Directors Report of Sreeleathers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Financial
Statements of the Company for the year ended March 31,2025.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	March 31,2025	March 31,2024
Receipt from Operations	21,992.71	21767.53
Other Income	151.93	56.77
Profit Before Exceptional Items, Depreciation & Taxes	3311.57	3756.48
Less: Depreciation & Amortisation	121.47	117.74
Operating Profit Before Exceptional Item & Taxes	3190.10	3638.74
Add: Exceptional Income/(Expense)	-	-
Profit Before Tax	3190.10	3638.74
Less: Provision for :
(a) Income Tax	939.73	962.06
(b) Deferred Tax	(6.76)	(7.82)
Profit After Tax	2257.13	2684.50
Other Comprehensive Income (net of tax)	2068.39	1858.71
Total Comprehensive Income for the period	4325.52	4543.21

OPERATIONAL REVIEW

Revenue from operations of your Company was increased by 1.03% over the previous year .The Gross Revenue
from operations stood at Rs. 21,992.71 lacs compared to Rs.21,767.53 lacs in the previous year. The Operating
Profit before tax stood at Rs. 3,190.10 lacs as against Rs.3,638.74 lacs in the Previous Year. The Net Profit for
the year stood at Rs.2,257.13 lacs against Rs.2,684.50 lacs reported in the previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and
accessories with distribution network comprising of exclusive stores and 28 dealers.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve during the financial year ended
31st March, 2025.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2025 stands at Rs. 2,600 lacs divided into
2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31 st March, 2025 was Rs.2,315.50
lacs. During the year under review, the company has not issued any shares with differential voting rights nor
granted stock options nor sweat equity. As on March 31, 2025, none of the Directors of the company hold
instruments convertible into equity shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

FINANCE AND ACCOUNTS

Your Company has prepared the Financial Statements for the financial year ended March 31,2025 in terms of
Sections 129,133 and other applicable provisions, if any and Schedule III to the Companies Act, 2013 (as
amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The

estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions reasonably present the Company’s state of affairs, profits and
cash flows for the year ended March 31,2025.

The company continues to focus on judicious management of its working capital, receivables and inventories.
Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

The details of the investments made by company are given in the notes to the financial statements.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended
from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF,
Government of India, towards unclaimed or unpaid dividend.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/ revised standard operating procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal
audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee.

The Company endeavours to continually sharpen its risk management systems and processes in line with a
rapidly changing business environment. During the year under review, there were no risks which in the opinion
of the Board threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds to the
sum of Rs 63.97 lakh in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR
policy. The Company’s CSR Policy has been uploaded on company’s website at https://sreeleathers.com/
pages/policy

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on
CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and
maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative,
its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form
A annexed to the aforesaid Rules, therefore furnishing the same is not required.

TECHNOLOGY ABSORPTION

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

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

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

There are no material changes or commitments affecting the financial position of the Company which have
occurred between the end of the financial year and the date of this Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement
of the employees in the collective bargaining process. Your Company has also encouraged wholehearted
participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the
business. The Company has a structured induction process at all locations and management development
programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in
place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and
organizational development. This is a part of our Corporate HR function and is a critical pillar to support the
organization’s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and
measurement process during the year supported with structured development plans for high potential people
to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going
concern status of the Company and its future operations.

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year is not applicable.

DIRECTORS

There are following changes in the composition of the Board of Directors during the period under review.

Ms. Rochita Dey (DIN:02947831) was re-appointed as whole time Director of the Company at the 33rd Annual
General Meeting of the Company held on 26.09.2024.She will be liable to retire by rotation.

Mrs.Rekha Ghosh appointed as independent director of the Company w.e.f 26.06.2024 and Mrs. Sadhana
Adhikary retired on completion of her term as independent director w.e.f 25.09.2024.

DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Mrs. Shipra Dey (DIN: 00570021), Whole-time Director of the Company is liable to retire by rotation at the
ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the re¬
appointment of Mrs. Shipra Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment
/ re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965),Managing Director, Mrs. Shipra Dey
(DIN:00570021),wholetime director,Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay
Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer
are the key managerial personnel (KMP) of your company.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Anil Chandra Bera (DIN: 02002208),Mr. Kalidas Sarkar( DIN: 08200786) and Mrs. Rekha Ghosh (DIN:
09479087), Independent Directors of your Company have declared to the Board of Directors that they meet
the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of
the Listing Regulations and there is no change in the status of their Independence and have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules,2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise,
experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the
various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution
and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The
Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report.

MEETINGS

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

During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) 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 affairs of
the Company as at 31.03.2025 and of the profit of the Company for the year ended on that day;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively and;

f) 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.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the
ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules
made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies
Act, 2013 is not required. Further, there are no material related party transactions during the year under review
with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as
approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at
https://sreeleathers.com/pages/policy

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Company believes in “Zero
Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid
down the directives to counter such acts. The code laid down by the Board is known as “Code of Business
Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website at
http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance
through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower
Policy has been posted on the website of the Company at https://sreeleathers.com/pages/policy

The policy provides details for direct access to the Chairman of the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Company Secretary is the compliance
officer who is responsible for implementation of the Code.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules framed thereunder.
Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are
monitored by women line supervisors who directly report to the Managing Director. All employees (permanent,
contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee
during the financial year 2024-2025 and hence no complaint is outstanding as on 31.03.2025 for redressal.

OTHER STATUTORY INFORMATION AND DISCLOSURE

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

The requirement to disclose the details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable as the Company has not taken any loan from Bank or Financial Institution.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

• The Auditors’ Report for the Fiscal 2025 does not contain any qualification, reservation or adverse remark.
The Auditors’ Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors’ Report for the Fiscal 2025 does not contain any qualification, reservation, or
adverse remark. The secretarial Auditors’ Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed to
the Board Report. The Auditors’ Certificate for Fiscal 2025 does not contain any qualification, reservation
or adverse remark.

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory
and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDIT & AUDITORS

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies
(Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm
Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors
of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting
until the conclusion of 36th AGM scheduled to be held in the year 2027.

During the year under review, there were no instance of fraud which requires the Satutory Auditors to report
the same to the Central Government under section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended) your Board at its meeting held on 29th
May, 2024 appointed S.A. & Associates, Lakeview Apartment P-887, Block-A Laketown, Kolkata - 700 089, a
firm of Company Secretaries as the Secretarial Auditors of your Company to undertake the Secretarial Audit of
the Company for the financial year ended 31st March,2025 and to submit Secretarial Audit Report thereon.
The Secretarial Audit report is annexed herewith as “Annexure B”.

In terms of Regulation 24A of the Listing Regulations read together with Section 204 of the Act and the Rules
framed thereunder, it is proposed to appoint S.A. & Associates to conduct Secretarial Audit for 5 (five) consecutive
years commencing from April 1, 2025. S.A. & Associates have consented to the said appointment. S.A. &
Associates have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. The
Audit Committee and the Board of Directors recommends the proposed appointment. Brief resume and other
details of S.A. & Associates are given in the Notice convening the 34th AGM of the Company.

COST AUDITOR

As per the requirement of the section 148 of the Act read with Companies (Cost Records and Audit) Rules,2014
your company is not required to maintain cost record and accordingly Cost audit is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the
Company’s website at https://sreeleathers.com/pages/annual-reports.

SECRETARIAL STANDARD

During the year under review, the Company has duly complied with the applicable provisions of the Revised
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by
The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the
Companies Act,2013 and Rules framed thereunder with respect to the Company’s nature of business.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as
amended has been given and form part of this report. The statement containing particulars of employees
employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees
employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this
report and is available on the website of the Company at https://sreeleathers.com/pages/notice. The Annual
Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining
this information may access the same from the Company website. In accordance with Section 136 of the
Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.

There are no employee posted outside India and in receipt of a remuneration of Rs.60 lakh or more per annum
or Rs.5 lakh or more per month.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2024-2025. Previous
year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee’s remuneration for the financial year
and such other details as prescribed is given below:

Name Ratio

Satyabrata Dey (Managing Director) 54.36:1

Sujay Bhattacherjee (Chief Financial Officer) 2.87:1
Bijoy Kumar Roy (Company Secretary) 2.07:1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:

Satyabrata Dey (Managing Director) Nil

Shipra Dey Nil

Rochita Dey Nil

Bijoy Kumar Roy (Company Secretary) 25.83%

Sujay Bhattacherjee (Chief Financial Officer) 20.17%

c) The % increase in the median remuneration of employees in the financial year: 24.02 % .

d) The number of employees on the roll of company: 57

e) The explanation on the relationship between average increase in remuneration and company performance:

The Company’s PAT stands Rs 2,257.13 lacs as against Rs. 2684.501 lacs in the previous year a decrease
of 15.92%, against which the increase in remuneration is 20.62% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance
of the company: The increase in remuneration to the Directors, key managerial persons as well as employees
of the company are based on annual review mechanism which takes care of the individual performance of
the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year
and previous financial year.

