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Sreeleathers Ltd.

BSE: 535601 Sector: Others
NSE: SREEL ISIN Code: INE099F01013
BSE LIVE 15:47 | 18 Oct 197.90 5.40
(2.81%)
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194.00

HIGH

205.00

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188.00

NSE 15:46 | 18 Oct 197.50 3.50
(1.80%)
OPEN

201.00

HIGH

205.00

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OPEN 194.00
PREVIOUS CLOSE 192.50
VOLUME 13680
52-Week high 236.15
52-Week low 104.00
P/E 32.71
Mkt Cap.(Rs cr) 498
Buy Price 197.90
Buy Qty 60.00
Sell Price 0.00
Sell Qty 0.00
OPEN 194.00
CLOSE 192.50
VOLUME 13680
52-Week high 236.15
52-Week low 104.00
P/E 32.71
Mkt Cap.(Rs cr) 498
Buy Price 197.90
Buy Qty 60.00
Sell Price 0.00
Sell Qty 0.00

Sreeleathers Ltd. (SREEL) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 25th Annual Report together with theAudited Financial Statements of the Company for the Year ended March 31 2016.

FINANCIAL RESULTS:

(Rs In Lacs)

Particulars March 31 2016 March 31 2015
Receipt from Operations 7973.31 6676.23
Profit before depreciation & taxes 1866.25 1359.39
Less: Depreciation 123.66 112.72
Profit Before Tax 1742.59 1246.67
Less: Provision for:
(a) Income Tax 627.44 419.13
(b) Deferred Tax (14.81) (16.80)
Profit after tax 1129.96 844.34
Add: Balance brought forward from last year 2992.86 2148.56
Profit available for appropriation 4122.82 2992.90
Adjustment for Depreciation - 0.04
Balance carried to Balance sheet 4122.82 2992.86

The company does not propose to transfer any amount to the General Reserves. An amountof Rs. 4122.82Lacs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs.7973.31lacs a growth of around 20% against Rs.6676.23lacs in the previous year. Profit before depreciation and taxation is Rs.1866.25 lacsagainst Rs. 1359.39 lacs in the previous year. After providing for depreciation andtaxation of Rs.123.66 lacs & Rs. 612.63 lacs respectively as against Rs. 112.72 lacs& Rs. 402.33 lacs respectively in the previous year the net profit of the Company forthe year under review was placed at Rs.1129.96 lacs as against Rs.844.34 lacs in theprevious year.

In spite of tough market conditions and very high levels of competition thecompany’s turnover in terms of value has increased by around 20% during the yearunder review and Profit after tax has increased by 33.82%.

DIVIDEND:

Your Directors regret for not recommending any dividend for the year under review. Thedirectors foresee to make further expansions in business and for this the profits areploughed back.

SHARE CAPITAL:

The paid up equity capital as on March 31 2016 was Rs.2515.50 lacs. The company hasnot issued any shares with differential voting rights nor granted stock options nor sweatequity during the year under review.

FINANCE:

Cash and cash equivalents as at March 31 2016 was Rs.1806.50 lacs. The companycontinues to focus on judicious management of its working capital receivables andinventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company are given in the notes to the financialstatements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System and risk mitigation system commensuratewith the size scale and complexity of its operations. The scope and authority of theInternal Audit function is defined in the Internal Audit Manual. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board & to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for the schemes for promotion of education vocationaltraining livelihood enhancement projects & sanitation. The contributions in thisregard have been made to the registered trust which is undertaking these schemes. TheAnnual Report on CSR activities is annexed herewith as: Annexure A

CONSERVATION OF ENERGY: a) Company ensures that the operations are conducted in themanner whereby optimum utilization and maximum possible savings of energy is achieved. b)No specific investment has been made in reduction in energy consumption. c) As the impactof measures taken for conservation and optimum utilization of energy are not quantitativeits impact on cost cannot be stated accurately. d) Since the Company does not fall underthe list of industries which should furnish this information in Form A annexed to theaforesaid Rules the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

The Company doesn’t have any in-house R & D Facility. The Company has notimported any technology during the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATE AND THE DATE OF REPORT

Management does not perceive any material changes occurred subsequent to the close offinancial year as on 31.03.2016 and before the date of Report dated 28.05.2016 affectingfinancial position of the company in any substantial manner.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

DIRECTORS:

There is no change in the composition of the Board of Directors during the period underreview.

Director Sri Sumanta Dey (DIN 00647680) retires by rotation and being eligible offershimself for re-appointment. Sri Sumanta Dey was appointed as Non-Executive Directorliable to retirement by rotation in the last A.G.M. in September 2015. The Board nowrecommends the re-appointment of Sri Sumanta Dey as Non-Executive Director. Allindependent directors have given declarations that they meet the criteria of independenceas laid down under section 149(6) of the Companies Act 2013 and there is no change intheir status of independence.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Appointment & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3)(c ) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. All related party transactions are placed before theaudit committee as also to the Board for approval.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be viewed athttp://www.sreeleathers.com/SL/Relatedparty.pdf.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviour of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Conduct" which forms an Appendix to the Code. The Code has been posted onthe Company’s website www.sreeleathers.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company(www.sreeleathers.com).

