TO THE MEMBERS
Your Directors have pleasure in presenting to you their 27th Annual Report togetherwith the Audited accounts of the Company for the year ended 31st March 2019and the Auditors' Report thereon.
1. FINANCIAL RESULTS:
The summarized working results for the year ended 31.03.2019 as compared with theearlier year are as under:
| || ||(Rs. in lakhs) |
|PARTICULARS ||2019 ||2018 |
|Total Income ||8105.03 ||8452.15 |
|Less: Total Expenses ||8007.14 ||8306.93 |
|Profit before Depreciation and Taxation ||145.20 ||145.22 |
|Less: Depreciation ||47.31 ||38.10 |
|Profit before Tax ||97.89 ||107.12 |
|Provision for Tax ||56.15 ||35.86 |
|Profit after Tax ||41.74 ||71.26 |
|Profit brought forward ||840.03 ||768.77 |
|Profit available for appropriation ||881.77 ||840.03 |
|Profit/Loss carried to Balance Sheet ||881.77 ||840.03 |
The Company has earned a total income of Rs.8105.03 Lakhs during the year 2018-19 andmade a profit before tax of Rs.97.89 Lakhs. The total profit after tax for the year2018-19 is Rs.41.74 Lakhs compared to Rs.71.26 Lakhs in 2017-18.
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 under review.
Your Directors has decided to ploughing back of profits for the year and hence do notrecommend any dividend for the year.
5. TRANSFER TO RESERVE
The Board of Directors of your Company has not transferred any amount to the generalreserve for the year under review.
6. 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.250/- towards the calls in arrearsand the Paid Up capital as on 31st March 2019 is Rs.39080250/-.
7. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company does not have any subsidiary joint venture or associate company as atMarch 31 2019. Hence the details and performance thereof do not arise
The Company has neither accepted nor renewed any deposits during the period underreview. Hence the details relating to deposits covered under the Chapter V is notrequired to disclose
9. 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. However the Companyhas invested Rs.137.18 Lakhs in Canara Rebeco Gold Saving Fund during the year which iswithin the limits specified under section 186 of the Act.
The Board of the Company consists of Four Directors out of which three are IndependentDirectors and one is Whole Time Director.
11. BOARD MEETINGS:
Six Board Meetings were held during the financial year end on 30th May2018 27th June 2018 08th August 2018 17th September2018 12th November 2018 and 12th February 2019. The interveninggap between the Meetings was within the period as prescribed under the Companies Act2013. The details of the meetings and directors attendance are as below:-
|Name of the Director ||Designation & Category ||No. of Board Meetings held during the year ||No. of Board Meetings attended during the year ||Attendance of last AGM |
|Shri. RM. Lakshmanan ||Executive Whole time Director ||6 ||5 ||Yes |
|Shri.S.Jambunath* ||Director Non executive Independent ||6 ||3 ||Yes |
|Shri.N.Meenakshisundaram** ||Director Non executive Independent ||6 ||3 ||No |
|Shri. Avinash Ananthanarayanan # ||Director Non executive Independent ||6 ||3 ||No |
|Smt.Jayamalini ||Director Non executive Independent ||6 ||5 ||Yes |
|Ms.Aishwarya S Nathan $ ||Director Non executive Independent ||6 ||1 ||No |
* Shri.S.Jambunath has been retired as Director from the Board upon completion of histerm with effect from 18th September 2018
** Shri. N.Meenakshisundaram has been retired as Director from the Board uponcompletion of his term with effect from 18th September 2018
# Mr. Avinash Ananthanarayanan has been appointed as an additional Director with effectfrom 18th September 2018
$ Ms.Aishwarya S Nathan has been appointed as an additional Director with effect from12th November 2018
12. 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.
13. COMMITTEES OF THE BOARD:
A) AUDIT COMMITTEE:
The Audit Committee consists of two (2) Independent Directors. All the members of theAudit Committee have accounting financial and management expertise. The compositionpowers role and terms of reference of the Committee are constituted as per the Section177 mentioned under the Companies Act 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements Regulations 2015).