Particulars March 31,2025 March 31,2024

Market Capitalization (Rs. in Crs) 508.55 640.00

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to
the rate at which the company came out with the last public offer:

Market Price as on March 31,2025 Rs.219.63

Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998 Rs. 10.00
% increase of market price over the price at the time of public issue 2096.30%

Note: Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and any exceptional circumstances for increase in the managerial remuneration:
Average increase in remuneration is 20.62% for employees other than managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no
variable component for any director, key managerial personnel as well as any employee of the company
during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but
receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for
Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration
policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

	Mr. Satyabrata Dey, Managing Director	Mrs. Shipra Dey, Director	Ms. Rochita Dey, Director	Mr. Sujay Bhattacherjee, Chief Financial Officer	Mr. Bijoy Kumar Roy, Company Secretary
Remuneration in Fiscal 2025 (in lacs)	240.00	Nil	Nil	12.69	9.16
Revenue (in lacs)	21,992.71
Remuneration as % of revenue	1.09	Nil	Nil	0.06	0.04
Profit / (loss) before Tax (in lacs)	3,190.10
Remuneration (as % of PBT)	7.52	Nil	Nil	0.40	0.29

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together
with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made by the employees at all
levels but for whose hard work, and support, your Company’s achievements would not have been possible.
Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their
continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of Sreeleathers Limited
Satyabrata Dey K. D. Sarkar

Kolkata Managing Director Director

29th May, 2025 (DIN : 00569965) (DIN : 08200786)

---

Mar 31, 2024

Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2024.

FINANCIAL RESULTS ('' In Lacs)

Particulars	March 31,2024	March 31,2023
Receipt from Operations	21767.53	19964.30
Other Income	56.77	59.23
Profit Before Exceptional Items, Depreciation & Taxes	3756.48	3586.51
Less: Depreciation & Amortisation	117.74	127.24
Operating Profit Before Exceptional Item & Taxes	3638.74	3459.27
Add: Exceptional Income/(Expense)	-	-
Profit Before Tax	3638.74	3459.27
Less: Provision for:
(a) Income Tax	962.06	914.02
(b) Deferred Tax	(7.82)	(16.36)
Profit After Tax	2684.50	2561.61
Other Comprehensive Income (net of tax)	1858.71	898.56
Total Comprehensive Income for the period	4543.21	3460.17

OPERATIONAL REVIEW

Revenue from operations of your Company was increased by 9.03% over the previous year. The Gross Revenue from operations stood at Rs. 21,767.53 lacs compared to Rs.19,964.30 lacs in the previous year. The Operating Profit before tax stood at Rs. 3,638.74 lacs as against Rs.3,459.27 lacs in the Previous Year. The Net Profit for the year stood at Rs.2,684.50 lacs against Rs.2,561.61 lacs reported in the previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and accessories with distribution network comprising of exclusive stores and 26 dealers.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve during the financial year ended 31st March, 2024.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2024 stands at Rs. 2,600 lacs divided into 2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31 st March, 2024 was Rs.2,315.50 lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit. FINANCE AND ACCOUNTS

Your Company has prepared the Financial Statements for the financial year ended March 31,2024 in terms of Sections 129,133 and other applicable provisions, if any and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The

estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31,2024.

The company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

The details of the investments made by company are given in the notes to the financial statements. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF, Government of India, towards unclaimed or unpaid dividend.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds to the sum of Rs 51.69 lakh in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Company’s CSR Policy has been uploaded on company’s website at https://www.sreeleathers.co.in/ Investor/Policy/CSR.pdf

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, therefore furnishing the same is not required.

TECHNOLOGY ABSORPTION

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

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

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

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and measurement process during the year supported with structured development plans for high potential people to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIRECTORS

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

Mrs. Shipra Dey (DIN:00570021) was re-appointed as whole time Director of the Company at the 32nd Annual General Meeting of the Company held on 26.09.2023. She will be liable to retire by rotation.

DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Ms. Rochita Dey (DIN: 02947831), Whole-time Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the reappointment of Ms. Rochita Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment / re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965),Managing Director, Mrs. Shipra Dey (DIN:00570021), wholetime director, Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer are the key managerial personnel (KMP) of your company.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Anil Chandra Bera (DIN: 02002208), Mr. Kalidas Sarkar( DIN: 08200786) and Smt. Sadhana Adhikary (DIN: 02974882), Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 affairs of the Company as at 31.03.2024 and of the profit of the Company for the year ended on that day;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

f) 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.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at http://www.sreeleathers.co.in/Investor/Policy/Relatedparty.pdf

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website at http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/ /cdn.shopify.com/s/files/1/0550/7619/2464/files/whistle_blower_policy_280824.pdf?v=1724845114

The policy provides details for direct access to the Chairman of the Audit Committee.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for

dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is the compliance officer who is responsible for implementation of the Code.

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

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

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules framed thereunder. Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2024 for redressal.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

• The Auditors’ Report for the Fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors’ Report for the Fiscal 2024 does not contain any qualification, reservation, or adverse remark. The secretarial Auditors’ Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed to the Board Report. The Auditors’ Certificate for Fiscal 2024 does not contain any qualification, reservation or adverse remark.

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDIT & AUDITORS

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting until the conclusion of 36th AGM scheduled to be held in the year 2027.

During the year under review, there were no instance of fraud which requires the Satutory Auditors to report the same to the Central Government under section 143(12) of the Act and Rules framed thereunder.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) your Board at its meeting held on 30th May, 2023 appointed S.A. & Associates, Lakeview Apartment P-887, Block-A Laketown , Kolkata-700089,a firm of Company Secretaries as the Secretarial Auditors of your Company to undertake the Secretarial Audit of the Company for the financial year ended 31st March,2024 and to submit Secretarial Audit Report thereon. The Secretarial Audit report is annexed herewith as “Annexure B”

COST AUDITOR

As per the requirement of the section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 your company is not required to maintain cost record and accordingly Cost audit is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website viz chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://cdn.shopify.com/s/files/ 1/0550/7619/2464/files/MGT-7_290824.pdf?v=1724932471

SECRETARIAL STANDARD

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act,2013 and Rules framed thereunder with respect to the Company’s nature of business.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended has been given and form part of this report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company, at chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/ https://cdn.shopify.com/s/files/1/0550/7619/2464/files/exhibit.pdf?v=1724844670. The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode.

There are no employee posted outside India and in receipt of a remuneration of Rs.60 lakh or more per annum or Rs.5 lakh or more per month.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2023-2024. Previous year : Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is given below:

Name Ratio

Satyabrata Dey (Managing Director) 67.41:1

Sujay Bhattacherjee (Chief Financial Officer) 2.97:1 Bijoy Kumar Roy (Company Secretary) 2.05:1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Satyabrata Dey (Managing Director) Nil

Shipra Dey Nil

Rochita Dey Nil

Bijoy Kumar Roy (Company Secretary) 0.82%

Sujay Bhattacherjee (Chief Financial Officer) 7.83%

c) The % increase in the median remuneration of employees in the financial year: 75.06% .

d) The number of employees on the roll of company: 58

e) The explanation on the relationship between average increase in remuneration and company performance:

The Company’s PAT stands Rs 2,684.50 lacs as against Rs. 2,561.61 lacs in the previous year a increase of 4.80%, against which the increase in remuneration is 42.94% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year and previous financial year.

Particulars March 31,2024 March 31,2023

Market Capitalization (Rs. in Crs) 640.00 389.24

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Market Price as on March 31,2024 Rs.276.40

Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998 Rs.10.00 % increase of market price over the price at the time of public issue 2664%

Note: Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 42.94% for employees other than Managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

	Sri Satyabrata Dey, Managing Director	Mrs. Shipra Dey, Director	Miss Rochita Dey, Director	Sri Sujay Bhattacherjee, Chief Financial Officer	Sri Bijoy Kumar Roy, Company Secretary
Remuneration in Fiscal 2024 (in lacs)	240.00	Nil	Nil	10.56	7.28
Revenue (in lacs)	2,1767.53
Remuneration as % of revenue	1.10	Nil	Nil	0.05	0.03
Profit / (loss) before Tax (in lacs)	3,638.74
Remuneration (as % of PBT)	6.60	Nil	Nil	0.29	0.20

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS ALONGWITH EXPLANATION

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company along with explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year will be termed as ‘significant changes’), has been provided hereunder:

Sl No	Particulars	2023-24	2022-23
i	Debtors to Sales (in days)	0.58	0.53
ii	Inventory to Turnover Ratio(in months)	12.11	10.95
iii	Interest Coverage Ratio	123.28	106.69
iv	Current Ratio	2.10	1.91
v	Debt Equity Ratio	0.01	0.01
vi	Operating Profit Margin(%)	16.98	17.55
vii	Net Profit Margin(%)	12.33	12.83
viii	Return on Networth (%)	10.88	9.31

Note : Leases have been considered as debts.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of Sreeleathers Limited Satyabrata Dey K. D. Sarkar

Kolkata Managing Director Director

29th May, 2024 (DIN: 00569965) (DIN : 08200786)

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Mar 31, 2023

The Directors have pleasure in presenting their 32nd Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31,2023.

