You are here » Home » Companies » Company Overview » Euro Leder Fashion Ltd

Euro Leder Fashion Ltd.

BSE: 526468 Sector: Others
NSE: N.A. ISIN Code: INE940E01011
BSE LIVE 13:27 | 17 Nov 16.55 0.05
(0.30%)
OPEN

17.30

HIGH

17.30

LOW

16.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.30
PREVIOUS CLOSE 16.50
VOLUME 6202
52-Week high 25.00
52-Week low 9.50
P/E 12.83
Mkt Cap.(Rs cr) 7
Buy Price 16.55
Buy Qty 1.00
Sell Price 17.10
Sell Qty 51.00
OPEN 17.30
CLOSE 16.50
VOLUME 6202
52-Week high 25.00
52-Week low 9.50
P/E 12.83
Mkt Cap.(Rs cr) 7
Buy Price 16.55
Buy Qty 1.00
Sell Price 17.10
Sell Qty 51.00

Euro Leder Fashion Ltd. (EUROLEDERFASH) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty Forth Annual Report together withAudited accounts for the year ended 31.03.2016

FINANCIAL PERFORMANCE

The summarized financial results for the year ended 31.03.2016 and for the previousyear 31.03.2015 are as under:

(Rs. in lakhs)
PARTICULARS 2016 2015
Total Income 6327.58 5139.46
Less: Total Expenses 6227.99 5070.84
Profit before Depreciation and Taxation 99.58 68.62
Less: Depreciation 36.65 20.07
Profit before Tax 62.93 48.55
Provision for Tax 17.54 20.61
Profit after Tax 45.39 27.93
Profit brought forward 661.84 633.91
Profit available for appropriation 707.23 661.84
Profit/Loss carried to Balance Sheet 707.23 661.84

2. PERFORMANCE:

The Company has earned a total income of Rs.6327.58 Lakhs during the year 2015-16 andmade a profit before tax of Rs.62.93 Lakhs. The total profit after tax for the year2015-16 is Rs.45.39 Lakhs compared to Rs.27.93 Lakhs in 2014-15

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in the Business of Manufacturing of Leather Garments. There hasbeen no change in the nature of business during the year compared to previous year.

4. DIVIDEND:

Your Directors of the Company decided to plough back the profit for the year and hencedo not recommend any dividend for the year. The company has not transferred any amount tothe general reserve.

5. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares. The Authorised Capital remained the same as previous year. However thecompany during the year had received an amount of Rs.2681250/- towards the calls inarrears and the Paid Up capital as on 31st March 2016 is Rs.39051750/-.

6. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary joint venture associate company as at March31 2016. Hence the details and performance thereof do not arise.

7. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.

8. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans given guarantees and provided security asprovided under Section 186 of the Act during the year under review. The Company hadinvested in Canara Rebeco Gold Saving Fund during the year and the total investment as atMarch 31 2016 is Rs.23.60 Lakhs which is within the limits specified under section 186of the Act.

9. DIRECTORS:

The Board of the Company consists of Five Directors out of which four are IndependentDirectors and one is Whole Time Director.

Appointment / Re-Appointment:

Shri. RM Lakshmanan While – Time - Director retires by rotation at theforthcoming Annual General Meeting and is eligible for reappointment.

In terms of Section 149 and other applicable provisions of the Companies Act 2013read with Rules thereon the Board recommends the re-appointment of three IndependentDirectors of the Company viz. Shri. P. S. Nathan Shri. S. Jambunath and Shri. N.Meenakshi Sundaram for a period of two years with effect from 18th September2016

The Board seeks your approval for increasing the remuneration of Shri. RM Lakshmanan(DIN: 00039603) Whole Time Director of the Company from Rs. 40000 /- (Rupees FortyThousand Only) per month to Rs. 125000/- (Rupees One Lakh Twenty Five Thousand Only) permonth.

10. BOARD MEETINGS:

During the year under review the Board of Directors met 5 times on 27thApril 2015 29th May 2015 31st July 2015 12th November2015 and 10th February 2016 and the gap between two meetings was not more than120 days. The particulars of name of the Directors and attendance are mentioned below:

Name of the Director Designation & Category No. of Board Meetings in the year 2015- 2016 Attendance at 23rd AGM No. of Other Directorship in Other Public / Private Companies No. of Membership/ Chairmanship in Other Companies Board Committee
Held Attended
Shri. N.Meenakshisundaram Director(NEID) 5 5 Yes Nil Nil
Shri. RM. Lakshmanan Whole-Time Director 5 5 Yes 2 Nil
Shri.S.Jambunath Director(NEID) 5 5 Yes Nil Nil
Shri. P S Nathan Director(NEID) 5 1 No 3 Nil
Mrs. Jayamalini Women / Independent Director 5 4 No Nil Nil

11. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

As required under Section 149(7) all the Independent Directors of the Company havesubmitted their annual declaration stating that they meet the criteria of independence asstated Section 149(6) of the Companies Act 2013.

