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Euro Leder Fashion Ltd.

BSE: 526468 Sector: Others
NSE: N.A. ISIN Code: INE940E01011
BSE 00:00 | 01 Dec 13.30 0.04
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NSE 05:30 | 01 Jan Euro Leder Fashion Ltd
OPEN 13.55
PREVIOUS CLOSE 13.26
VOLUME 84
52-Week high 23.75
52-Week low 11.67
P/E 30.93
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.55
CLOSE 13.26
VOLUME 84
52-Week high 23.75
52-Week low 11.67
P/E 30.93
Mkt Cap.(Rs cr) 6
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 to you their 28th Annual Report togetherwith the Audited accounts of the Company for the year ended 31st March 2020and the Auditors' Report thereon

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31.03.2020 as compared with theearlier year are as under:

(Rs. in lakhs)

For the year For the year
PARTICULARS 2019-2020 2018-2019
Total Income 6299.08 8105.03
Less: Total Expenses 6219.13 8007.14
Profit before Depreciation and Taxation 126.26 145.20
Less: Depreciation 46.30 47.31
Profit before Tax 79.96 97.89
Provision for Tax 31.98 56.15
Profit after Tax 47.97 41.74
Profit brought forward 881.77 840.03
Profit available for appropriation 929.75 881.77
Profit/Loss carried to Balance Sheet 929.75 881.77

2. PERFORMANCE:

The Company has earned a total income of Rs.6299.08 Lakhs during the year 2019-20 andmade a profit before tax of Rs.79.96 Lakhs. The total profit after tax for the year2019-20 is Rs.47.97 Lakhs compared to Rs.41.74 Lakhs in 2018-19.

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 has decided to ploughing back of profits for the year and hence has notrecommended any dividend for the year.

5. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the reserves.

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 share Capital remained the same as previous year. However thecompany during the year had received an amount of Rs.18000/- towards the calls in arrearsand the Paid Up capital as on 31st March 2020 is Rs.39098250/-.

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

Your Company does not have any subsidiary joint venture or associate company as atMarch 31 2020. Hence the details and performance thereof do not arise

8. DEPOSITS:

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.153.08 Lakhs in Canara Rebeco Gold Saving Fund during the year which iswithin the limits specified under section 186 of the Act. For details of investmentsplease refer the financial statements of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company consists of Five Directors out of which three are non-executive Independent Directors one is non-executive Director and one executive Whole TimeDirector.

Mr. R.M Lakshmanan has stepped down as whole time Director of the Company with effectfrom 8th February 2020 due to disqualified as Director by Registrar ofCompanies Chennai under section 164(2) of the Companies Act 2013. The Directors wish toplace on record their appreciation for the contribution made by Mr. R.M Lakshmanan formore than two decades as a distinguished Executive Whole Time Director of the Company.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee at their meeting held on 8th February 2020 appointed Mr SRathnavelu as an Additional Director of the Company with effect from 8thFebruary 2020 under section 161(1) of the Companies Act 2013 read with the Articles ofAssociation of the Company he holds office up to the date of the Annual General Meetingof the Company

On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at their meeting held on 8th February 2020 appointed Mr S Rathnaveluas a Whole-Time Director of the Company for a term of one year effective from 8thFebruary 2020 until 7th February 2021 subject to approval of the Shareholdersat this Annual General Meeting.

The Board of Directors on recommendation of Nomination and Remuneration Committee attheir meeting held on 8th February 2020 appointed Mr. Dhansingh Jayapal as anIndependent Non- executive Director of the Company under section 149 of the Companies Act2013 for a term of 3 consecutive years from February 8 2020 to February 7 2023. Hisappointment is subject to approval of the shareholders at this Annual General Meeting.

The Board of Directors on recommendation of Nomination and Remuneration Committee attheir meeting held on 19th August 2019 appointed Mrs. Monika Rani as CompanySecretary of the Company with effect from 1st August 2019 pursuant to Section203 and 205 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Mrs Monika Rani is one of the whole time Key ManagerialPersonnel of the Company

11. BOARD MEETINGS:

Five Board Meetings were held during the financial year end on 25th May2019 25th July 2019 19th August 2019 02nd November2019 and 8th February 2020. The intervening gap between the Meetings was withinthe period as prescribed under the Companies Act 2013. The details of the meetings anddirectors 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
Mr. RM. Lakshmanan * Executive Whole time Director 5 4 Yes
Mr.Avinash Ananthanarayanan Director Non executive Independent 5 4 No
Mrs.Jayamalini Director Non executive Independent 5 5 Yes
Ms.Aishwarya S Nathan Director Non executive 5 4 No
Mr.Dhansingh Jayapal# Director Non executive Independent 5 1 No
Mr. S Rathnavelu $ Executive Whole time Director 5 1 No

*Mr. RM Lakshmanan has been disqualified as Director by Registrar of Companies Chennaiunder section 164(2) of the Companies Act 2013 for non- filling of Financial Statementsand Annual Returns by another Company named Leder Trendz Private Limited where he was aDirector. Subsequently Mr. R.M Lakshmanan has resigned from the Company as Whole TimeDirector of the Company with effect from 8th February 2020

# Mr. Dhansingh Jayapal has been appointed as an additional Director with effect from 8thFebruary 2020.

$ Mr. S Rathnavelu has been appointed as additional Director (Whole Time) with effectfrom 8th February 2020.