FINANCIAL RESULTS		(Rs. In Lacs)
Particulars	March 31,2023	March 31,2022
Receipt from Operations	19,964.30	12,186.19
Other Income	59.23	58.55
Profit Before Exceptional Items, Depreciation &Taxes	3,586.51	2,368.30
Less : Depreciation & Amortisation	127.24	114.03
Operating Profit Before Exceptional Item & Taxes	3,459.27	2,254.27
Add: Exceptional Income/(Expense)	-	-
Profit Before Tax	3,459.27	2,254.27
Less : Provision for :
(a) Income Tax	914.02	620.07
(b) Deferred Tax	(16.36)	(19.07)
Profit After Tax	2,561.61	1,653.27
Other Comprehensive Income (net of tax)	898.56	745.87
Total Comprehensive Income for the period	3,460.17	2,399.14

OPERATIONAL REVIEW

Revenue from operations of your Company was increased by 63.83% over the Previous Year. The Gross Revenue from operations stood at Rs. 19,964.30 lacs compared to Rs.12,186.19 lacs in the Previous Year. The Operating Profit before tax stood at Rs. 3,459.27 lacs as against Rs.2,254.27 lacs in the Previous Year. The Net Profit for the year stood at Rs. 2,561.61 lacs against Rs.1,653.27 lacs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and accessories with distribution network comprising of exclusive stores and 27 dealers.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve during the financial year ended 31st March, 2023.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2023 stands at Rs. 2,600 lacs divided into 2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31 st March, 2023 was Rs. 2,315.50 lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

Your Company has prepared the Financial Statements for the financial year ended March 31,2023 in terms of Sections 129,133 and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31,2023.

The company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF, Government of India, towards unclaimed or unpaid dividend. Previous year an amount of Rs.56,503/- was deposited towards unclaimed or unpaid dividend for the financial year ended March 31,2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy.

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, therefore furnishing the same is not required.

TECHNOLOGY ABSORPTION

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

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

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

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and measurement process during the year supported with structured development plans for high potential people to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIRECTORS

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

Ms. Rochita Dey (DIN:02947831) was re-appointed as whole time Director of the Company at the 31st Annual General Meeting of the Company held on 29.09.2022. She will be liable to retire by rotation.

Directors seeking appointment / re-appointment

Mrs. Shipra Dey (DIN: 00570021), Wholetime Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the reappointment of Mrs. Shipra Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment / re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

Key Managerial Personnel

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965), Managing Director, Mrs. Shipra Dey (DIN:00570021), wholetime director, Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer are the key managerial personnel (KMP) of your company.

Declaration by Independent Directors

Mr. Anil Chandra Bera (DIN: 02002208), Mr. Kalidas Sarkar (DIN: 08200786) and Smt. Sadhana Adhikary (DIN: 02974882), Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

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

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

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standard (IND AS) under the historical cost convention on accrual basis (except for certain financial instrument). The Ind AS are prescribed under section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 2017 ; the Company has adopted all the Ind AS standards and the adaptation was carried out in accordance with applicable transition guidance. Accounting Policies have been consistently applied.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

i) In the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023 and of the profit or loss of the Company for the year ended on that day.

iii) The directors had taken proper and sufficient care for the 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.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at http://www.sreeleathers.co.in/Investor/Policy/Relatedparty.pdf

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website at http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at http://www.sreeleathers.co.in/Investor/Policy/WBP.pdf

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the

Company and during the period when the Trading Window is closed. The Company Secretary is the compliance officer who is responsible for implementation of the Code.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 20222023 and hence no complaint is outstanding as on 31.03.2023 for redressal.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

• The Auditors’ Report for the Fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors’ Report for the Fiscal 2023 does not contain any qualification, reservation, or adverse remark. The secretarial Auditors’ Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed to the Board Report. The Auditors’ Certificate for Fiscal 2023 does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITOR & SECRETARIAL AUDITOR

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting until the conclusion of 36th AGM scheduled to be held in the year 2027.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated 07.05.2018, the proviso to Section 139 (1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit & Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. K. Rungta & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s.K. Rungta & Co, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S.A.& Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure B”.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website viz. www.sreeleathers.com under the link https://sreeleathers.com/pages/annual-reports

SECRETARIAL STANDARD

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Company’s nature of business.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended has been given in the annexure appended hereto and form part of this report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company, at https:// cdn.shopify.com/s/files/1/0550/7619/2464/files/Remuneration_exibit.pdf?v=1692622716 . The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode. Previous year : Nil.

There are no employee, posted outside India and in receipt of a remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month. Previous year : Nil.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2022-2023. Previous year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is given below:

Name	Ratio
Satyabrata Dey (Managing Director)	82.61:1
Sujay Bhattacherjee (Chief Financial Officer)	4.81:1
Bijoy Kumar Roy (Company Secretary)	3.55:1
For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.
b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:
Satyabrata Dey (Managing Director)	150% (increased from 1st October 2022)
Shipra Dey	Nil
Rochita Dey	Nil
Bijoy Kumar Roy (Company Secretary)	17.85%
Sujay Bhattacherjee (Chief Financial Officer)	9.31%

c) The % decrease in the median remuneration of employees in the financial year: 16.44% .The reason for decrease in median remuneration of employee is because of infusion of mid level management employees.

d) The number of employees on the roll of company: 68

e) The explanation on the relationship between average increase in remuneration and company performance:

The Company’s PAT stands Rs. 2,561.61 lacs as against Rs. 1,653.27 lacs in the previous year a increase of 54.94%, against which the increase in remuneration is 18.97% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year and previous financial year.

Particulars March 31,2023 March 31,2022

Market Capitalization (Rs. in Crs) 389.24 457.89

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Market Price as on March 31,2023 - Rs.168.10

Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998 - Rs. 10.00 % increase of market price over the price at the time of public issue - 1581%

Note : Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 18.97% for employees other than Managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

	Sri Satyabrata Dey, Managing Director	Mrs. Shipra Dey, Director	Miss Rochita Dey, Director	Sri Sujay Bhattacherjee, Chief Financial Officer	Sri Bijoy Kumar Roy, Company Secretary
Remuneration in Fiscal 2023 (in lacs)	168.00	Nil	Nil	9.79	7.22
Revenue (in lacs)	199,64.30
Remuneration as % of revenue	0.84	Nil	Nil	0.05	0.04
Profit / (loss) before Tax (in lacs)	3459.27
Remuneration (as % of PBT)	4.86	Nil	Nil	0.28	0.21

Details of significant changes in key financial ratios alongwith explanation

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company alongwith explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year will be termed as ‘significant changes’), has been provided hereunder:

Sl No	Particulars	2022-23	2021-22
i	Debtors to Sales (in days)	0.53*	0.77
ii	Inventory to Turnover Ratio (in months)	10.95*	7.36
iii	Interest Coverage Ratio	106.69#	59.33
iv	Current Ratio	1.91	2.38
v	Debt Equity Ratio	0.01	0.01
vi	Operating Profit Margin(%)	17.55	18.56
vii	Net Profit Margin(%)	12.83	13.57
viii	Return on Networth(%)	9.31#	7.12

* Due to better working capital management

# Due to higher turnover and and better operational efficiency Note : Leases have been considered as debts.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

CERTIFICATE CONFIRMING NON-DISQUALIFICATION OF DIRECTORS

A certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority, has been received from S. A. Associates, Company Secretaries and the same is annexed to this Report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hardwork, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors have pleasure in presenting their 32nd Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31,2023.

FINANCIAL RESULTS		('' In Lacs)
Particulars	March 31,2023	March 31,2022
Receipt from Operations	19,964.30	12,186.19
Other Income	59.23	58.55
Profit Before Exceptional Items, Depreciation &Taxes	3,586.51	2,368.30
Less : Depreciation & Amortisation	127.24	114.03
Operating Profit Before Exceptional Item & Taxes	3,459.27	2,254.27
Add: Exceptional Income/(Expense)	-	-
Profit Before Tax	3,459.27	2,254.27
Less : Provision for :
(a) Income Tax	914.02	620.07
(b) Deferred Tax	(16.36)	(19.07)
Profit After Tax	2,561.61	1,653.27
Other Comprehensive Income (net of tax)	898.56	745.87
Total Comprehensive Income for the period	3,460.17	2,399.14

OPERATIONAL REVIEW

Revenue from operations of your Company was increased by 63.83% over the Previous Year. The Gross Revenue from operations stood at Rs. 19,964.30 lacs compared to Rs.12,186.19 lacs in the Previous Year. The Operating Profit before tax stood at Rs. 3,459.27 lacs as against Rs.2,254.27 lacs in the Previous Year. The Net Profit for the year stood at Rs. 2,561.61 lacs against Rs.1,653.27 lacs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and accessories with distribution network comprising of exclusive stores and 27 dealers.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve during the financial year ended 31st March, 2023.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2023 stands at Rs. 2,600 lacs divided into 2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31 st March, 2023 was Rs. 2,315.50 lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

Your Company has prepared the Financial Statements for the financial year ended March 31,2023 in terms of Sections 129,133 and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The estimates and judgments relating to Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31,2023.

The company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) as amended from time to time, the Company has no amount to be deposited into the specified bank account of the IEPF, Government of India, towards unclaimed or unpaid dividend. Previous year an amount of Rs.56,503/- was deposited towards unclaimed or unpaid dividend for the financial year ended March 31,2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy.