12. COMMITTEES OF THE BOARD:

A) Audit Committee

The Audit Committee consists of three (3) Independent Directors as on 31.03.2016. Allthe members of the Audit Committee have accounting financial and management expertise.The terms of reference of the Audit Committee include the following:

(i) recommendation for appointment remuneration and terms of appointment of auditorsof the company; (ii) review and monitor the auditor’s independence and performanceand effectiveness of audit process; (iii) examination of the financial statement and theauditors’ report thereon; (iv) approval or any subsequent modification oftransactions of the company with related parties; (v) scrutiny of inter-corporate loansand investments; (vi) valuation of undertakings or assets of the company wherevernecessary; (vii) evaluation of internal financial controls and risk management systems;(viii) Monitoring the end use of funds raised through public offers and related parties.

During the year the Committee met four times on 29th May 2015 31stJuly 2015 12th November 2015 and 10th February 2016.

Name of the Member Status Category Meetings
Held Attended
Shri. P. S. Nathan Chairman Independent Director 4 1
Shri.N.Meenakshi Sundaram Member Independent Director 4 4
Shri.S.Jambunath Member Independent Director 4 4

B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013. Incompliance with Section 178 of the Companies Act 2013 the Board has framed a policy forselection and appointment of Directors Senior Management and their remuneration andincluding criteria for determining qualifications positive attributes independence ofDirectors and other matters.

The terms of reference of the Committee inter alia include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selecting candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions;

Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and Senior Management Employees and theirremuneration;

Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the r relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

Name Of Director Status
Shri. N. Meenakshi Sundaram Chairman
Shri. S. Jambunath Member
Shri. P. S. Nathan Member

During the year committee met on 30.05.2015

C) Stakeholders Relationship Committee

The Stakeholders Relationship Committee reviews the following:

Transfer / Transmission of shares

Issue of duplicate share certificate

Review of shares dematerialized and all other related matters

Monitors expeditious redressal of investors’ grievances

Non – receipt of Annual Report

During the year the Committee met Six times on 31st August 2015 23rdSeptember 2015 30th September 2015 11th November 2015 31stDecember 2015 & 04th January 2016. During the year under review theCompany has not received any grievance / complaint.

Name of Directors Status No. of Meetings
Held Attended
Shri. S. Jambunath Chairman 6 6
Shri. RM. Lakshmanan Member 6 6
Shri. N. Meenakshisundaram Member 6 6

13. CODE OF CONDUCT:

The Board of Directors has adopted a Code of Ethics and Business Conduct for theDirectors and Senior Personnel. The Code is a comprehensive one applicable to allDirectors Executive and Non-Executive and members of Senior Management .The Code hasbeen circulated to all the members of the Board and senior personnel and they haveaffirmed compliance of the same.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of their knowledge belief and according to the information’s andexplanations obtained by them the Directors pursuant to Section 134 of the Companies Act2013 hereby state that:

1) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made for the same.

2) the directors had selected appropriate accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31st March 2016 andof the Profit of the Company for the year ended 31st March 2016

3) the directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities

4) the annual accounts have been prepared the annual accounts on a going concern basis

5) the directors had laid down proper and sufficient internal financial controls andpolicies and procedures of such internal financial controls are adequate and operatingeffectively.

6) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS:

M/s N Venkatesan Associates Chartered Accountants Chennai (FRN: 004632S) wereappointed as Statutory Auditors of the company in the 22nd Annual GeneralMeeting of the Company held on 18.09.2014 until the conclusion of 25th AnnualGeneral Meeting subject to ratification by shareholders at every consecutive AnnualGeneral Meeting. The Directors recommend the ratification of the appointment of StatutoryAuditors to carry out the audit for the financial year 2016-17. The Statutory Auditorshave confirmed their eligibility under Section 141 of the Companies Act 2013 and rulesframed there under for their reappointment as Statutory Auditors of the Company.

16. COMMENTS ON AUDITORS’ REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. N Venkatesan Associates Statutory Auditors in their report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company during theyear under review.

17. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Shri. S. Ananthanarayan Practicing Company Secretary as Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year ended March 31 2016.The Secretarial Audit Report attached with this report as Annexure – A.

