Directors Report of Euro Leder Fashions Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting to you their 32^nd Annual Report together with the Audited accounts of the Company for the year ended 31^st March, 2024 and the Auditors’ Report thereon

1. FINANCIAL RESULTS:

The summarized working results for the year ended 31.03.2024 as compared with the earlier year are as under:

PARTICULARS	2023-24	2022-23
Total Income	3552.25	4151.05
Less: Total Expenses	3457.08	4047.85
Profit before Depreciation and
Taxation	95.16	103.20
Less: Depreciation	45.06	51.30
Profit before Tax	50.10	51.90
Provision for Tax	19.41	13.59
Profit after Tax	30.68	38.31
Profit brought forward	1020.10	981.78
Profit available for appropriation	1050.78	1020.10
Profit/Loss carried to Balance
Sheet	1050.78	1020.10

2. PERFORMANCE:

The Company has earned a total income of Rs.3552.25 Lakhs during the year 2023-24 and made a profit before tax of Rs.50.10 Lakhs against 51.90 lakhs in 2022-23. Rising disposable income levels among consumers coupled with changing fashion trends have propelled demand for leather-based goods globally including from countries like China; this is expected to drive growth of the market over the next few years.

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in the Business of Manufacturing of Leather Garments. There has been 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 not recommended 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 or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised share Capital remained the same as previous year. The company during the year had not received any amount towards the calls in arrears and the Paid Up capital as on 31^st March, 2024 is Rs.3,90,98,250/-.

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

Your Company does not have any subsidiary, joint venture or associate company as at March 31, 2024. Hence, the details and performance thereof do not arise

8. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the period under review. Hence, the details relating to deposits covered under the Chapter V is not required to disclose

9. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review, the Company did not advance any loans, offer guarantees, or provide security as outlined in Section 186 of the Act. However, the Company invested Rs. 140.31 lakhs in the Canara Rebeco Gold Saving Fund and Rs. 0.09 lakhs in quoted shares, all within the limits specified under Section 186. For further details on these investments, please refer to the Company’s financial statements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises five Directors: two are Non-Executive Independent Directors, one is a Non-Executive Director, one is an Executive Whole-Time Director, and one is the Managing Director.

Mr. Ravindran Varadarajan was appointed as a Non-Executive Independent Director of the Company, effective November 10, 2023, during the Board meeting held on that date. Additionally, Mr. Kavinesan I.M. was appointed as a Non-Executive Director of the Company, effective March 6, 2024, during the Board meeting held on that date. Accordingly, the Board recommends passing the Ordinary Resolutions concerning their appointments, as set out in Item Nos. 2 and 3 of the Notice convening the Meeting.

In accordance with Section 203 of the Companies Act, 2013, the Whole-Time Key Managerial Personnel (KMP) as of the date of this report are Mr. RM Lakshmanan, Managing Director; Mr. M. Nagendra, Chief Financial Officer; and Mrs. Ritu Sharma, Company Secretary.

11. BOARD MEETINGS:

During the financial year under review, five Board Meetings were held on the following dates: May 25, 2023; August 07, 2023; November 10, 2023; February 12, 2024; and March

06, 2024. The intervals between these meetings were within the limits prescribed by the Companies Act, 2013. Details of the meetings and directors'' attendance are provided below:

S.No	Name of the Director	Designation and Category	No. of Board Meetings held during the year	No. of Board Meetings attended during the year	Attendance of Last AGM
1	Mr.Dhansingh Jayapal-(1)	Director, Non -executive, Independent	5	2	Yes
2	Mr.L.Ramanathan	Executive, Whole time Director	5	5	Yes
3	Mr. RM Lakshmanan	Executive, -Managing Director	5	5	Yes
4	Mrs. P. Shanmathy	Director, Non Executive	5	5	Yes
5	Mr. Ravindran Varadarajan (2)	Director, Non Executive-Independent	5	2	No
6	Mr Kavinesan I.M (3)	Non-executive Director	5	0	No

1. Mr. Dhansing Jayapal resigned from the Board effective February 26, 2024.

2. Mr. Ravindran Varadarajan was appointed as a Non-Executive Independent Director of the Company, effective November 10, 2023, during the Board Meeting held on that date.