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

Disclosure under the Sexual Harassment of Women atWorkplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the ManagingDirector. All employees (permanent contractual temporary trainees) are covered underthe policy. There was no compliant received from any employee during the financial year2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors’ Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. The Secretarial Audit Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments.

AUDITORS:

At the Annual General Meeting held on 25.09.2014 K Rungta & Co.(FRN –321068E) Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the year 2017.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditors to be placed for ratification at every Annual General Meeting.Accordingly the appointment of K Rungta & Co. Chartered Accountants as StatutoryAuditors of the Company is placed for ratification by the Shareholders in the ensuingAnnual General Meeting. The Company has obtained written confirmation from M/s K Rungta& Co. that there appointment if made would be in conformity with the limitspecified in the said section.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed SA & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure B"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act 2013 and the rulesmade thereunder as amended has given in the annexure appended hereto and form part ofthis report. The company does not have any employees who were employed throughout the yearand were in receipt of remuneration of more than Rs. 60.00 lacs per annum or employed forpart of the year and were in receipt of remuneration of more than Rs. 5.00 lacs per month.

EMPLOYEE STOCK OPTION:

The company has not given any employee stock option scheme during the financial year2015- 16. Previous year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES: a) The ratio ofremuneration of each director to the median employee’s remuneration for the financialyear and such other details as prescribed is as given below:

Name Ratio
Satya Brata Dey (Managing Director) 12.08: 1
Sujay Bhattacherjee (Chief Financial Officer) 2.02: 1
Bijoy Kumar Roy (Company Secretary) 2.03:1

For this purpose Sitting fees paid to the Directors have not been considered asremuneration. b) The % increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

Satya Brata Dey (Managing Director) Nil
Bijoy Kumar Roy (Company Secretary) 8.00%
Sujay Bhattacharya (Chief Financial Officer) 11.85%

c) The % increase in the median remuneration of employees in the financial year: 9.78%.

d) The number of permanent employees on the rolls of company: 51.

e) The explanation on the relationship between average increase in remuneration andcompany performance;

The Company’s PAT has grown from Rs. 844.34 lacs to Rs. 1129.96 lacs an increaseof 33.83% against which the average increase in remuneration is 9.78% and this increaseis aligned with the Compensation Policy of the company.

f) Comparison of the remuneration of the Director and Key Managerial Personnel againstthe performance of the company: The increase in remuneration to the Directors keymanagerial persons as well as employees of the company are based on a annual reviewmechanism which takes care of the individual performance of the employee as well as theoverall growth of thecompany. g) Variations in the market capitalization of the companyprice earnings ratio as at the closing date of the current financial year and previousfinancial year.

Particulars March 31 2016 March 31 2015 % Change
Ordinary Shares
Market Capitalization (Rs. In Crs) 313.68 462.85 -32.23
Price Earning Ratio 27.77 54.76 -49.29

h) Percentage increase or decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer:

Market Price as on March 31 2016 Rs.124.70
Price at the time of public issue of 1810200 equity shares made in the fiscal 1997 – 1998. Rs.10.00
% increase of market price over the price at the time of public issue 1247%

Note : Closing share price of ordinary shares at BSE Ltd. has been used for the abovetable. i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration: Average increase inremuneration is 9.78% for Employees other than Managerial Personnel 8% for Sri BijoyKumar Roy Company Secretary& 11.85% for Sri Sujay Bhattacherjee Chief FinancialOfficer of the company.

j) The key parameters for any variable component of remuneration availed by thedirectors: There is no variable component for any director key managerial personnel aswell as any employee of the company during the financial year. k) The ratio of theremuneration of the highest paid director to that of the employees who are not directorsbut receive remuneration in excess of the highest paid director during the year: NotApplicable. l) Affirmation that the remuneration is as per the remuneration policy of thecompany: The remuneration for Managing Director KMP and rest of employees is as per theremuneration policy of the company. m) Comparison of each remuneration of the keymanagerial personnel against the performance of the company:

Sri Satyabrata Dey Sri Sujay Bhattacherjee Sri Bijoy Kumar Roy
Managing Director Chief Financial Officer Company Secretary
Remuneration in Fiscal 2016 (in lacs) 24.00 4.03 4.05
Revenue (in lacs) 7973.31
Remuneration as % of revenue 0.30 0.05 0.05
Profit / (loss) before Tax (in lacs) 1742.59
Remuneration (as % of PBT) 1.37 0.23 0.23