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is annexed herewith as Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, therefore furnishing the same is not required.

TECHNOLOGY ABSORPTION

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

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

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

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and measurement process during the year supported with structured development plans for high potential people to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIRECTORS

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

Ms. Rochita Dey (DIN:02947831) was re-appointed as whole time Director of the Company at the 31st Annual General Meeting of the Company held on 29.09.2022. She will be liable to retire by rotation.

Directors seeking appointment / re-appointment

Mrs. Shipra Dey (DIN: 00570021), Wholetime Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Your Board recommends the reappointment of Mrs. Shipra Dey as a Director of the Company, liable to retire by rotation.

Necessary Resolution(s) alongwith disclosure(s) / information(s) in respect of the director seeking appointment / re-appointment at the ensuing AGM is being given in the Notice convening the ensuing AGM.

Key Managerial Personnel

As on the date of this report Mr. Satyabrata Dey (DIN: 00569965), Managing Director, Mrs. Shipra Dey (DIN:00570021), wholetime director, Ms. Rochita Dey (DIN: 02947831) wholetime director, Mr. Sujay Bhattacherjee, Chief Financial Officer and Mr. Bijoy Kumar Roy, Company Secretary and Compliance Officer are the key managerial personnel (KMP) of your company.

Declaration by Independent Directors

Mr. Anil Chandra Bera (DIN: 02002208), Mr. Kalidas Sarkar (DIN: 08200786) and Smt. Sadhana Adhikary (DIN: 02974882), Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

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

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

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standard (IND AS) under the historical cost convention on accrual basis (except for certain financial instrument). The Ind AS are prescribed under section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 2017 ; the Company has adopted all the Ind AS standards and the adaptation was carried out in accordance with applicable transition guidance. Accounting Policies have been consistently applied.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

i) In the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2023 and of the profit or loss of the Company for the year ended on that day.

iii) The directors had taken proper and sufficient care for the 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.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at http://www.sreeleathers.co.in/Investor/Policy/Relatedparty.pdf

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website at http://www.sreeleathers.co.in/Investor/Code-of-conduct/CODECOSL.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at http://www.sreeleathers.co.in/Investor/Policy/WBP.pdf

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the

Company and during the period when the Trading Window is closed. The Company Secretary is the compliance officer who is responsible for implementation of the Code.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committees are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 20222023 and hence no complaint is outstanding as on 31.03.2023 for redressal.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT

• The Auditors’ Report for the Fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors’ Report for the Fiscal 2023 does not contain any qualification, reservation, or adverse remark. The secretarial Auditors’ Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors’ Certificate on Corporate Governance is enclosed to the Board Report. The Auditors’ Certificate for Fiscal 2023 does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITOR & SECRETARIAL AUDITOR

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditor) Rules, 2014 as amended, M/s. K. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 321068E), has been appointed at the 31st Annual General Meeting as the Statutory Auditors of the Company for a consecutive period of five years from the conclusion of the said Annual General Meeting until the conclusion of 36th AGM scheduled to be held in the year 2027.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated 07.05.2018, the proviso to Section 139 (1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit & Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. K. Rungta & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s.K. Rungta & Co, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S.A.& Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure B”.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website viz. www.sreeleathers.com under the link https://sreeleathers.com/pages/annual-reports

SECRETARIAL STANDARD

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Company’s nature of business.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended has been given in the annexure appended hereto and form part of this report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company, at https:// cdn.shopify.com/s/files/1/0550/7619/2464/files/Remuneration_exibit.pdf?v=1692622716 . The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders through electronic mode. Previous year : Nil.

There are no employee, posted outside India and in receipt of a remuneration of Rs.60 lakhs or more per annum or Rs.5 lakhs or more per month. Previous year : Nil.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2022-2023. Previous year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is given below:

Name	Ratio
Satyabrata Dey (Managing Director)	82.61:1
Sujay Bhattacherjee (Chief Financial Officer)	4.81:1
Bijoy Kumar Roy (Company Secretary)	3.55:1
For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.
b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:
Satyabrata Dey (Managing Director)	150% (increased from 1st October 2022)
Shipra Dey	Nil
Rochita Dey	Nil
Bijoy Kumar Roy (Company Secretary)	17.85%
Sujay Bhattacherjee (Chief Financial Officer)	9.31%

c) The % decrease in the median remuneration of employees in the financial year: 16.44% .The reason for decrease in median remuneration of employee is because of infusion of mid level management employees.

d) The number of employees on the roll of company: 68

e) The explanation on the relationship between average increase in remuneration and company performance:

The Company’s PAT stands Rs. 2,561.61 lacs as against Rs. 1,653.27 lacs in the previous year a increase of 54.94%, against which the increase in remuneration is 18.97% .

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, as at the closing date of the current financial year and previous financial year.

Particulars March 31,2023 March 31,2022

Market Capitalization (Rs. in Crs) 389.24 457.89

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Market Price as on March 31,2023 - Rs.168.10

Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998 - Rs. 10.00 % increase of market price over the price at the time of public issue - 1581%

Note : Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 18.97% for employees other than Managerial Personnel.

i) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year. Previous Year: Nil

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Nil. Previous Year: Nil

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, Non-Independent Directors, KMP and rest of employees is as per the remuneration policy of the company.

l) Comparison of each remuneration of the key managerial personnel against the performance of the company:

	Sri Satyabrata Dey, Managing Director	Mrs. Shipra Dey, Director	Miss Rochita Dey, Director	Sri Sujay Bhattacherjee, Chief Financial Officer	Sri Bijoy Kumar Roy, Company Secretary
Remuneration in Fiscal 2023 (in lacs)	168.00	Nil	Nil	9.79	7.22
Revenue (in lacs)	199,64.30
Remuneration as % of revenue	0.84	Nil	Nil	0.05	0.04
Profit / (loss) before Tax (in lacs)	3459.27
Remuneration (as % of PBT)	4.86	Nil	Nil	0.28	0.21

Details of significant changes in key financial ratios alongwith explanation

In compliance with the requirement of the Listing Regulations, the key financial ratios of the Company alongwith explanation for significant changes (i.e., for change of 25% or more as compared to the immediately previous financial year will be termed as ‘significant changes’), has been provided hereunder:

Sl No	Particulars	2022-23	2021-22
i	Debtors to Sales (in days)	0.53*	0.77
ii	Inventory to Turnover Ratio (in months)	10.95*	7.36
iii	Interest Coverage Ratio	106.69#	59.33
iv	Current Ratio	1.91	2.38
v	Debt Equity Ratio	0.01	0.01
vi	Operating Profit Margin(%)	17.55	18.56
vii	Net Profit Margin(%)	12.83	13.57
viii	Return on Networth(%)	9.31#	7.12

* Due to better working capital management

# Due to higher turnover and and better operational efficiency Note : Leases have been considered as debts.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

CERTIFICATE CONFIRMING NON-DISQUALIFICATION OF DIRECTORS

A certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority, has been received from S. A. Associates, Company Secretaries and the same is annexed to this Report.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hardwork, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

---

Mar 31, 2018

DIRECTORS'' REPORT TO THE MEMBERS

Your Directors have pleasure in presenting their 27th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2018.

FINANCIAL RESULTS		(Rs In Lacs)
Particulars	March 31, 2018	March 31, 2017
Receipt from Operations	14096.27	9958.53
Other Income	192.83	142.48
Profit before depreciation & taxes	3380.87	2178.51
Less: Depreciation	126.20	124.60
Profit Before Tax	3254.67	2053.91
Less: Provision for: (a) Income Tax	1136.85	730.56
(b) Deferred Tax	(19.36)	(16.95)
Profit after tax	2137.18	1340.30
Other Comprehensive Income	444.84	485.61
Total Comprehensive Income for the period	2582.02	1825.91

The company does not propose to transfer any amount to the General Reserves. An amount of Rs. 7600.30 lacs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW

Your Company reported a top-line growth of 41.55 % over the Previous Year. The Gross Revenue from operations stood at Rs. 14096.27 lacs compared with Rs.9958.53 lacs in the Previous Year. The numbers are however not comparable consequent to implementation of Goods and Services Tax (GST). The Operating Profit before tax stood at Rs. 3254.67lacs as against Rs.2053.91 lacs in the Previous Year. The Net Profit for the year stood at Rs.2137.18 lacs against Rs.1340.30lacs reported in the Previous Year.

The company continues to retain and reinforce its market leadership in Leather and Non-Leather footwear and accessories with distribution network comprising of exclusive stores, wholesalers and dealers.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

DIVIDEND

Your Directors do not recommend any dividend for the year under review. The directors foresee to make further expansions in business and for this, the profits are ploughed back.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2018 stands at Rs. 2,600 lacs divided into 26,000,000 equity shares of Rs. 10/- each. The paid up equity capital as on March 31, 2018 was Rs.2,515.50 lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity during the year under review. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018.

The company continues to focus on judicious management of its working capital, receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes for promotion of education, vocational training, welfare of the children and yoga. The contributions in this regard have been made to the registered trust which is undertaking these schemes. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy.

The Annual Report as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR activities is annexed herewith as: Annexure A and forms an integral part of this Report.