Reply to point 4 of the Secretarial Auditor’s report:

i) The Company is in the process of identifying a suitable candidate for appointment asCompany Secretary.

18. EXTRACTS OF THE ANNUAL RETURN:

The extract of Annual Return of the Company in prescribed Form MGT – 9 for thefinancial year ended 31st March 2016 is attached to the report by way ofAnnexure – B.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company’soperation in future.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments were made affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

21. PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 850000/- or above per month andRs.10200000/-or above per year. Hence details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany and the same will be furnished without any fee and free of cost.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure –C.

23. RELATED PARTY TRANSACTIONS:

All the transactions with the related parties entered into during the period underreview had been in the ordinary course of business and at arm’s length basis. Thedetails of related party transaction pursuant to clause (h) of sub -section 134 of theAct is enclosed in Form AOC-2 as Annexure – D.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report emphasizing the business details isattached and forms part of the report as Annexure - E.

25. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 does not apply to your Company as your Company’s equity share Capital and networth is below the threshold limit prescribed under the said Regulation. Hence the Reporton Corporate Governance is not provided.

26. LISTING WITH STOCK EXCHANGE:

The Company’s equity shares are listed in BSE Ltd. The annual listing fee has beenpaid for the year 2016 – 2017.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility are not applicable to the Company.

28. VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act 2013 the Company has set up a WhistleBlower policy. In terms of the said policy the Directors and employees are given directaccess to the Chairman of the Audit Committee to report genuine concerns or grievances.Adequate safeguards are in place against victimization of employees who availed themechanism.

29. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Audit Committee has also revisited the Risk Management Policy and has takensteps to strengthen the Risk Management process in keeping with the changes in theexternal environment and business needs.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. In addition to the InternalControl Systems the Board has laid emphasis on adequate Internal Financial Controls toensure that the financial affairs of the Company are carried out with due diligence. Theseare routinely tested and certified by the Internal Auditors. Significant auditobservations and follow up actions thereon are reported to the Audit Committee.

30. ANNUAL EVALUATION BY THE BOARD:

Pursuant to Section 134 of Companies Act 2013 and in compliance with the ListingAgreement the Board of Directors has carried out an annual performance evaluation of theBoard its Committees and Directors individually is carried out as per the criteria laiddown by the Nomination and Remuneration Committee.

Accordingly as per Schedule V of Companies Act 2013 the Independent Directors of theCompany at their separate meeting evaluated the performance of non independent directorsand the Board as a whole. They also evaluated the performance of Chairman of the Companyand flow of information from the Management to the Board.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROBHITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year under review no complaint has been received.

32. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to the ShareholdersCustomers Suppliers Banks and Government for their valuable assistance and support.

Your Directors wish to place on record their appreciation of the sincere efforts put inby the employees of the Company at all levels.

On Behalf of the Board.
Place: Chennai RM.Lakshmanan S.Jambunath
Date: 30.07.2016 Whole Time Director Director

ANNEXURE - A

Secretarial Audit Report

(For the Year ended 31 March 2016)

Form No. MR-3

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Euro Leder Fashion Limited CIN: L18209TN1992PLC022134 99 G. S. T. Road PallavaramChennai 600 043

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Euro Leder Fashion Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the Financial Year ended March 31 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter. Members are requested to read this report along with myletter of even date annexed to this report as Annexure- 1.

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Euro Leder Fashion Limited ("The Company") for the yearended March 31 2016 according to the provisions of:

i. The Companies Act 2013 (the Act) and the Rules made thereunder; ii. The SecuritiesContracts (Regulation) Act 1956 (‘SCRA’) and the Rules made thereunder; iii.The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder; iv. ForeignExchange Management Act 1999 and the Rules and Regulations made thereunder to the extentof Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings; v. The following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act 1992 (‘SEBI Act’) to the extent applicable tothe Company:-a. The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011; b. The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992; c. The Securities and Exchange Boardof India (Issue of Capital and Disclosure Requirements) Regulations 2009; d. TheSecurities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations 1993 regarding the Companies Act and dealing with client; The SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) vi. The Memorandum andArticles of Association.

During the year ended under review the Company has complied with provisions of the ActRules Regulations Guidelines Standards etc mentioned above.