3. Mr. Kavinesan I.M. was appointed as a Non-Executive Director of the Company, effective March 6, 2024, during the Board Meeting held on that date.

12. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 (“the Act”) that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). All the Independent Directors have registered themselves in the Independent Director’s Database managed by the Indian Institute of Corporate Affairs.

13. COMMITTEES OF THE BOARD:

A) AUDIT COMMITTEE:

The Audit Committee consists of four (4) Directors. All the members of the Audit Committee have accounting, financial and management expertise. The composition, powers, role and terms of reference of the Committee are constituted as per the Section

177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015).

The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes and the Company’s risk management strategy. It reviews the Company’s established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 read with Schedule II of the SEBI Regulations, 2015. The Committee is vested with the necessary powers as defined in its Charter, to achieve its objectives.

During the financial year under review, four (4) Audit Committee meetings were held on the following dates: 25th May 2023, 7th August 2023, 10th November 2023, and 12th February 2024.

All recommendations made by the Audit Committee were accepted by the Board of Directors.

The present Audit Committee consists of the following Directors. Details of the meetings and directors'' attendance are provided below:

Name of the Member	Category	Status	Meetings
			Held	Attended
Mr. Dhansingh Jayapal (1) 6 3 H	Independent Director	Member	4	2
Mrs.P.Shanmathy	Independent Director	Chairman	4	4
Mr. Ravindran Varadarajan (2)	Independent Director	Member	4	2
Mr Kavinesan I.M (3)	Non-executive Director	Member	4	0
Mr. RM Lakshmanan	Managing Director	Member	4	4

1. Mr. Dhansingh Jayapal ceased to be a member of the Audit Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Audit Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Audit Committee, effective 6th March 2024.

B) NOMINATION AND REMUNERATION COMMITTEE:

Term of reference:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers 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 qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every director’s performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors and Key Managerial Personnel.

The Committee met three times during the year under review—on 25th May 2023, 10th November 2023, and 6th March 2024-—to review and recommend the appointment of Directors, Company Secretary etc.

The present Nomination and Remuneration Committee consists of the following members. Details of the meetings and directors'' attendance are as follows:

SI No.	Name of the Member	Category	Status	Meetings
				Held	Attended
1	Mr. Dhansingh Jayapal-(1)	Independent Director	Member	3	2
2	Mrs. P. Shanmathy	Independent Director	Chairman	3	3
3	Mr. Ravindran Varadarajan (2)	Independent Director	Member	3	2
4	Mr Kavinesan I.M (3)	Non-executive Director	Member	3

1. Mr. Dhansingh Jayapal ceased to be a member of the Nomination and Remuneration Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Nomination and Remuneration Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Nomination and Remuneration Committee, effective 6th March 2024.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE: PENDING

The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/ transmission/transposition of shares, Split, consolidation, 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 SEBI Listing Regulations and Section 178 of the Act to:

• Consider and resolve the grievances of security holders.

• Consider and approve issue of share certificates, transfer and transmission of securities, etc

During the year under review, the Committee held four meetings on 4th July 2023, 27th October 2023, 12th December 2023, and 29th December 2023, all of which were attended by its members. The Company did not receive any grievances or complaints during the year.

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

SI No.	Name of the Member	Category	Status	Meetings
				Held	Attended
1	Mr. Dhansingh Jayapal (1)	Independent Director	Member	4	2
2	Mr. L.Ramanathan	Whole time Director	Member	4	4
3	Mrs.P.Shanmathy	Independent Director	Chairman	4	4
4	Mr. Ravindran Varadarajan (2)	Independent Director	Member	4	2
5	Mr. Kavinesan I.M (3)	Non-executive Director	Member	4	-
6	Mr. RM Lakshmanan	Managing Director	Member	4	4

1. Mr. Dhansingh Jayapal ceased to be a member of the Nomination and

Remuneration Committee following his resignation, effective 26th February 2024.

2. Mr. Ravindran Varadarajan was appointed as a member of the Nomination and Remuneration Committee, effective 10th November 2023.

3. Mr. Kavinesan I.M. was appointed as a member of the Nomination and

Remuneration Committee, effective 6th March 2024.

