Amin Tannery Ltd

Dear Shareholder.

The Directors of your Company have pleasure in presenting the 11 th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31 st March 2024:

DIVIDEND: The Board of Directors of your Company have not recommended dividend for the year ended 31st March, 2024.

EXTRACT OF ANNUAL RETURN: The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in prescribed form MGT-9 is uploaded on company's website www.amintannery.in.

OPERATIONAL REVIEW: During the year under review, the income from operation of the company Rs. 4717.72 lacs as compared to last year Rs. 5264.34 lacs and P B T is 47.65 lacs, against 51.01 in last year shows a marginal decline in turnover as well as PBT.

SUBSIDIARY COMPANIES: During the year under review Company has no subsidiary.

INDUSTRIAL RELATIONS: During the period industrial relations have been extremely cordial. Employees' cooperation and co-ordination had been an important factor in the growth of the organization.

FIXED DEPOSITS The Company has not accepted/renewed any deposit during the year under review, under the provisions of the Companies Act 2013 and the rules framed thereunder.

MATERIAL CHANGES AFFECTING THE COMPANY: There have been no material changes and commitments affecting the financial position of the Company between the end of financial year and date of Reports There has been no change in the nature of business of the Company.

SECRETARIAL STANDARDS: The Directors state that the Secretarial standards i.e., SS-1, SS-2. SS-3 and SS-4 relating to Meetings of the Board of Directors, General Meeting, Dividend and Report of Board of Directors respectively. Have been duly followed by the Company.

INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

HUMAN RESOURCES MANAGEMENT: Employees are vital to the Company. We have created a favorable work environment that encourages humble relationship. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. The Company also has started with collaboration of UP Leather Industries Association a training centre for recruiting trained labors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various intervention and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including Sexual harassment.

During the year ended 31 March 2024, no complaint pertaining to sexual harassment was received by the Company. However, company has no women employees during the year under review.

GLOBAL HEALTH PANDEMIC FROM COVID-19: The World Health Organization declared a global pandemic of the Novel Coronavirus disease (Covid-19) on February 11,2020. In enforcing social distancing to contain the spread of the disease, our officers and employees have been operating with effective measures for a period of time. To effectively respond and manage our operations through this crisis, the company triggered its business continuity management program, chaired by the Chief Operating Officer. In keeping with its employee-safety-first approach.

PARTICULARS OF EMPLOYEES: A statement of particulars of employees as specified under the Companies Act, 2013 as amended from time to time, is set out in the Annexure forming part of Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, and FOREIGN EXCHANGE EARNING & OUTGO:

The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the Companies Act. 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: No significant or material orders were passed by the Regulators or Courts or Tribunals during the year under review.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM: To create enduring value for all stakeholders and ensure the highest level of honesty, and ethical behavior in all its operations, the Company has formulated a Vigil Mechanism named as AMIN Whistle Blower Policy' in addition to the existing code of conduct that governs the action of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, Unethical or inappropriate events (behaviors or practices) that effect Company's interest/image. A copy of the Policy is available on the website of the Company and may be accessed through the web link: https://amintannery.in.

DIRECTORS & KMP: In terms of Article 125 of the Articles of Association of the Company, Mr. Iqbal Ahsan retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. Brief resume of all the Directors, their expertise in specific functional areas and names of other companies in which Directorship held and the membership of committee of the Board as stipulated under the listing Agreement are given in corporate governance annexure, attached to this report.

DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013.

POLICYON DIRECTORS'APPOINTMENT AND REMUNERATION: For the purpose of selection of any Director, the Nomination &Remuneration Committee identifies persons of integnty who posses' relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act.2013 or other applicable laws.

The Board has, on the recommendation of the Nomination &Remuneration Committee framed a policy for selection, appointment and remuneration of Directors &senior Management

The Remuneration policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS: In compliance with the requirements of Regulation 27 of the listing Agreement, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles rights responsibilities in the Company, nature of the Company in which Company operates, business model etc.

REPORT ON CORPORATE GOVERNANCE: Pursuant to Regulation 27 of the Listing Agreement, a report on Corporate Governance is given in Annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) read with section 134(3)( c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a going concern basis.

AUDITORS:

M/s. Kapoor Tandon & Company Chartered Accountants Kanpur (Registration No 000952C) the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re-appointment, they have furnished a certificate to the effect that their re-appointment if made will be in accordance with the provisions of the Companies Act,2013. The Board of Directors recommend their appointment.

COST AUDITOR:

As the requirement of Cost Audit report does not applicable to the Company as per MCA circular. Hence no Cost Auditor was appointed and no report was filed.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S K.N. Shridhar, & Associates. Company secretary Kanpur to undertake the secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "annexure B"

The Audit Report and the Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark by the Auditors.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of Loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the audit Committee and Board is available on the website of the Company www.amintannery.in.

All contracts/arrangements entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arm's length basis. The Audit Committee and the Board of Directors reviewed the transaction (which is repetitive in nature) and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of the financial statement. The particulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed hereto.

AUDITORS'REPORT:

The comments of the Auditors in their Audit Report and reference to "Notes on Accounts" forming part of the Financial Results are self explanatory and need no further comments.

ACKNOWLEDGMENT:

Your directors would like to express their gratitude and appreciation for the continued support and co-operation received from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges and Shareholders.

Your directors wish to place their deep sense of appreciation on record for the devoted services of the officers, staff and workers of the Company.