLOYEES
Due to no operations, there are no employees 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
Their 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 during the year
ended March 31,2026. 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. LISTING AGREEMENT AND LISTING FEES
The Company entered into a 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 not paid the listing fees to BSE Limited for the financial year
2025-2026, owing to the financial crisis and non-operational status of the Company.
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
the Company.
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.
The particulars are as follows:
(a) Number of complaints of sexual harassment received in the year - NIL
(b) Number of complaints disposed off during the year - NIL
(c) Number of cases pending for more than ninety days - NIL
COMPLIANCE OF THE PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961
The Company is in compliance with Maternity Benefit Act, 1961 during the financial year
2025-2026.
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 |
|
Place: Mumbai |
|
|
Date: 13.08.2026 |
Busurothu Vibheeshana Rao |
Narasimha Reddi Akkineni |
|
Director |
Whole-time Director |
|
DIN No. 09435439 |
DIN No. 09435476 |
|
Ms. Binita Patel |
|
|
Company Secretary |
|
|