14. CODE OF CONDUCT:

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

15. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors confirm that they have:

a) Followed in the preparation of financial statements, the applicable accounting standards and given proper explanation relating to material departures, if any;

b) selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and Loss Account of the Company for that period.

c) taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities;

d) prepared the annual accounts on a going concern basis.

e) laid down proper internal financial controls in the Company that are adequate and were operating effectively; and .

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. STATUTORY AUDITORS:

M/s.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S], were appointed as Statutory Auditors of the Company at the 31^st Annual General Meeting held on 27^st September, 2023 to hold office for a term of five years till the conclusion of 36^thAnnual General Meeting of the Company. The Board was authorized to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors.

Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and the remuneration for the financial year 2023-24 is as per notes to the financial statement.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The remuneration paid for the financial year 2023-24 is as per notes to the financial statement.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

17. INTERNAL AUDITOR:

The primary objective of the Audit Committee is to oversee and ensure the effectiveness of the Management’s financial reporting process. This involves ensuring accurate and timely disclosures with the highest standards of transparency, integrity, and quality in financial reporting. The Committee supervises the work conducted by Management, as well as the internal and statutory auditors. For the year 2023-24, a qualified Chartered Accountant has been appointed as the Internal Auditor to carry out the internal audit functions and activities of the Company.

18. COST AUDIT:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audits) Rules, 2014, as amended from time to time, the business activities of the company do not fall under the scope of mandatory cost audit.

19. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditors have confirmed they are not disqualified to be appointed as the Secretarial Auditors of the Company for the year ending 31st March, 2024. The Secretarial Audit Report is annexed to this report as Annexure - A.

There are no qualifications or adverse remarks in the Secretarial Auditors’ Report which require any clarification/ explanation.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act therefore no detail is required to be disclosed under Section 134 of the Act

20. EXTRACTS OF THE ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https:/ /www.euroleder.com

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders were passed by the regulators or courts or tribunals against the Company, impacting the going concern status and Company’s operation in future.

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

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

23. PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration above ceiling limits as per the provisions of Companies Act, 2013. Hence, details of the employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - B.

25. RELATED PARTY TRANSACTIONS:

All the transactions with the related parties were entered into by the Company during the 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 repetitive nature and entered in the ordinary course of business and at arm’s length. All related party transactions are placed before the Audit Committee for review and approval. The details of related party transactions pursuant to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure - C.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, emphasizing the business details, is attached and forms part of the report as Annexure - D.

27. CORPORATE GOVERNANCE:

Compliance with the corporate governance provisions outlined in Parts C, D, and E of Schedule V of SEBI (LODR) Regulations, 2015, is not applicable to the Company, as its paid-up equity share capital did not exceed Rs.10 crores and its net worth did not exceed Rs. 25 crores as of the end of the previous financial year. Therefore, a Report on Corporate Governance is not provided.

Regarding Part F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no shares held in the demat suspense account or unclaimed suspense account.

28. LISTING WITH STOCK EXCHANGE:

The company confirms that it has paid the Annual Listing Fees for the year 2024-25 to the BSE Limited where the company’s shares are listed.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In compliance with provisions of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and vendors of the Company. The Whistle Blower Policy enables the Directors, employees and vendors to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. The said policy is available at the Company’s website at https://www.euroleder.com

We further affirm that no employee has been denied access to the audit committee during the year 2023- 24.

31. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

As per Regulation 21 of SEBI (LODR) Regulations, 2015, amendments regulation with effect from 10/01/2020, the provisions of this regulation shall be applicable to top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Hence it is not applicable to us since we are not falling under the category of top 1000 listed entities.

However, in the Audit Committee Meeting and Board of Directors’ Meeting discussed about the elements of risk in different areas of operations and to develop various suitable actions associated to mitigate the risks.

32. ANNUAL EVALUATION:

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of the Board, it’s Committees and Directors individually and is carried out as per the criteria laid down by the Nomination and Remuneration Committee.

