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Euro Leder Fashion Ltd.

BSE: 526468 Sector: Others
NSE: N.A. ISIN Code: INE940E01011
BSE 00:00 | 09 Jul 19.90 0
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NSE 05:30 | 01 Jan Euro Leder Fashion Ltd
OPEN 20.65
PREVIOUS CLOSE 19.90
VOLUME 120
52-Week high 29.45
52-Week low 15.25
P/E 12.52
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.65
CLOSE 19.90
VOLUME 120
52-Week high 29.45
52-Week low 15.25
P/E 12.52
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Euro Leder Fashion Ltd. (EUROLEDERFASH) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together withAudited accounts for the year ended 31.03.2017

FINANCIAL PERFORMANCE

The summarized financial results for the year ended 31.03.2017 and for the previousyear 31.03.2016 are as under:

(Rs. in lakhs)

PARTICULARS 2017 2016
Total Income 8286.60 6327.58
Less: Total Expenses 8160.00 6227.99
Profit before Depreciation and Taxation 126.60 99.58
Less: Depreciation 30.63 36.65
Profit before Tax 95.98 62.93
Provision for Tax 34.44 17.54
Profit after Tax 61.54 45.39
Profit brought forward 707.23 661.84
Profit available for appropriation 768.77 707.23
Profit/Loss carried to Balance Sheet 768.77 707.23

2. PERFORMANCE:

The Company has earned a total income of Rs.8286.60 Lakhs during the year 2016-17 andmade a profit before tax of Rs.95.98 Lakhs. The total profit after tax for the year2016-17 is Rs.61.54 Lakhs compared to Rs.45.39 Lakhs in 2015-16

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.

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.12500/- towards the calls in arrearsand the Paid Up capital as on 31st March 2017 is Rs.39064250/-.

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

Your Company does not have any subsidiary joint venture associate company as at March31 2017. 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 2017 is Rs.122.15 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 Whole - Time - Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment.

In terms of Section 149 and other applicable provisions of the Companies Act 2013read with Rules thereon the Board recommends the re-appointment of Smt. Jayamalini asIndependent Director for a period of five years with effect from 21stSeptember 2017. The members are requested to re-appoint Shri.RM Lakshmanan and Smt.Jayamalini.

10. BOARD MEETINGS:

During the year under review the Board of Directors met 4 times on 30th May2016 30th July 2016 10th November 2016 and 11thFebruary 2017 and the gap between two meetings was not more than 120 days. The particularsof name of the Directors and attendance are mentioned below:

Name of the Director Designation & Category

No. of Board Meetings in the year 2016- 2017

Attendance at 24th AGM No. of Other Directorship in Other Public / Private No. of Membership/ Chairmanship in Other
Held Attended Companies Companies Board Committee
Shri. N.Meenakshisundaram Director(NEID) 4 4 No Nil Nil
Shri. RM. Lakshmanan Whole-Time Director 4 4 Yes 2 Nil
Shri.S.Jambunath Director(NEID) 4 4 Yes Nil Nil
Shri. P S Nathan Director(NEID) 4 1 No 3 Nil
Mrs. Jayamalini Women / Independent Director 4 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 31.03.2017. 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 performance and effectivenessof audit process;

(iii) examination of the financial statement and the auditors' report thereon;

(iv) approval or any subsequent modification of transactions of the company withrelated parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company wherever necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and relatedparties.

During the year the Committee met four times on 30th May 2016 30thJuly 2016 10th November 2016 and 11th February 2017.

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 Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors 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 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 30.07.2016

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 One time on 6th March 2017. During theyear under review the Company has not received any grievance / complaint.

Name of Directors Status

No. of Meetings

Held Attended
Shri. S. Jambunath Chairman 1 1
Shri. RM. Lakshmanan Member 1 1
Shri. N. Meenakshisundaram Member 1 1

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 Management Personal. 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 2017 andof the Profit of the Company for the year ended 31st March 2017

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:

The present Statutory Auditors M/s N Venkatesan Associates Chartered AccountantsChennai (FRN: 004632S) have been in office for more than ten years and retire at theensuing Annual General Meeting and. In compliance with the provisions of Companies Act2013 the Audit Committee and the Board of Directors at their meetings held on July 312017 recommended the appointment M/s. S Ramakrishnan Associates Chartered AccountantsChennai (ICAI Regn.No. 006637S) as Statutory Auditors of the Company.

M/s. S Ramakrishnan Associates Chartered Accountants Chennai are proposed to beappointed as Statutory Auditors of the Company for a period of 5(five) years from theconclusion of the 25th Annual General Meeting up to the conclusion of the 30thAnnual General Meeting of the Company to be held in the year 2022 subject to ratificationby shareholders at every subsequent Annual General Meeting. M/s. S RamakrishnanAssociates Chartered Accountants Chennai have confirmed their eligibility under Section141 of the Companies Act 2013 and rules framed there under for their appointment asStatutory Auditors of the Company. The Board recommends the appointment of M/s. SRamakrishnan Associates Chartered Accountants Chennai as Statutory Auditors of theCompany.

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 312017.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 2017 is attached to the report by way of Annexure- B.

19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the regulators or courts ortribunals against the Company impacting the going concern status and Company's operationin future.

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

No material changes and commitments have occured affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the 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) 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.

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. The detailsof related party transaction pursuant to clause (h) of sub -section 134 of the Act isenclosed 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 net worthare below the threshold limit prescribed under the said Regulation. Hence the Report onCorporate Governance is not provided.

26. LISTING WITH STOCK EXCHANGE:

The Company's equity shares are listed in BSE Ltd. The annual listing fee has been paidfor the year 2017 - 2018.

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 the Companyand steps are taken to strengthen the Risk Management process in keeping with the changesin 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.

30. ANNUAL EVALUATION BY THE BOARD:

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 its 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.

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: 31.07.2017 Whole Time Director Director
(DIN:00039603) (DIN: 00077420)