CONSERVATION OF ENERGY

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION

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

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

Management does not perceive any material changes occurred subsequent to the close of financial year as on 31.03.2018 and before the date of Report dated 30.05.2018 affecting financial position of the company in any substantial manner.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

INDUSTRIAL RELATIONS

Industrial relations at all the units of your Company have been harmonious and peaceful with active involvement of the employees in the collective bargaining process. Your Company has also encouraged wholehearted participation of the employees in improving productivity as well as quality of its products.

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development.This is a part of our Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

In order to retain good talent within the organization, your Company has strengthened the goal setting and measurement process during the year supported with structured development plans for high potential people to move into different roles. This has resulted in higher retention levels across the organization.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS

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

Director Sri Sumanta Dey (DIN 00647680) retires by rotation and, being eligible, offers himself for re-appointment. Sri Sumanta Dey was appointed as Non-Executive Director, liable to retirement by rotation in the last A.G.M. in September 2017. The Board now recommends the re-appointment of Sri Sumanta Dey as Non-Executive Director.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and there is no change in their status of independence. A formal letter of appointment to Independent Directors as provided in Companies Act,2013 has been issued.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

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

During the year twelve Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standard (IND AS) under the historical cost convention on accrual basis (except for certain financial instrument). The Ind AS are prescribed under section 133 of the Companies Act, 2013 (''the Act''), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 2017, the Company has adopted all the Ind AS standards and the adaptation was carried out in accordance with applicable transition guidance. Accounting Policies have been consistently applied (except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use):

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2018 and of the profit or loss of the Company for the year ended on that day.

iii) The directors had taken proper and sufficient care for the 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.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be viewed at http://www.sreeleathers.com/SL7Relatedparty.pdf.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.sreeleathers.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is the compliance officer who is responsible for implementation of the Code.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

AUDITOR''S REPORT/SECRETARIAL AUDIT REPORT AUDIT REPORTS

• The Auditors'' Report for the Fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this annual report.

• The secretarial Auditors'' Report for the Fiscal 2018 does not contain any qualification, reservation, or adverse remark. The secretarial Auditors'' Report is enclosed to the Board Report in this Annual Report.

• As required by the Listing Regulations, the Auditors'' Certificate on Corporate Governance is enclosed to the Board Report. The Auditors'' Certificate for Fiscal 2018 does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITOR & SECRETARIAL AUDITOR

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditor) Rules, 2014 as amended, M/s. Chanani& Associates, Chartered Accountants (ICAI Firm Registration No. 325425E) was appointed as the Auditors of the Company for a consecutive period of five years from the conclusion of this Annual General Meeting until the conclusion of Thirty first Annual General Meeting scheduled to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated 07.05.2018, the proviso to Section 139 (1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit & Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. Chanani & Associates, Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. Chanani & Associates, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

SECRETARIAL AUDIT

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure - C and forms an integral part of this Report.

SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended has been given in the annexure appended hereto and form part of this report. The company does not have any employees who were employed throughout the year and were in receipt of remuneration of more than Rs. 102 lacs per annum or employed for part of the year and were in receipt of remuneration of more than Rs. 8.50 lacs per month.

EMPLOYEE STOCK OPTION

The company has not given any employee stock option scheme during the financial year 2017-2018. Previous year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

a) The ratio of remuneration of each director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

Name	Ratio
Satyabrata Dey (Managing Director)	67.02:1
Sujay Bhattacherjee (Chief Financial Officer)	2.23:1
Bijoy Kumar Roy (Company Secretary)	2.41:1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Satyabrata Dey (Managing Director)	60.00%
Bijoy Kumar Roy (Company Secretary)	9.52%
Sujay Bhattacharya (Chief Financial Officer)	-6.10%

c) The % increase in the median remuneration of employees in the financial year: -19.78%

d) The number of permanent employees on the rolls of company : 34

e) The explanation on the relationship between average increase in remuneration and company performance; The Company''s PAT has grown from Rs. 1340.30 lacs to Rs. 2137.18 lacs an increase of 59.45%, against which the average decrease in remuneration is 19.78% this has been achieved by better manpower utilization.

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars	March 31, 2018	March 31, 2017	% Change
Ordinary Shares Market Capitalization (Rs. In Crs)	565.99	305.76	85.11
Price Earnings Ratio	26.48	22.80	16.14

g) Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Market Price as on March 31, 2018	Rs.225
Price at the time of public issue of 18,10,200 equity shares made in the fiscal 1997-1998	Rs. 10.00
% increase of market price over the price at the time of public issue	2150%

Note : Closing share price of ordinary shares at NSE Ltd. has been used for the above table.

h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is -19.78% for employees other than Managerial Personnel, 6.10% for Sri Bijoy Kumar Roy, Company Secretary& -6.10% for Sri Sujay Bhattacherjee, Chief Financial Officer of the company.

i) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year.

j) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable.

k) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, KMP and rest of employees is as per the remuneration policy of the company.

I) Comparison of each remuneration of the key managerial personnel against the performance of the company:

	Sri Satyabrata Dey Managing Director	Sri Sujay Bhattacherjee Chief Financial Officer	Sri Bijoy Kumar Roy Company Secretary
Remuneration in Fiscal 2018 (in lacs)	96.00	3.20	3.45
Revenue (in lacs)		14096.27
Remuneration as % of revenue	0.68	0.023	0.024
Profit / (loss) before Tax (in lacs)		3254.67
Remuneration (as % of PBT)	2.95	0.09	0.11

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the estimates, expectations or predictions may be ''forward-looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand-supply conditions, material prices, changes in Government Regulations, tax regimes, economic developments within the Country and outside the Country and other factors such as litigation and labor negotiations.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hardwork, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

	For and on behalf of the
	Board of Directors
Kolkata	Satyabrata Dey
May 30, 2018	Managing Director
	(DIN: 00569965)

Annexure A to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

CSR policy is stated herein below:

CSR Policy (Approved by the Board of Directors on 01.09.2014)

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

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

To pursue these objectives we will continue to:

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

2) Collaborate with like minded bodies like Voluntary organizations, charitable trusts, governments and academic institutes in pursuit of our goals.

3) Interact regularly with stakeholders, review and publicly report our CSR initiatives.

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

2. Composition of CSR committee

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

3. Average net profit of the company for last three financial years: Average net profit: Rs.16.81 Crores

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

The company is required to spend for financial year 2017-18	Rs.33.62 lacs
Amount unspent for Financial year 2016-17 Total	Rs. 29.03 Lacs
	Rs. 62.65 Lacs

5. Details of CSR spent for the financial year :

a) Total amount spent for the financial year:	Rs.22.90 lacs
b) Amount unspent if any:	Rs. 39.75 lacs

6. Manner in which the amount spent during the financial year is detailed below:

Sr. No.	Projects/ Activities/ Agency	Sector	Locations	Amount outlay (Budget) project or programme wise (Rs. Lacs)	Amount spent on the project or programme (Rs. Lacs)	Cumulative expenditure upto reporting period (Rs. Lacs)	Amount spent direct or through implementing agency
1.	Yoga	Vocational Training	Bengaluru	5.00	5.00	5.00	Vivekananda Yoga Anusandhana Samsthana
2.	Welfare of the children			0.10	0.10	0.10	Bodhana
3.	School	Education	Jharkhand	11.00	11.00	11.00	Saraswati Shishu Mandir Rangunia
4	Health Check-up	Medical	Kolkata	6.00	6.00	6.00	Tridhara Sammilani
5	Education	Education	Jharkhand	0.80	0.80	0.80	Students

Note: The Company is identifying and evaluating the various projects as specified in the Schedule VII of the Companies'' Act, 2013 and within that the best way to implement the same in order to maximize the benefit to the society. A sum of Rs.39.75 lacs remained unspent at the end of the Financial Year 2017-18. The Company shall ensure that it complies with the requirements of the Companies Act, 2013 and Rules framed thereunder. The Company is committed to provide the amount as per Corporate Social Responsibility norms of The Companies Act, 2013. But this is an ongoing process and as per the requirements of implementing agencies, we are releasing funds step by step and in course of time the funds will be realized by the agencies. Necessary details will be reflected in Company''s Annual Reports for the coming subsequent years.

	For and on behalf of the Board of Directors
Kolkata	Satyabrata Dey
May 30, 2018	Managing Director
	(DIN: 00569965)

Annexure - B to Board Report

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

M/S. Sreeleathers Limited

(CIN : L67190WB1991PLC050656)

6, Tottee Lane, P.S. Taltalla

Kolkata-700016

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

Based on our verification of the company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2018 according to the provisions of:

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

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

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

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

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

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

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

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) and other applicable law like Factory Act, 1948, The Payment of Gratuity Act, 1972 etc. We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

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

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as per annexure "B" enclosed.