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

33. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate received from a Company Secretary in practice is enclosed as Annexure- E

35. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting	Friday, September 27, 2024 at 11.30 am through VC/OAVM facility
Deemed Venue	10, P.P Amman Koil Street, Nagelkeni, Chrompet, Chennai-600044
Financial year	April 1, 2023 to March 31, 2024
Book Closure	Saturday, 21st September, 2024 to Friday, 27th September, 2024 (both days inclusive)
E-Voting Period	From 9.00 a.m. (1ST) on Tuesday, 24th September, 2024 up to 5.00 p.m. (1ST) on Thursday, 26th September, 2024
Cut-off date	20th September, 2024
Listing on Stock Exchange	BSE Limited
Registrar and Share Transfer Agent	Cameo Corporate Services Limited
ISIN/Scrip code	INE940E01011 Scrip Code :526468

During the year 2023-24, we continued the sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous year, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, https://www.euroleder.com

Electronic copies of the Annual Report 2023-24 and Notice of the 32^nd AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s)

Pursuant to the various circulars issued by the Ministry of Corporate Affairs in 2020, 2021, 2022 and 2023 collectively named as MCA circulars in respect of holding of AGM through Video Conferencing and SEBI Circulars also in respect of holding of AGM through Video Conferencing and in the recent Circular No 09/2023 dated 25.09.2023 MCA has extended the time period for holding of AGM / EGM for passing of Ordinary/ Special Resolution through Video Conferencing. Hence we conduct our 32^nd AGM through video conferencing.

In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 32^nd AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members maybe appointed for the purpose of voting through remote e-Voting, for participation in the 32^nd AGM through VC/OAVM Facility and E-Voting during the 32^nd AGM.

The Notice of the 32^nd AGM and Annual Report for the year 2024 will be available on the website of the Company at www.euroleder.com and on the website of the BSE Limited at www.bseindia.com for download

The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is 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 are provided in the Notice.

Members are requested to read the general instructions for accessing and participating in the 32^nd AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting as set out in the Notice of 32^nd AGM

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an anti-Sexual Harassment Policy in line with the requirement of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of Sexual harassment during the year 2023-24 under review

37. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S)

UNDER REGULATION 32 OF SEBI (LODR) REGULATION, 2015

Your Company confirms that there have been no deviations or variations in the use of the proceeds from the Initial Public Offer (IPO), as required under Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company also affirms that the IPO proceeds have been utilized for the purposes outlined in the prospectus. Consequently, the Statement of Deviation(s) or Variation(s) is not applicable to the Company.

38. CAUTIONARY STATEMENT:

The cautionary Statement in this Report, more particularly those which relate to Management Discussion and Analysis as explained in the Directors Report, describing the Company’s business overview, projections, operational performances, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances

39. ACKNOWLEDGEMENT:

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

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

For and on Behalf of the Board of Directors EURO LEDER FASHION LIMITED

Place: Chennai RM.Lakshmanan P.Shanmathy

Date: 24^th July, 2024 Managing Director Director

PIN: 00039603) (DIN: 09743522)

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Third Annual Report and that of the Auditor's together with the audited Balance Sheet as at 31st March 2015 and the Profit/ Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE (Rs. in lakhs)

PARTICULARS 2015 2014

Total Income 5139.46 6928.07

Total Expenses 5070.84 6538.49

Profit before Depreciation and Taxation 68.62 389.57

Less:

Depreciation 20.07 17.65

Profit before Tax 48.54 371.92

Provision for Tax 20.61 18.11

Profit after Tax 27.93 353.81

Profit brought forward 633.91 280.10

Profit available for appropriation 661.84 633.91

Profit/Loss carried to Balance Sheet 661.84 633.91

PERFORMANCE:

The Company has earned a total income of Rs.5139.46 Lakhs during the 2014-15 and earned a profit before tax of Rs.48.54 Lakhs. The total profit after tax in 2014-15 is Rs.27.93 Lakhs compared to Rs.353.81 Lakhs in 2013-14

During the year the Company has received insurance claim settlement amounting to Rs.42,29,575/- for Nagelkeni Unit and Rs.7,08,013/- for Uthiramerur Unit for damages caused by strong winds and rainfall.