Other Laws applicable to the Company Industrial Disputes Act 1947 The Payment of WagesAct 1936 The Minimum Wages Act 1948 The payment of Gratuity Act 1972

The Contract Labour (Regulation and Abolition) Act 1970 The Income Tax Act 1961 Shopsand Establishments Act 1948 The Customs Act 1962 The Finance Act

I have also examined compliance with the applicable clauses of the following; i) TheSecretarial Standards issue by the institute of Company Secretaries of India ii) TheListing Agreement entered in to by the Company with BSE Ltd

2. I have been informed that for the financial year ended March 31 2016

i. the Company was not required to maintain books papers minute books forms andreturns according to the provisions of for following Regulations and Guidelines under SEBIAct:

(a) The Securities and Exchange Board of India (Employees Stock Option Scheme andEmployees Stock Option Purchase Scheme) Guidelines 1999; (b) The Securities and ExchangeBoard of India (Issue and Listing of Debt Securities) Regulations 2008; (c) TheSecurities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009; (d)The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998. (e)The Maternity Benefit Act 1961 (f) Competition Act 2002 (g) Legal Metrology Act 2009.

ii. there are no laws specifically applicable to the Company the books papers minutebooks forms and returns of which were required to be examined by me for the purpose ofthe audit.

3. I have examined compliance with the Secretarial Standards 1 and 2 issued by TheInstitute of Company Secretaries of India.

4. During the period under review to the best of my knowledge and belief and accordingto the information and explanations given to me the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc mentioned inparagraph 1 above to the extent applicable except the following:

The company has not appointed a Company Secretary

5. I further report that

- The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

- Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

- Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

- The Company has obtained all necessary approvals under the various provisions of theAct; and

- There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.

- The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

6. I further report that the Company has complied with the provisions of theDepositories Act 1996 and the Byelaws framed thereunder by the Depositories with regardto dematerialization of securities and reconciliation of records of dematerializedsecurities with all securities issued by the Company.

7. I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

Place : Chennai S. ANANTHANARAYAN
Date : May 14 2016 FCS 2713 CP 1828

Annexure- 1 to the Secretarial Audit Report of even date To

The Members

Euro Leder Fashion Limited CIN: L18209TN1992PLC022134 99 G. S. T. Road PallavaramChennai 600 043

My Secretarial Audit Report of even date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of thecompany: My responsibility is to make a report based on the secretarial records producedto me for my audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in thesecretarial records. I believe that the processes and practices I followed provide areasonable basis of my report.

3. I have not verified the correctness and appropriateness of financial records andbooks of account of the Company.

4. I have obtained the management’s representation about the compliance of lawsrules and regulations and happening of events wherever required.

5. Compliance with the provisions of the Corporate and other applicable laws rules andregulations is the responsibility of the management: My examination was limited to theverification of procedure on test basis. Actions carried out by the Company based onindependent legal/professional opinion obtained have not been considered as non-compliancewherever there was scope for multiple interpretations especially since this is the firstfull year in which the Companies Act 2013 has become operational.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Place : Chennai S. ANANTHANARAYAN
Date : May 14 2016 FCS 2713 CP 1828

ANNEXURE - C

STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT

1. CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy;

The Company has been laying emphasis on the conservation of energy and taking severalmeasures like effective control on utilization of energy and regular monitoring of itsconsumption etc. The adoption of energy conservation measures has helped the Company inreduction of cost and reduced machine down-time.

(ii) the steps taken by the Company for utilising alternate sources of energy;

During the year the Company has not taken any steps for utilizing alternate sources ofenergy. However the Company is exploring the opportunities to use alternate sources ofenergy such as solar power LED lights etc.

(iii) the capital investment on energy conservation equipments;

During the year the Company has not made any capital investment on energy conservationequipments.

II. TECHNOLOGY ABSORPTION

Research and Development

Though the Company does not have separate R&D establishment activities are carriedout by the design and quality control departments.

Technology absorption adaptation and innovation

The manufacturing activity is confined to simple cutting and stitching of leathergarments and hence absorption adaptation and innovation of technology do not arise.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

EARNINGS:

F O B Value of Exports. : RS.5329.84 Lakhs
Out Go:
Foreign Travel : Rs.16.99 Lakhs

 

On Behalf of the Board.
SD/- SD/-
Chennai RM.Lakshmanan S.Jambunath
30.07.2016 Whole Time Director Director

ANNEXURE-D

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Sl. No Particulars Details
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any NIL
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

Sl. No Particulars Details
(a) Name(s) of the related party and nature of relationship Smt. L. Meenal Wife Of Director
(b) Nature of contracts/arrangements/transactions Payment of Rent
(c) Duration of the contracts / arrangements/transactions 11 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs.900000/- p.a.
(e) Date(s) of approval by the Board 15th July 2009
(f) Amount paid as advances if any Rs.1500000/-