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the estimatesexpectations or predictions may be ‘forward-looking statements’ within themeaning of applicable laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that would make a difference to theCompany’s operations include demand-supply conditions material prices changes inGovernment Regulations tax regimes economic developments within the Country and outsidethe Country and other factors such as litigation and labor negotiations

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board of Directors
Kolkata Sumanta Dey
May 28 2016 Director

Annexure A to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company’s CSR policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRpolicy and projects or programs. CSR policy is stated herein below:

CSR Policy

(Approved by the Board of Directors on 01.09.2014)

Our aim is to be one of the most respected companies in India delivering superior andeverlasting value to all our customers associates shareholders employees and Society atlarge.

The CSR initiatives focus on holistic development of host communities and createsocial environmental and economic value to the society.

To pursue these objectives we will continue to:

1) Work actively in areas of eradication of hunger and poverty promoting preventivehealth care and sanitation providing opportunity and financial assistance for thepromotion of education in the form of Yoga and provide medical aid to the needy.

2) Collaborate with likeminded bodies like Voluntary organizations charitable trustsgovernments and academic institutes in pursuit of our goals.

3) Interact regularly with stakeholders review and publicly report our CSRinitiatives.

The policy has been uploaded on the website of the company – www.sreeleathers.comWeb Link:http://www.sreeleathers.com/SL/CSR.pdf

2. Composition of CSR committee

Name of The Member Designation
Shri Sumanta Dey Chairman
Smt. Sadhana Adhikary Member
Shri Tanmoy Shome Member

3. Average net profit of the company for last three financial years:

Average net profit: Rs.11.20 Crores

4. Prescribed CSR Expenditure ( Two percent of the amount as in item 3 above)

The company is required to spend for financial year 2015 – 16 Rs.22.41lacs
Amount unspent for Financial year 2014 – 15 Rs. 14.60 Lacs
Total Rs. 37.01 Lacs

5. Details of CSR spent for the financial year :

a) Total amount spent for the financial year:

Rs.15.30 lacs.

b) Amount unspent if any: Rs. 21.71 lacs

c) Manner in which the amount spent during the financial year is detailed below:

Sr. No. Projects/ Activities/ Agency Sector Locations Amount outlay (Budget) project or programme wise (Rs. Lacs) Amount spent on the project or programme (Rs. Lacs) Cumulative expenditure upto reporting period (Rs. Lacs) Amount spent direct or through implementing agency
1. Undertaking girl child education Education Sundarban 4.00 4.00 4.00 Bharat Sevashram Sangha
2. Running 1 unit of GAP (Gadadhar Abhyudaya Prakalpa) Livelihood enhancement projects Belur Math Howrah 5.83 5.83 5.83 Ramkrishna Mission
3. Renovation of toilet Sanitation Kolkata 1.47 1.47 1.47 Sumangal
4. Yoga Vocational training Bangalore 4.00 4.00 4.00 Vivekananda Yoga Anusandhana Samsthana

Note: The Company is identifying and evaluating the various projects as specifiedin the Schedule VII of the Companies’Act 2013 and within that the best way toimplement the same in order to maximize the benefit to the society. A sum of Rs.21.71 lacsremained unspent at the end of the Financial Year 2015-16. The Company shall ensure thatit complies with the requirements of the Companies Act 2013 and Rules framedthereunder.The Company shall also attempt to utilize the aforesaid unspent amount towardsCSR activities over the next few yearsin lines with the CSR Policy of the Company.

For and on behalf of the Board of Directors
Kolkata Sumanta Dey
May 28 2016 Director

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2016 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No.9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014]

To

The Members

M/S. Sreeleathers Limited

6 Totee Lane P.S. Taltalla

Kolkata – 700 016

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Sreeleathers Ltd.(hereinafter called the company).Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 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: We have examined the books papers minute books formsand returns filed and other records maintained by the company for the financial year endedon 31st March2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;and (h) The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998; (vi) and other applicable law like Factory Act1948 The Payment ofGratuity Act1972 etc.

We have also examined compliance with the applicable clauses of the following: (i)Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with The Calcutta StockExchange Ltd. The Jaipur Stock Exchange Ltd. BSE Ltd. and National Stock Exchange ofIndia Ltd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asper annexure "B" enclosed.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There is no changein the composition of the Board of Directors during the period under review.

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 carriedthrough while the dissenting members’ views are captured and recorded as part of theminutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Place : Kolkata

Date : 28th May 2016

Note : This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.

To

The Members

M/s. Sreeleathers Limited 6 Tottee Lane P.S. Taltalla Kolkata – 700 016

Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We 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 insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the company nor of the efficacy of effectiveness with which themanagement has conducted the affairs of the company

Date: 28th May 2016 Place: Kolkata