The present Audit Committee comprises of the following Directors and the details of themeeting and directors attendance are as follows:-
|Name of the Member ||Status ||Category || |
| || || ||Held ||Attended |
|Shri. N.Meenakshisundaram# ||Member ||Independent Director ||4 ||2 |
|Shri.S.Jambunath # ||Member ||Independent Director ||4 ||2 |
|Shri.Avinash Ananthanarayanan $ ||Chairman ||Independent Director ||4 ||2 |
|Mrs.Jayamalini ||Member ||Independent Director ||4 ||2 |
# Shri N.Meenakshisundaram and Shri.S.Jambunath has been ceased to be Member from theCommittee with effect from 18th September 2018.
$ Mr. Avinash Ananthanarayanan has been appointed as Chairman of the Audit Committeewith effect from 17th September 2018
B) NOMINATION AND REMUNERATION COMMITTEE:
Term of reference:
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.
The Board has framed a policy to determine and identify the persons who are qualifiedto become Directors of the Company / who may be appointed in Senior Management inaccordance with the criteria laid down recommend to the Board their appointment andremoval and also shall carry out evaluation of every director's performance. Committeeshall also formulate the criteria for determining qualifications positive attributesindependent of the Directors and recommend to the Board a Policy relating to theremuneration for the Directors and Key Managerial Personnel.
The Committee met two times during the year on 31st July 2018 and 18thSeptember 2018 to determine and recommend the appointment of Directors and revision inRemuneration payable to the Directors
The Nomination and Remuneration Committee of the Company was reconstituted on 18thSeptember 2018 due to retirement of Shri. N.Meenakshisundaram and Shri.S.Jambunath fromthe Board of the Company. Accordingly Ms.Aishwarya S Nathan Independent Director wasappointed as the Member of the Committee.
The present Nomination and Remuneration Committee Comprises of the following Members ason March 31 2019:
|Name of the person ||Status |
|Mrs.Jayamalini ||Chairman |
|Ms.Aishwarya S Nathan ||Member |
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee oversees inter-alia redressal of Shareholdersand Investor grievances transfer/ transmission/transposition of shares Splitconsolidation issue of duplicate shares certificates recording dematerialization/rematerialization of shares non receipt of Annual Reports and related matters.
The committee is constituted in line with the provisions of Regulation 20 of SEBIListing Regulations and Section 178 of the Act.
Consider and resolve the grievances of security holders.
Consider and approve issue of share certificates transfer and transmission ofsecurities etc
During the year the Committee met 9 times which was attended by Members of theCommittee During the year under review the Company has not received any grievance /complaint.
The composition and details of the meeting and directors attendance are as follows:-
|Name of Directors ||Status in the Committee |
|Shri.RM. Lakshmanan ||Chairman |
|Ms.Aishwarya S Nathan ||Member |
Shri.S.Jambunath has retired from the board and has been ceased to be the chairman ofStakeholders relationship committee with effect from 18.9.2018
Shri. N.Meenakshisundaram has retired from the board and has been ceased to be thechairman of Stakeholders relationship committee with effect from 18.9.2018
Shri. RM. Lakshmanan has been appointed as a chairman of Stakeholders relationshipcommittee with effect from 18.9.2018
Ms.Aishwarya S Nathan has been appointed as member of Stakeholders relationshipcommittee with effect from 12.02.2019
14. 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.
15. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 with respectto Directors Responsibility Statement your Directors confirm that they have :
1) followed in the preparation of financial statements the applicable accountingstandards and given proper explanation relating to material departures if any;
2) selected appropriate accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand Loss Account of the Company for that period.
3) taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of this Act so as to safeguard the assets of the companyand to prevent and detect fraud and other irregularities;
4) prepared the annual accounts on going concern basis.
5) laid down proper internal financial controls in the Company that are adequate andwere operating effectively; and .
6) devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
M/s. S Ramakrishanan Associates. Chartered Accountants (Firm Registration No.006637S) were appointed as Statutory Auditors of the Company at the 25th AnnualGeneral Meeting held on 21st September 2017 to hold office for a term of fiveyears till the conclusion of 30th Annual General
The Board was authorized to fix such remuneration as may be recommended by the AuditCommittee in consultation with the Auditors. The existing Statutory Auditors viz. M/s. SRamakrishanan Associates Chartered Accountants will continue to be the Statutory Auditorsof the Company till the conclusion of 30th Annual General Meeting of the Company.
Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM and the remuneration paid for the financial year2018-19 is as per notes to the financial statement.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company during the year under review.
17. COST AUDIT:
In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand Audits) Rules 2014 as amended from time to time the business activities of thecompany do not fall under the scope of mandatory cost audit.
18. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the has appointed Shri.S. Ananthanarayan Practicing Company Secretary as Secretarial Auditor to conduct theSecretarial Audit of the Company for the financial year ended March 31 2019. TheSecretarial Audit Report is attached with this report as Annexure - A.
Reply to point No. 4 of the Secretarial Auditor's report:
The Company is in the process of identifying a suitable candidate for appointment asCompany Secretary.
19. EXTRACTS OF THE ANNUAL RETURN:
As per the requirements of Section 134 (3)(a) read with Section 92(3) of the Act andRules framed thereunder the extract of the annual return for FY 2018-19 is given in Annexure-Bin the prescribed Form No.MGT-9 which is a part of this report.
20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders were passed by the regulators or courts ortribunals against the Company impacting the going concern status and Company's operationin future.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments have occurred affecting the financial position ofthe Company between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
22. 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 rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) 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) and Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forming part of the Annual Report is available for inspection at the registered office ofthe company during working hours. Any member interested in obtaining such information maywrite to the Company and the same will be furnished without any fee and free of cost.
23. 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.
24. RELATED PARTY TRANSACTIONS:
All the transactions with the related parties were entered into by the Company duringthe period under review were in the ordinary course of business and at arm's length basis.The details of related party transactions pursuant to clause (h) of sub -section 134 ofthe Act is enclosed in Form AOC-2 as Annexure - D.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report emphasizing the business details isattached and forms part of the report as Annexure - E.
26. 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 net worthis below the threshold limit prescribed under the said Regulation. Hence the Report onCorporate Governance is not provided.
27. LISTING WITH STOCK EXCHANGE:
The company confirms that it has paid the Annual Listing Fees for the year 2019-20 tothe BSE Limited where the company's shares are listed.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility are not applicable to the Company.
29. 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.
30. 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 the Companyand also steps are taken to strengthen the Risk Management process in line with thechanges in the external environment and business needs.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. In addition to the Internal ControlSystems the Board has laid emphasis on adequate Internal Financial Controls to ensurethat the financial affairs of the Company are carried out with due diligence. These arereviewed by the Internal Auditors of the Company at regular intervals. Significant auditobservations and follow up actions thereon are reported to the Audit Committee.
31. ANNUAL EVALUATION :
Pursuant to Section 134 of Companies Act 2013 and in compliance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual performance evaluation of the Board it's Committees and Directorsindividually and is carried out as per the criteria laid down by the Nomination andRemuneration 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.
32. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
33. GREEN INITIATIVE:
During the year 2018-19 we continued the sustainability initiative with the aim ofgoing green and minimizing our impact on the environment. Like the previous year thisyear too we are publishing only the statutory disclosures in the print version of theAnnual Report. Additional information is available on our website www. euroleder. com
Electronic copies of the Annual Report 2018-19 and Notice of the 27th AGMare sent to all members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2018-19 and the Notice of the 26th Annual General Meetingare sent in the permitted mode. Members requiring physical copies can send a request tothe Company The Company is providing remote E-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014. The instructions for remote E-voting areprovided in the Notice.
34. 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.
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.
| || |
For and on Behalf of the Board of Directors
| || |
EURO LEDER FASHION LIMITED
|Place: Chennai ||RM. Lakshmanan ||Smt. Jayamalini |
|Date: 25.07.2019 ||Whole Time Director ||Director |
| ||DIN: 00039603) ||(DIN: 08275482) |