We further report that

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

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

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

	For S.A. & Associates
	Company Secretaries
	(Shipra Agarwal)
	Proprietor
Place: Kolkata	Membership No. FCS 4917
Date: 30th May, 2018	C.P. No. :3173

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

Annexure A

To

The Members

M/S. Sreeleathers Limited

(CIN : L67190WB1991PLC050656)

6, Tottee Lane, P.S. Taltalla

Kolkata-700016

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

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

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

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

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

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

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

	For S.A. & Associates
	Company Secretaries
	(Shipra Agarwal)
	Proprietor
Place: Kolkata	Membership No. FCS 4917
Date: 30th May, 2018	C.P. No. :3173

ANNEXURE B

SI. No.	Form No/ Return	Filed U/S	Challan Date	Whether filed within due date	If failed.late additional fee paid	Remark (ROC RECEIPT (NO/SRN NO)
1	FORM MGT 14	179(3)	23.02.18	YES	N.A.	G77508398
			15.12.17	YES	N.A.	G70200886
			17.11.17	YES	N.A.	G62325253
			09.10.17	YES	N.A.	G55407415
			07.06.17	YES	N.A	G45493632
2	FORM MGT 15	121(1)	29.09.17	YES	N.A.	G54045869
3	AOC-4XBRL	137	22.11.17	YES	N.A.	G63477293
4	FORM MGT 7	92	29.11.17	No	YES	G67314633
5	FORM SH 9	68(6)	15.12.17	YES	N.A.	G70210414
6	FORM ADT 1	139	26.09.17	YES	N.A.	G54042130
7	FORM IEPF 1	125	31.03.18	NO	YES	G82104522

Central Government

NIL Regional Director

NIL Other Authorities

NIL

	For S.A. & Associates Company Secretaries
	(Shipra Agarwal)
	Proprietor
Place: Kolkata	Membership No. FCS 4917
Date: 30th May, 2018	C.P. No. :3173

Annexure C to Boards Report

Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS

i)	CIN	L67190WB1991PLC050656
ii)	REGISTRATION DATE	1/14/1991
iii)	NAME OF THE COMPANY	SREE LEATHERS LIMITED
iv)	CATEGORY / SUB-CATEGORY OF THE COMPANY	COMPANY LIMITED BY SHARES
v)	ADDRESS OF THE REGISTERED OFFICE AND CONTACT DETAILS	6, TOTEE LANE, KOLKATA- 700016 Phone:[phone]
vi)	WHETHER LISTED COMPANY	YES
vii)	NAME, ADDRESS AND CONTACT DETAILS OF REGISTRAR & TRANSFER AGENTS (RTA), IF ANY	NICHE TECHNOLOGIES PVT. LTD. D-511 BAGREE MARKET 71 , B.R.B. BASU ROAD. KOLKATA - 700 001

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Footwear Wholesale	51312	55.16%
2	Footwear Retail	52323	14.48%
3	Leather Goods and Accessories	52324	30.36%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name and Address of the Company	CIN/GLN	Holding/Subsidiary /Associate	% of Shares Held	Applicable Section
1.	NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
(a) Individual	7287857	0	7287857	28.972	7479781	0	7479781	29.735	0.763
(b) Central Govt.
(c) State Govt.(s)
(d) Bodies Corp.	8757820	0	8757820	34.815	8757820	0	8757820	34.815	0.000
(e) Banks /Fl
(f) Any Other....
Sub-total (A)(1):-	16045677	0	16045677	63.787	16237601	0	16237601	64.550	0.763

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(2) Foreign
(a) NRIs - Individuals
(b) Other - Individuals
(c) Bodies Corp.
(d) Banks /Fl
(e) Any Other....
Sub-total (A) (2):-	0	0	0	0.000	0	0	0	0.000	0.000
Total shareholding of Promoter (A) = (A)(1) (A)(2)	16045677	0	16045677	63.787	16237601	0	16237601	64.550	0.763
B. Public Shareholding
(1) Institutions
(a) Mutual Funds
(b) Banks /Fl					250	0	250	0.001	0.001
(c) Central Govt.
(d) State Govt.(s)
(e) Venture Capital Funds
(f) Insurance Companies
(g) Flls
(h) Foreign Venture Capital Funds
(i) Others (specify)
FPI - Corporate Cat- II					13807	0	13807	0.055	0.055
FPI - Corporate Cat- III	1305	0	1305	0.005	0	0	0	0.000	-0.005
Sub-total (B)(1)	1305	0	1305	0.005	14057	0	14057	0.056	0.051
(2) Non-Institutions
(a) Bodies Corp.	3163460	2817012	5980472	23.774	2774947	2664209	5439156	21.623	-2.151
(i) Indian
(ii) Overseas
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh	216705	32369	249074	0.990	886382	93319	979701	3.895	2.905
(ii)Ilndividual shareholders holding nominal share capital in excess of Rs.1 lakh	2157922	69000	2226922	8.853	1915967	219000	2134967	8.487	-0.366
(c) Others (specify)
1.NRI	5115	0	5115	0.020	59338	0	59338	0.236	0.216
2. Clearing Members	646447	0	646447	2.570	270442	0	270442	1.075	-1.495
3. IEPF Authority					19750	0	19750	0.079	0.079
Sub-total (B)(2):-	6189649	2918381	9108030	36.208	5926826	2976528	8903354	35.394	-0.814
Total Public Shareholding (B)=(B)(1) (B)(2)	6190954	2918381	9109335	36.213	5940883	2976528	8917411	35.450	-0.763
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	22236631	2918381	25155012	100.000	22178484	2976528	25155012	100.000	0.000

(ii) Shareholding of Promoter:

		Shareholding at the beginning of the year			Shareholding at the end of the year			% Change in shareholding during the year
SI. No.	Shareholder''s Name	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares
1	EASEL ADVERTISING PVT LTD	3239500	12.878	0.000	3239500	12.878	0.000	0.000
2	JYOTSNA DEY	500300	1.989	0.000	500300	1.989	0.000	0.000
3	KALPANA MITRA	4750	0.019	0.000	4750	0.019	0.000	0.000
4	RANCHAVATI TIE-UP PVT LTD	5024666	19.975	0.000	5024666	19.975	0.000	0.000
5	SATYA BRATA DEY	4208527	16.730	0.000	4400451	17.493	0.000	0.763
6	SHEKAR DEY	507740	2.018	0.000	507740	2.018	0.000	0.000
7	SHIPRA DEY	4890	0.019	0.000	4890	0.019	0.000	0.000
8	SHOELINE TRADING PRIVATE LIMITED	493654	1.962	0.000	493654	1.962	0.000	0.000
9	SUMANTA DEY	893200	3.551	0.000	893200	3.551	0.000	0.000
10	SUSHANTO DEY	1168450	4.645	0.000	1168450	4.645	0.000	0.000
	TOTAL	16045677	63.787	0.000	16237601	64.550	0.000	0.763

(Mi) Change in Promoters'' Shareholding

SI. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1	EASEL ADVERTISING PVT LTD
	a) At the Begining of the Year	3239500	12.878
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			3239500	12.878
2	JYOTSNA DEY
	a) At the Begining of the Year	500300	1.989
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			500300	1.989
3	KALPANA MITRA
	a) At the Begining of the Year	4750	0.019
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			4750	0.019
4	PANCHAVATI TIE-UP PVT LTD
	a) At the Begining of the Year	5024666	19.975
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			5024666	19.975
5	SATYA BRATA DEY
	a) At the Begining of the Year	4208527	16.730
	b) Changes during the year
	Date Reason
	07/04/2017 Transfer	191924	0.763	4400451	17.493
	c) At the End of the Year			4400451	17.493

6	SHEKAR DEY
	a) At the Begining of the Year	507740	2.018
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			507740	2.018
7	SHIPRA DEY
	a) At the Begining of the Year	4890	0.019
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			4890	0.019
8	SHOELINE TRADING PRIVATE LIMITED
	a) At the Begining of the Year	493654	1.962
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			493654	1.962
9	SUMANTA DEY
	a) At the Beginning of the Year	893200	3.551
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			893200	3.551
10	SUSHANTO DEY
	a) At the Begining of the Year	1168450	4.645
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			1168450	4.645
	TOTAL	16045677	63.787	16237601	64.550

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDR and ADRs):

SI. No.	For each of the top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1	BLACKCHERRY MARKETING PVT. LTD.
	a) At the Begining of the Year	407556	1.620
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	-177556	0.706	230000
	c) At the End of the Year			230000	0.914
2	DEVESH DEALMARK PVT. LTD.
	a) At the Begining of the Year	234976	0.934
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	-234976	0.934	0	0
	c) At the End of the Year			0	0.000
3	DHARMIK TRADECOM PRIVATE LIMITED
	a) At the Begining of the Year	146256	0.581
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	137170	0.545	283426	1.127
	c) At the End of the Year			283426	1.127