DIVIDEND:

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

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised Capital remained the same as previous year and the company has received an amount of Rs. 23,80,167/- towards the calls in arrears and the Paid Up capital as on 31st March, 2015 is Rs. 3,63,70,500/-.

DEPOSITS:

The Company has not accepted any deposits during the period under review as envisaged under Section 73, 74 & 76 of the Companies Act, 2013

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided loans and guarantees and nor made investments pursuant to Section 186 of the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of Five Directors out of which Four are Independent Directors and One is Whole Time Director. As per Section 149 of the Companies Act, 2013 the Company needs to have atleast two Independent Directors and One Woman Director. Accordingly Shri. N Meenakshi Sundaram, Shri. S. Jambunath and Shri. P S Nathan were appointed as Independent Directors of the Company in the 22nd Annual General Meeting of the Company held on 18th September, 2014 for a period of 2 years.

Appointment / Re-Appointment:

In order to comply with provisions of Section 149 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 27th April, 2015 and based on the recommendation of the Nomination and Remuneration Committee, appointed Smt. Jayamalini as Independent Woman Director of the Company with effect from 27th April, 2015.

In terms of recommendation, by Nomination and Remuneration Committee and approval of the Board of Directors on 31st July, 2015, Shri. RM. Lakshmanan, Whole-Time Director of the Company is to be re- appointed as Whole Time Director for a period of five years from 01st April, 2015 to 31st March, 2020.

We seek your approval for appointment & re-appointment of Smt. Jayamalini as Independent Director and Shri. RM Lakshmanan as Whole-Time Director of the Company.

Resignation:

Shri. AR. Ramanathan, Managing Director of the Company, resigned from the Board with effect from 01st September, 2014. The board expresses its sincere appreciation for the contribution made by him during his tenure as Managing Director of the Company.

Key Managerial Personnel:

In order to comply with the provisions of Section 203 of Companies Act, Shri. RM Lakshmanan, Whole Time Director of the Company was designated as Key Managerial Personnel and Shri. M Nagendra was appointed as Chief Financial Officer (CFO) with effect from 10th November, 2014.

BOARD MEETINGS:

Five Board Meetings were held during the year under review and the gap between two Board meetings were not more than 120 days.

DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

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

COMMITTEES OF THE BOARD:

a) Audit Committee

Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the terms of reference of Audit Committee of the Board was revised in accordance with terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors 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 / Independent Directors based on certain laid down criteria;

* Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the informations and explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act, 2013 hereby state that:

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

2) the directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the Profit of the Company for the year ended 31st March 2015

3) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 and policies and procedures of such internal financial controls are adequate and operating effectively.

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

AUDITORS:

M/s N Venkatesan Associates, Chartered Accountants, Chennai (FRN: 004632S), were appointed as Statutory Auditors of the company in the 22nd Annual General Meeting of the Company held on 18.09.2014 until the conclusion of third consecutive Annual General Meeting, subject to ratification by shareholders in every consecutive Annual General Meeting. The Directors recommend ratification of appointment of Statutory Auditors, to carry out the audit for the financial year 2015-2016. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their re-appointment as Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

COMMENTS ON AUDITORS' REPORT:

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

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 has appointed Shri. S. Ananthanarayan, Practicing Company Secretary as secretarial auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015. 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 suitable candidate for the designation of Company Secretary and has taken necessary steps for the same.

ii) The Board of Directors in their meeting held on 27th April, 2015 has appointed Smt. Jayamalini as Independent Woman Director of the Company.

EXTRACTS OF THE ANNUAL RETURN:

The extracts of Annual Return of the Company in prescribed Form MGT - 9 for the financial year ended 31st March, 2015 is attached to the report by way of Annexure - B.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

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

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

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/ - or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C.

RELATED PARTY TRANSACTIONS:

All the transaction with the related parties entered into during the period under review have been in the ordinary course of business and at arm's length basis. The details of related party transaction pursuant to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure - D.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report, emphasizing the business details, is attached and forms part of the report.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Auditors certificate on Compliance with the Code of Corporate Governance are provided and forms part of this report.

LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in Bombay Stock Exchange. The annual listing fee has been paid for the year 2015 - 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit

Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

ANNUAL EVALUATION BY THE BOARD

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

Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of the Listing Agreement the Independent Directors of the Company at their separate meeting evaluated the performance of non independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

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

ACKNOWLEDGEMENT:

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

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

On Behalf of the Board.

Place: Chennai RM.Lakshmanan S.Jambunath Date: 31.07.2015 Whole Time Director Director

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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in submitting their Twenty second Annual Report and that of the Auditors'' together with the audited Balance Sheet as at 31st March 2014 and the Profit/ Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE (Rs. in lakhs)

PARTICULARS 2014 2013

Total Income 6928.07 3861.26

Profit before Depreciation and Taxation 389.58 -4.35

Less:

Depreciation 17.65 17.42

Profit before Tax 371.92 -21.78

Provision for Tax 18.11 0.90

Profit after Tax 353.81 -22.69

Profit brought forward 280.09 302.78

Profit available for appropriation 633.91 280.09

Profit/Loss carried to Balance Sheet 633.91 280.09



DIVIDEND

Your Directors of the Company wish to plough back the profit for the year and hence do not recommend any dividend for the year

PERFORMANCE

The Company has earned a total income of Rs.6928.07 lacs in 2013-2014 and earned a profit of Rs.61.44 lacs before tax. The company during the year sold land at Pallavaram and gain of Rs. 310.47 lacs. The total profit after tax has been Rs.353.81 lacs.

The heavy rains accompanied by unusually strong winds on 26.05.2013 damaged a portion of the factory building of the unit situated at Uttiramerur and caused damage to part of the machineries, electrical fittings, furniture, finished garments and bundles. The damage was assessed approximately at Rs.27,57,000/-. The Company has preferred an insurance claim which is under process.

PROSPECTS

The value of US$ and Euro against the Rupee has gone up in the past few months & has resulted in an improved realization from exports. This is likely to benefit the bottom line of the Company in the current year The order position is healthy and the Company should register a modest improvement in its performance in 2014-2015.

DIRECTORS

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, the existing Non-Executive Independent Directors of the Company, Shri. P. S. Nathan, Shri. S. Jambunath and Shri. N. Meenakshi Sundaram, are being appointed as Independent Directors for a period of two (2) consecutive years with effect from 18th September, 2014.

In order to fulfill the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the existing terms of appointment of Shri. R.M. Lakshmanan, Whole time Director is being varied by making him liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of his reappointment shall remain the same.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Management Discussion and Analysis as well as Auditors certificate on Compliance with the code of Corporate Governance are provided in separate Annexure to this report.

AUDITORS

M/s N Venkatesan Associates, Chartered Accountants, Chennai (FRN: 004632S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of three years from the conclusion of the ensuing annual general meeting as per the provisions of companies act 2013 subject to ratification by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

PUBLIC DEPOSITS

The company has not accepted any public deposits during the year.

COMPLIANCE CERTIFICATE

A Secretarial compliance certificate from a company secretary in practice is attached.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration, which comes under the provisions of the Sec. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors" Responsibility Statement" and confirm that:

1. The Directors have followed, in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures if any:

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing or deducting fraud or other irregularities.

4. The Directors have prepared the annual accounts on going concern basis.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

Information as per clause (e) of Section 217 (1) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March 2014 is given below.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

RESEARCH AND DEVELOPMENT

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

Expenditure on R& D: NIL

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their thanks to the Government of India, Banks and customers and suppliers for their valuable assistance and support.

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

On Behalf of the Board.

Chennai AR.Ramanathan RM.Lakshmanan 30.05.2014 Managing Director Whole Time Director.

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Mar 31, 2013

The Directors have pleasure in submitting their Twenty first Annual Report and that of the Auditors'' together with the audited Balance Sheet as at 31st March 2013 and the Profit/ Loss Account for the year ended on that date. FINANCIAL PERFORMANCE (Rs. in lakhs)

PARTICULARS 2013 2012

Income from Operations 3861.26 4584.07

Profit before Depreciation and Taxation -4.35 59.88

Less: Depreciation 17.42 15.75

Profit before Tax -21.78 44.12

Provision for Tax 0.90 16.46

Profit after Tax -22.69 27.67

Profit brought forward 302.78 275.12

Profit available for appropriation 280.09 302.78

Profit/Loss carried to Balance Sheet 280.09 302.78

DIVIDEND

Your Directors wish to inform that the Company has incurred loss during the year hence no dividend has been recommended.

