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Sreeleathers Ltd.

BSE: 535601 | NSE: SREEL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE099F01013 | SECTOR: Leather Products

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Annual Report

For Year :
2018 2016 2015 2014 2013

Director’s Report

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:(033)2286-1508

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

Director’s Report