4	GANADHI VANIJYA PVT. LTD.
	a) At the Begining of the Year	319200	1.269
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	-89200	0	230000	0.914
	31/03/2018 Transfer	-230000	0.914	0	0.000
	c) At the End of the Year			0	0.000
5	INTELLECT STOCK BROKING LIMITED
	a) At the Begining of the Year	319672	1.271
	b) Changes during the year
	Date Reason
	07/04/2017 Transfer	-28025	0.111	291647	1.159
	18/08/2017 Transfer	-3344	0.013	288303	1.146
	25/08/2017 Transfer	-1000	0.004	287303	1.142
	01/09/2017 Transfer	-2000	0.008	285303	1.134
	08/09/2017 Transfer	-5000	0.020	280303	1.114
	15/09/2017 Transfer	-5000	0.020	275303	1.094
	20/10/2017 Transfer	9227	0.037	284530	1.131
	27/10/2017 Transfer	-14173	0.056	270357	1.075
	03/11/2017 Transfer	-5000	0.020	265357	1.055
	10/11/2017 Transfer	-5000	0.020	260357	1.035
	24/11/2017 Transfer	-2849	0.011	257508	1.024
	19/01/2018 Transfer	-5000	0.020	252508	1.004
	26/01/2018 Transfer	-3000	0.012	249508	0.992
	02/02/2018 Transfer	-4000	0.016	245508	0.976
	09/02/2018 Transfer	-1882	0.007	243626	0.968
	16/02/2018 Transfer	2858	0.011	246484	0.980
	23/02/2018 Transfer	-8068	0.032	238416	0.948
	02/03/2018 Transfer	268	0.001	238684	0.949
	09/03/2018 Transfer	-21466	0.085	217218	0.864
	16/03/2018 Transfer	-11009	0.044	206209	0.820
	c) At the End of the Year			206209	0.820
6	INTERLINK SAVING & FINANCE PVT. LTD.
	a) At the Begining of the Year	0	0.000
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	230000	0.914	230000	0.914
	c) At the End of the Year			230000	0.914
7	NEWZONE VANIJYA PVT. LTD
	a) At the Begining of the Year	251935	1.002
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	-251935	1.002	0	0.000
	c) At the End of the Year			0	0.000

8	PANCHTANTRA TARDELINK PRIVATE LIMITED
	a) At the Begining of the Year	287435	1.143
	b) Changes during the year
	Date Reason
	21/04/2017 Transfer	500	0.002	287935	1.145
	09/03/2018 Transfer	4673	0.019	292608	1.163
	c) At the End of the Year			292608	1.163
9	SHIVKRIPA MARKETING PVT. LTD.
	a) At the Begining of the Year	0	0.000
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	234976	0.934	234976	0.934
	c) At the End of the Year			234976	0.934
10	SHIVRATRI TECHNOLOGIES PRIVATE LIMITED
	a) At the Begining of the Year	219588	0.873
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			219588	0.873
11	SIDHSILVER INFOTECH PRIVATE LIMITED
	a) At the Begining of the Year	225503	0.896
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			225503	0.896
12	SUBHRASHI PROPERTIES PRIVATE LIMITED
	a) At the Begining of the Year	227547	0.905
	b) Changes during the year
	Date Reason
	09/06/2017 Transfer	69243	0.275	296790	1.180
	22/09/2017 Transfer	-8643	0.034	288147	1.145
	13/10/2017 Transfer	-19000	0.076	269147	1.070
	c) At the End of the Year			269147	1.070
13	SWABHUMI DEALERS PVT. LTD.
	a) At the Begining of the Year	304937	1.212
	b) Changes during the year
	Date Reason
	26/09/2017 Transfer	-304937	1.212	0	0.000
	c) At the End of the Year			0	0.000
14	TH FINANCIAL SERVICES PRIVATE LIMITED
	a) At the Begining of the Year	0	0.000
	b) Changes during the year
	Date Reason
	05/05/2017 Transfer	12000	0.048	12000	0.048
	26/09/2017 Transfer	230000	0.914	242000	0.962
	c) At the End of the Year			242000	0.962
	TOTAL	2944605	11.706	2433457	9.674

(v) Shareholding of Directors and Key Managerial Personnel:

SI. No.	Name	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1	SATYA BRATA DEY
	a) At the Begining of the Year	4208527	16.730
	b) Changes during the year
	Date Reason
	07/04/2017 Transfer	191924	0.763	4400451	17.493
	c) At the End of the Year			4400451	17.493
2	SUMANTA DEY
	a) At the Begining of the Year	893200	3.551
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			893200	3.551
3	SUSHANTO DEY
	a) At the Begining of the Year	1168450	4.645
	b) Changes during the year	[NO CHANGES DURING THE YEAR]
	c) At the End of the Year			1168450	4.645
	TOTAL	6270177	24.926	6462101	25.689

V. INDEBTEDNESS :

Indebtedness of the Company including interest outstanding / accrued but not due for payment:

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	0.0	25,500,000.00	.	25,500,000.00
ii) Interest due but not paid	.	.	.	.
iii) Interest accrued but not due	-	2,220,435.00	-	2,220,435.00
Total (i ii iii)	0.0	27,720,435.00	-	27,720,435.00
Change in Indebtedness during the financial year
• Addition	-	-	-	-
• Reduction	0.0	17,720,435.00	-	17,720,435.00
Net Change	0.0	-17,720,435.00	-	-17,720,435.00
Indebtedness at the end of the financial year
i) Principal Amount	0.0	10,000,000.00	-	10,000,000.00
ii) Interest due but not paid	-	-	.	-
iii) Interest accrued but not due	-	1,005,672.00	-	1,005,672.00
Total (i ii iii)	0.0	11,005,672.00	-	11,005,672.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

SI. No.	Particulars of Remuneration	Name of MD/WTD/Manager	Total Amount
		SATYA BRATA DEY MANAGING DIRECTOR
1.	Gross salary (a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	9,600,000	9,600,000
2.	Stock Option
3.	Sweat Equity
4.	Commission - as % of profit - Others, specify...
5.	Others - Meeting Fees
	Total (A)
	Ceiling as per the Act

B. Remuneration to other directors : (Rs in lakh)

SI. No.	Particulars of Remuneration		Name of Directors			Total Amount
1.	Independent Directors • Fee for attending board / committee meetings • Commission • Others, please specify	•
	Total (1)	•	NIL
2.	Other Non-Executive Directors • Fee for attending board / committee meetings • Commission • Others, please specify	•
	Total (2)
	Total (B)=(1 2)
	Total Managerial Remuneration
	Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD:

SI. No.	Particulars of Remuneration	Key Managerial Personnel
		Company Secretary BUOY KUMAR ROY	CFO SUJAY BHATTACHARYA	Total
1	Gross salary (a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	344,999	319,615	664,614
2	Stock Option
3	Sweat Equity
4	Commission - as % of profit - Others, specify...
5	Others, please specify
	Total	344,999	319,615	664,614

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES : NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding			NIL
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment		NIL
Compounding

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT AND ETHICS

As provided under Regulation 26(3) of the SEBI (LODR) Regulations, 2015, this is to confirm that all the members of the Board and the Senior Management personnel have affirmed Compliance with the Code of Conduct for the year ended March 31, 2018.

	For Sreeleathers Limited
Kolkata	Satyabrata Dey
30th May, 2018	Managing Director (DIN: 00569965)

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON CORPORATE GOVERNANCE

The Board of Directors M/s. Sreeleathers Limited

We, the undersigned, in our respective capacities as Managing Director and Chief Financial Officer, of Sreeleathers Limited, (the company), to the best of our knowledge and belief certify that: based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by SREELEATHERS LIMITED "The Company" and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, certified that:

a) We have reviewed the financial statements and the cash flow statement of Sreeleathers Limited for the financial year 2017-2018 and that to the best of our knowledge and belief, we state that these statements:

I. Do not contain any materially untrue statements or omit any material facts or contain statements that might be misleading:

II. Present a true and fair view of the Company''s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) To the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or in violation of the Company''s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, of which we are aware of and the steps taken and/or proposed to be taken to rectify these deficiencies.

d) We have also indicated to the Auditors and the Audit Committee.

(i) Significant changes in Internal Controls with respect to financial reporting during the year.

(ii) Significant changes in accounting policies during the Year and these have been disclosed in the notes to the financial statements.

(iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company''s internal control systems over financial reporting.

Satyabrata Dey	Sujay Bhattacherjee
Managing Director	Chief Financial Officer
(DIN: 00569965)
Kolkata
30th May, 2018

INDEPENDENT AUDITORS'' COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Sreeleathers Limited

We have examined the compliance of conditions of Corporate Governance by Sreeleathers Limited (The Company'') for the year ended 31st March 2018 stipulated in regulations 17,18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015.

The Compliance of condition of Corporate Governance is the responsibility of the Management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by The Institute of Chartered Accountants of India and was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with the condition of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

OPINION:

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied with all the mandatory conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

	For Chanani & Associates
	Chartered Accountants
	Firm Registration No.325425E
Kolkata
May 30, 2018
	Madhaw Chanani
	Partner
	Membership No: 060624

---

Mar 31, 2015

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

Financial Results:

Particulars March 31, 2015 March 31, 2014

Receipt from Operations 6676.23 5699.30

Profit before depreciation & taxes 1359.39 1139.47

Less: Depreciation 112.72 89.90

Profit Before Tax 1246.67 1049.57

Less: Provision for:

(a) Income Tax 419.13 356.33

(b) Deferred Tax (16.80) (14.83)

Profit after tax 844.34 708.07

Add: Balance brought forward from last year 2148.56 1514.07

Profit available for appropriation 2992.90 2222.14

Adjustment for Depreciation 0.04 -

Proposed Dividend on Equity Shares - 62.89

Provision for Tax on Proposed Equity Dividend - 10.69

Balance carried to Balance sheet 2992.86 2148.56

The company does not propose to transfer any amount to the General Reserves. An amount of Rs. 2992.86 Lacs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 6676.23 Lacs, a growth of around 17.14% against Rs. 5699.30 Lacs in the previous year. Profit before depreciation and taxation is Rs. 1359.39 lacs against Rs. 1139.47 Lacs in the previous year. After providing for depreciation and taxation of Rs. 112.72 Lacs & Rs. 402.33 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 844.34 Lacs as against Rs. 708.07 lacs in the previous year.