PERFORMANCE

The Company has achieved a turnover of Rs.3861.26 lacs in 2012-2013 and Loss of Rs.(21.78) lacs before tax. The fire occurred at the factory at Nagelkeni on 15.09.2012 and caused a loss of business. Machinery and stock including finished goods and consumables were lost due to the fire. The Company has preferred a claim with the Insurance Company and the claim is under process. The loss after tax has been Rs.- 22.69 lacs.

PROSPECTS

The value of US$ and Euro against the Rupee has gone up in the past few months & has resulted in an improved realization from exports. This is likely to benefit the bottom line of the Company in the current year The order position is healthy and the Company should register a modest improvement in its performance in 2013-2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

1. The Directors have followed, in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures if any:

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing or deducting fraud or other irregularities.

4. The Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Management Discussion and Analysis as well as Auditors certificate on Compliance with the code of Corporate Governance are provided in separate Annexure to this report.

DIRECTORS

Shri S.Narayan resigned from the Board on 30th October 2012 and Shri A.R.Arunachalam 22nd May 2013. The Board places on record its sincere appreciation of the guidance and help received from both of them during their tenure as Directors of the Company.

Shri.N.Meenakshi Sundaram and Shri S.Jambunath retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS

M/s.N.Venkatesan Associates, Chartered Accountants, Chennai, the retiring auditors are eligible for reappointment and have given their consent for reappointment.

PERSONNEL

None of the employees of the Company was in receipt of remuneration, which comes under the provisions of the Sec. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

COMPLIANCE CERTIFICATE

A Secretarial compliance certificate from a company secretary in practise is attached.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

Information as per clause (e) of Section 217 (1) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March 2013 is given below.

CONSERVATION OF ENERGY

2013 2012

Electricity Consumed-Unit 262778 277329

Total Cost Rs.1449401 Rs.1778336

Generator Fuel Rs.2070871 Rs.1658428

Average Cost per unit Rs.5.51 Rs.5.98

Average consumption per unit of production N.A N.A

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

RESEARCH AND DEVELOPMENT

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

Expenditure on R& D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

EARNINGS:

F O B Value of Exports. : RS.3129.64 lacs

Out Go:

Selling Expenses in Foreign Currencies: NIL

Foreign Travel Rs.4.47 Lakhs

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their thanks to the Government of India, Banks and customers and suppliers for their valuable assistance and support.

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

On Behalf of the Board.

Chennai A R.Ramanathan R M.Lakshmanan

30.05.2013 Managing Director Whole Time Director.

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Mar 31, 2012

The Directors have pleasure in submitting their Twentieth Annual Report and that of the Auditors' together with the audited Balance Sheet as at 31st March 2012 and the Profit Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE (Rs. in lakhs)

PARTICULARS 2012 2011

Income from Operations 4584.07 4917.64

Profit before Depreciation and Taxation 59.88 60.64

Less:

Depreciation 15.75 12.83

Profit before Tax 44.12 47.81

Provision for Tax 16.46 16.06

Profit after Tax 27.67 31.76

Profit brought forward 275.12 243.35

Profit available for appropriation 302.78 275.12

Profit/Loss carried to Balance Sheet 302.78 275.12

DIVIDEND

Your Directors wish to plough back the profit for the year and hence do not recommend any dividend.

PERFORMANCE

The Company has achieved a turnover of Rs. 4584.07 lacs in 2011-2012 and earned a profit of Rs. 44.12 lacs before tax. The profit after tax has been Rs. 27.67 lacs.

PROSPECTS

The value of US$ and Euro against the Rupee has gone up in the past few months & has resulted in an improved realization from exports. This is likely to benefit the bottom line of the Company in the current year .The order position is healthy and the Company should register a modest improvement in its performance in 2012-2013.

DIRECTORS' RESPONSIBILITY STATEMENT

As Stipulated in Section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm that:

1. The Directors have followed, in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures if any:

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing or deducting fraud or other irregularities.