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 three (3) 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). Four Audit Committee Meetingswere held during the financial year end on 25th May 2019 25thJuly 2019 02nd November 2019 and 8th February 2020.

The Audit Committee was reconstituted and Mr. Dhansingh Jayapal IndependentNon-Executive Director was appointed as member of the Audit Committee with effect from 8thFebruary 2020.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.

The present Audit Committee comprises of the following Directors and the details of themeeting and directors attendance are as follows:-

Name of the Member Category Status

Meetings

Held Attended
Mr.Avinash Ananthanarayanan Independent Director Chairman 4 4
Mrs.Jayamalini Independent Director Member 4 4
Mr. Dhansingh Jayapal # Independent Director Member 4 1

# Mr. Dhansingh Jayapal has been appointed as Member of the Committee with effect from8th February 2020.

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 three times during the year on 25th July 2019 19thAugust 2019 and 8th February 2020 to determine and recommend theappointment/reappointment of Directors including whole time Directors Company Secretaryof the Company and Remuneration payable to the whole time Director

The Nomination and Remuneration Committee was reconstituted and Mr. Dhansingh JayapalIndependent Non-Executive Director was appointed as member of the Nomination andRemuneration Committee with effect from 8th February 2020.

The present Nomination and Remuneration Committee Comprises of the following Membersand the details of the meeting and directors attendance are as follows:-

Name of the Member Category Status Meetings
Held Attended
1 Mrs Jayamalini Independent Director Chairman 3 3
2 Ms.Aishwarya S Nathan Non- executive Director Member 3 3
3 Mr. Dhansingh Jayapal # Independent Director Member 3 1

# Mr. Dhansingh Jayapal has been appointed as Member of the Nomination and RemunerationCommittee with effect from 8th February 2020.

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 4 times during the financial year end on 26th April2019 21st June 2019 09th August 2019 and 24th January2020 which was attended by Members of the Committee. During the year under review theCompany has received one grievance / complaint and same has been resolved .

The Stake Holders Relationship Committee was reconstituted and Mr. Dhansingh JayapalIndependent Non-Executive Director was appointed as Chairman of Stake HoldersRelationship Committee with effect from 8th February 2020

Mr.S Rathnavelu has been appointed as Member of the Stake Holders RelationshipCommittee with effect from 8th February 2020 in place of Mr. R.M Lakshmananwho ceased to be Chairman of Stake Holders Relationship Committee upon hisdisqualification as Director of the Company

The present composition and details of the meeting and directors attendance are asfollows:-

Name of the Member Category Status Meetings
Held Attended
1 Mr. Dhansingh Jayapal # Independent Director Chairman 4 -
2 Ms.Aishwarya S Nathan Non- executive Director Member 4 4
3 Mr. S Rathnavelu * Whole Time Director Member 4 -
4 Mr. RM Lakshmanan ## Whole Time Director Chairman 4 3

# Mr. Dhansingh Jayapal has been appointed as Chairman of the Committee with effectfrom 8th February 2020.

* Mr. S Rathnavelu has been appointed as Member of the Committee with effect from 8thFebruary 2020.

## Mr. R.M Lakshmanan has resigned from the Company as Whole Time Director of theCompany with effect from 8th February 2020

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 a 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.

16. AUDITORS:

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 30thAnnual General Meeting of the Company

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 StatutoryAuditors of the Company till the conclusion of 30th Annual General Meeting of the Company.The Statutory Auditors have confirmed that they are not disqualified from continuing asAuditors of the Company. The remuneration paid for the financial year 2019-20 is as pernotes 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 Company hasappointed Amresh & Associates Practicing Company Secretary as Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year ended March 31 2020.

The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. The SecretarialAuditors have confirmed they are not disqualified to be appointed as the SecretarialAuditors of the Company for the year ending 31st March 2020. The Secretarial Audit Reportis attached with this report as Annexure- A.

The Secretarial Audit Report is self-explanatory and do not call for any furthercomments. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer. During the year under review the Secretarial Auditors hadnot reported any matter under Section 143 (12) of the Act therefore no detail is requiredto be disclosed under Section 134 of the Act

19. EXTRACTS OF THE ANNUAL RETURN:

As per the requirements of Section 134 (3)(a) read with Section 92(3) of the CompaniesAct 2013 and Rules framed thereunder the extract of the annual return for FY 2019-20 isgiven in Annexure-B in the prescribed Form No.MGT-9 which is a part of thisreport.