In spite of tough market conditions and very high levels of competition the company's turnover in terms of value has increased by 17.14% during the year under review and Profit after tax has increased by 19.24%.

DIVIDEND:

Your Directors regret for not recommending any dividend for the year under review. The directors foresee to make further expansions in business and for this, the profits are ploughed back.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.2,515.50 Lacs. The company has not issued any shares with differential voting rights nor granted stock options nor sweat equity during the year under review.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs.539.93 lacs. The company continues to focus on judicious management of its working capital, Receivables and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defend in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes for promotion of education & health in the form of Yoga. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

The Annual Report on CSR activities is annexed herewith as: Annexure A

CONSERVATION OF ENERGY:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

The Company doesn't have any in-house R & D Facilities. The Company has not imported any technology during the year under review.

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

Management does not perceive any material changes occurred subsequent to the close of Financial year as on 31.03.2015 and before the date of Report dated 29.05.2015 affecting financial position of the company in any substantial manner.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

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

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

DIRECTORS:

Director Sri Sumanta Dey (DIN 00647680) retires by rotation and, being eligible, offers himself for re appointment.

Sri Sumanta Dey was appointed as Non Executive Director liable for retirement by rotation in the last A.G.M. in September 2014. The Board now recommends the appointment of Sri Sumanta Dey as Non Executive Director directors.

Sri Tanmoy Shome, (DIN: 01286496) was appointed as non executive independent director of the company to hold office for a period of five consecutive years w.e.f 25.09.2014.

Sri Sumanta Biswas, (DIN 02243349) an independent director submitted his resignation to the Board on March 30, 2015 due to pre occupation. The same was accepted by the Board in its meeting held on March 30, 2015. The Board hereby places on record its sincere thanks and gratitude for the invaluable contribution made by him towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes him successful life ahead.

Sri Sujay Bhattacherjee (DIN 01759843) an independent director submitted his resignation to the Board on August 01, 2014 due to pre occupation w.e.f September 25, 2014. The same was accepted by the Board in its meeting held on August 08, 2014. The Board hereby places on record its sincere thanks and gratitude for the invaluable contribution made by him towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes him successful life ahead.

Sri Sushanto Dey, (DIN 00647894) a non executive director submitted his resignation to the Board on March 06, 2015 due to pre occupation. The same was accepted by the Board in its meeting held on March 30, 2015. The Board hereby places on record its sincere thanks and gratitude for the invaluable contribution made by him towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes him successful life ahead.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

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

During the year ten Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the 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.

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.sreeleathers.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

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

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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

AUDITORS:

The Auditors K.Rungta & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

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

EXTRACT OF ANNUAL RETURN:

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

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

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

EMPLOYEE STOCK OPTION:

The company has not given any employee stock option scheme during the financial year 2014- 15. Previous year: Nil

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of remuneration of each director to the median employee's remuneration for the financial year and such other details as prescribed is as given below:

Name Ratio

Satya Brata Dey (Managing Director) 9.95:1

Sujay Bhattacherjee (Chief Financial Officer) 1.98:1

Bijoy Kumar Roy (Company Secretary) 2.07:1

For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The % increase in the remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Satya Brata Dey (Managing Director) 100.00%

Bijoy Kumar Roy (Company Secretary) 28.42%

c) The % increase in the median remuneration of employees in the financial year: 106%.

d) The number of permanent employees on the rolls of company: 62.

e) The explanation on the relationship between average increase in remuneration and company performance; The Company's PAT has grown from Rs. 708.07 lacs to Rs. 844.34 lacs an increase of 19.24% against which the average increase in remuneration is 106%, and this increase is aligned with the Compensation Policy of the company.

f) Comparison of the remuneration of the Director and Key Managerial Personnel against the performance of the company: The increase in remuneration to the Directors, key managerial persons as well as employees of the company are based on a annual review mechanism which takes care of the individual performance of the employee as well as the overall growth of the company.

g) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars March 31, 2015 March 31, 2014 % Change

Ordinary Shares

Market Capitalization (Rs. In 462.85 690.50 -32.96 Crs)

Price Earnings Ratio 54.76 97.68 -43.93

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

Market Price as on March 31, 2015 Rs.184.00

Price at the time of public issue of 18,10,200 equity shares made in the Rs. 10.00 fiscal 1997 – 1998.

% increase of market price over the price at the time of public issue 1840%

Note:

Closing share price of ordinary shares at BSE Ltd. has been used for the above table.

i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration is 106% for Employees other than Managerial Personnel & 100% for Sri Satyabrata Dey, Managing Director, 28.42% Sri Bijoy Kumar Roy, Company Secretary. Sri Sujay Bhattacherjee, Chief Financial Officer of the company has been inducted during the year hence his percent increase has not been given.

j) The key parameters for any variable component of remuneration availed by the directors: There is no variable component for any director, key managerial personnel as well as any employee of the company during the financial year.

k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable.

l) Affirmation that the remuneration is as per the remuneration policy of the company: The remuneration for Managing Director, KMP and rest of employees is as per the remuneration policy of the company.

m) Comparison of each remuneration of the key managerial personnel against the performance of the company:

Sri Satya brata Dey, Sri Sujay Bhattacherjee, Sri Bijoy Kumar Roy, Com- Managing Director Chief Financial Officer pany Secretary

Remuneration in Fiscal 18.00 1.55 3.75 2015 (in lacs)

Revenue (in lacs) 6676.23

Remuneration as % of 0.27 0.02 0.06 revenue

Profit / (loss) before Tax (in 1246.67 lacs)

Remuneration (as % of 1.44 0.12 0.30 PBT)

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Kolkata Sumanta Dey

May 29, 2015 Director

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Mar 31, 2013

To The Members of Sreeleathers Limited

The Directors are pleased to present herewith the 22nd Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULT

(Rs. In Lacs) Financial Year Financial Year 2012- 2013 2011 - 2012

Receipt from Operations 5345.82 4427.15

Profit Before Depreciation and Taxes 1153.27 774.52

Less: Depreciation 88.12 87.99

Profit Before Tax 1065.15 686.53

Less : Provision for

(a) Income tax 342.01 238.92

(b) Earlier year Taxes Paid NIL 9.76

(c) Deferred tax (14.31) (13.06)

Profit after tax 737.45 450.91

Add: Brought forward from last year 849.71 457.27

Profit Available for Appropriation 1587.16 908.18

Proposed Dividend on Equity Shares 62.89 50.31

Excess Tax Provision written back

Provision for Tax on Proposed Equity Div. 10.20 8.16

Balance Carried Forward to Balance sheet 1514.07 849.71

2. DIVIDEND

The Directors recommend Dividend @ 2.5% per equity Share for the year ended 31st March, 2013, on 2,51,55,012 nos. equity Share of Rs. 10/- each. The Dividend pay-out including Corporate Dividend Tax of Rs. 10.2 Lacs will be Rs. 73.09 Lacs as compared to Dividend pay-out including Corporate Dividend Tax of Rs. 8.16 Lacs were Rs. 58.47Lacs in the immediate preceding previous year.

3. PUBLIC DEPOSITS

The Company has not accepted any public deposit within the meaning of provisions of Section 58A and 58AA of the Companies Act, 1956 and there is no outstanding deposit due for re-payment.

4. DIRECTORS

Mr. Sushanto Dey and Mr. Sujay Bhattacherjee who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2012-2013 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the 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;

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

6. AUDITORS & AUDITOR'' S REPORT

K. RUNGTA & CO., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956. The notes to accounts referred to in the Auditors'' Report are self-explanatory and, therefore do not call for any further comments.

7. REPORT OF CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchange, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report. A Certificate from the Auditors of the Company on Compliance with the conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to this Report.

8. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under review in terms of Clause 32 of the Listing Agreement is annexed.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO

Conservation of Energy

The scope for conservation of energy is limited in the type of industry in which your company is engaged. However, the Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installation. No specific investment proposals are envisaged.

Form '' A'' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

Technology Absorption

The Company doesn'' t have any in-house R & D Facilities. The Company has not imported any technology during the year under review.

Foreign Exchange Earnings and Outgo

No Foreign Exchange earnings and outgo for the Company.

10. PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975, the company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2013 or Rs. 5,00,000/- or more per month during any part of the said year.

11. ACKNOWLEDGEMENT

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment to achieving the results of the Company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities, Shareholders, Vendors and other Stakeholders for their continued support, confidence and cooperation in the performance of the Company.

For and on behalf of the Board of Directors

(Satya Brata Dey)

Managing Director

Place : Kolkata

Date : 2nd September, 2013