4. The Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Management Discussion and Analysis as well as Auditors certificate on Compliance with the code of Corporate Governance are provided in separate Annexure to this report.

DIRECTORS

Shri. S. Narayan and Shri. A.R. Arunachalam retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS

M/s. N. Venkatesan Associates, Chartered Accountants, Chennai, the retiring auditors are eligible for reappointment and have given their consent for reappointment.

PERSONNEL

None of the employees of the Company was in receipt of remuneration, which comes under the provisions of the Sec. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

COMPLIANCE CERTIFICATE

A Secretarial compliance certificate from a company secretary in practise is attached.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

Information as per clause (e) of Section 217 (1) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March 2012 is given below.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

RESEARCH AND DEVELOPMENT

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

Expenditure on R& D: NIL

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their thanks to the Government of India, Banks and customers and suppliers for their valuable assistance and support.

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

By Order of the Board

AR. Ramanathan Managing Director

Chennai 31.05.2012

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Mar 31, 2010

The Directors have pleasure in submitting their Eighteenth Annual Report and that of the Auditors together with the audited Balance Sheet as at 31st March 2010 and the Profit Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE (Rs. in lakhs)

PARTICULARS 2010 2009

Income from Operations 5254.16 4475.35

Profit before Depreciation and Taxation 94.95 71.33

Less:

Depreciation 9.19 6.11

Prof it before Tax 85.75 65.22

Provision for Tax 27.29 23.27

Profit after Tax 58.46 41.95

Profit brought forward 184.89 142.94

Profit available for appropriation 243.35 184.89

Profit/Loss carried to Balance Sheet 243.35 184.89



DIVIDEND

Your Directors of the Company wish to plough back the profit for the year and hence do not recommend any dividend for the year.

PERFORMANCE

The Company has achieved a record turnover of Rs.5254.16 lacs in 2009-2010 and earned a profit of Rs.85.75 lacs before tax. The profit after tax has been Rs.58.46 lacs.

PROSPECTS

The Value of US$ and Euro against the Rupee has gone up in the past few months has resulted in an improved realization from exports. This is likely to benefit the bottom line of the Company in the current year .The order position is healthy and the Company should register a modest improvement in its performance in the current year.

DIRECTORS RESPONSIBILITY STATEMNENT

As Stipulated in Section 217 (2AA) of the Companies Act1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

1. The Directors have followed, in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures if any:

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year.

3. The Directors have taken proper and sufficient care for the maintenance of adequate, accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing or deducting fraud or other irregularities.

4. The Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Management Discussion and Analysis as well as Auditors certificate on Compliance with the code of Corporate Governance are provided in separate Annexure to this report.

DIRECTORS

Shri. N.Meenakshi Sundaram and Shri.AR.Arunachalam retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s.N.Venkatesan Associates, Chartered Accountants, Chennai, the retiring auditors are eligible for reappointment and have given their consent for re-appointment.

PERSONNEL

None of the employees of the Company was in receipt of remuneration, which comes under the provisions of the Sec. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

COMPLIANCE CERTIFICATE

A Secretarial compliance certificate from a company secretary in practise is attached.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

Information as per clause (e) of Section 217 (1) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 for the year ended 31st March 2010 is given below.

CONSERVATION OF ENERGY

2010 2009

Electricity Consumed-Unit 279420 96430

Total Cost Rs. 14,66,063 Rs.778891.00

Generator Fuel Rs. 9,20,660 Rs.334860.00

Average Cost per unit Rs.5.25 Rs.8.08

Average Consumption per

Unit of production N.A NA



TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

RESEARCH AND DEVELOPMENT

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

Expenditure on R& D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

EARNINGS:

FOB Value of Exports. : RS.4397.67 Lacs

OutGo:

Selling Expenses in Foreign Currencies: NIL

Foreign Travel : Rs.6.07 Lacs



ACKNOWLEDGEMENT

Your Directors take this opportunity to express their thanks to the Government of India, Banks and customers and suppliers for their valuable assistance and support.

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



On behalf of the Board.

Chennai AR.Ramanathan RM.Lakshmanan

Date:29.05.2010 Managing Director Whole Time Director