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.Prior omnibus approval is obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length. All relatedparty transactions are placed before the Audit Committee for review and approval. Thedetails of related party transactions pursuant to clause (h) of sub -section 134 of theAct 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 2020-21 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:

During the Financial Year your Company has complied with applicable SecretarialStandards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors"and "General Meetings" respectively

33 . CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a certificate received from a Company Secretary in practice is enclosed as Annexure-F

34. GENERAL SHAREHOLDER INFORMATION:

In view of the outbreak of the COVID-19 pandemic social distancing norm to be followedand the continuing restriction on movement of persons at several places in the country andpursuant to General Circular Nos.14/2020 17/2020 and 20/2020 dated 8th April 2020 13thApril 2020 and 5th May 2020 respectively issued by the Ministry of Corporate Affairs("MCA Circulars") and Circular No. SEBI/HO/CFD/CMD1/CIR/P/ 2020/79 dated 12thMay 2020 issued by the Securities and Exchange Board of India ("SEBI Circular")and in compliance with the provisions of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the 28th AGMof the Company is being conducted through VC/ OAVM Facility which does not requirephysical presence of members at a common venue. The deemed venue for the 28th AGM shall bethe Registered Office of the Company

Pursuant to the MCA Circulars and SEBI Circular in view of the prevailing situationowing to the difficulties involved in dispatching of physical copies of the Notice of the28th AGM and the Annual Report for the year 2020 including therein the Audited FinancialStatements for year 2020 are being sent only by email to the Members. In line with theMCA Circulars and SEBI Circular the Annual report of the company will be available on thewebsite of the Company at www.euroleder.com and on the website of BSE Limited at www.bseindia.com

The Company is providing remote E-voting facility to all members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for remote E-voting are provided in theNotice.

Members are requested to read the general instructions for accessing and participatingin the 28th AGM through VC/OAVM Facility and voting through electronic means includingremote e-Voting as set out in the Notice of 28th AGM

35. 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.

36. CHANGE OF REGISTERED OFFICE

The Members may please note that the Board of Directors at their meeting held on 2ndNovember 2019 approved the change of Registered Office of the Company to 10 PP.AmmanKoil Street Nagelkeni Chrompet Chennai– 600044 where your factory is located foroperational convenience. Members' approval was not required as per the provisions ofSection 12 of the Companies Act 2013 as the same was within local limits of city town orvillage. The compliance under Companies Act 2013 for change in registered office has beencompiled with

37. DISQUALIFICATION OF DIRECTORS

As a good governance practice it is informed to the Member that during Financial Yearending on 31st March 2020 Mr. Ramanathan Lakshmanan (DIN:00039603) who hasbeen debarred/disqualified by Registrar of Companies Chennai under section 164(2) of theCompanies Act 2013 for a period of 5 years for non- filling of Financial Statements andAnnual Returns by a Company named Leder Trendz Private Limited where he was a Director.Accordingly Mr. Ramanathan Lakshmanan has stepped down as whole time Director of theCompany with effect from 8th February 2020

38. SUSPENSION OF TRADING

The Trading of securities of the Company has been suspended w.e.f 14thFebruary 2018 for Non-submission of Annual report for two consecutive years and in viewof the same the Company has complied such non-compliance immediately and has requested toBSE for revocation of suspension of shares. Company's request for revocation of suspensionof securities is under consideration.

39. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32OF SEBI (LODR) REGULATION 2015

Your Company confirms that there has been no deviation(s) or variation(s) in the use ofthe public issue proceeds raised from the Initial Public Offer (IPO) as required to bedisclosed under Regulation 32 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The company also submit andstate that the IPO proceeds has been utilized for the purpose (s) as stated in theprospectus. Hence the Statement of deviation(s) or variation(s) is not applicable to theCompany.

40. CAUTIONARY STATEMENT:

Statements in "Management Discussion & Analysis" which seek to describethe Company's objectives projections estimates expectations or predictions may beconsidered to be "forward looking statements" within the meaning of applicablesecurities laws or regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make a difference to the company'soperations include global and Indian demand-supply conditions finished goods pricesstock availability and prices cyclical demand and pricing in the company's marketschanges in the government regulations tax regimes economic developments within India andcountries with which the company conducts business besides other factors such aslitigation and other labour negotiations.

Part C D & E of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable since the company was having paid upequity share capital not exceeding rupees ten crores and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 -Disclosures with respect to demat suspense account/ unclaimed suspense Account– There are no shares outstanding in demat suspense account or unclaimed suspenseaccount.

41. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their thanks to the ShareholdersCustomers Suppliers Banks and Government for their valuable assistance and support. YourDirectors wish to place on record their appreciation of the sincere efforts put in by theemployees of the Company at all levels.

For and on Behalf of the Board of Directors
Euro Leder Fashion Limited
Place: Chennai S.Rathnavelu Mrs. Jayamalini
Date: 13th August 2020 Whole Time Director Director
(DIN: 08692379) (DIN:07165811)

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