sreeleathers ltd Directors report

TO THE MEMBERS

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 Lakhs)

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 & Amortization	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 Lakhs compared to Rs.12,186.19 Lakhs in the Previous Year. The Operating Profit before tax stood at Rs. 3,459.27 Lakhs as against Rs.2,254.27 Lakhs in the Previous Year. The Net Profit for the year stood at Rs. 2,561.61 Lakhs against Rs.1,653.27 Lakhs 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 Lakhs divided into 2,60,00,000 equity shares of Rs. 10/- each. The paid up equity capital as on 31st March, 2023 was Rs. 2,315.50 Lakhs. 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 Companys 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 Companys 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 Companys 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 doesnt 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 organizations 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 Boards 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 arms 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 Companys 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 Companys 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 2022-2023 and hence no complaint is outstanding as on 31.03.2023 for redressal.

AUDITORS 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 Companys 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 Companys 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 employees 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 Companys PAT stands Rs. 2,561.61 Lakhs as against Rs. 1,653.27 Lakhs 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 Lakhs)	168.00	Nil	Nil	9.79	7.22
Revenue (in Lakhs)			199,64.30
Remuneration as % of revenue	0.84	Nil	Nil	0.05	0.04
Profit / (loss) before Tax (in Lakhs)			3459.27
Remuneration (as % of PBT)	4.86	Nil	Nil	0.28	0.21

Details of significant changes in key financial ratios along with 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	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 Net worth(%)	9.31#	7.12

* Due to better working capital management

# Due to higher turnover 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 Companys 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 Companys 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 Companys 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
	K. D. Sarkar	Sadhana Adhikary
Kolkata	Director & Chairman of the Meeting	Director
30th May, 2023	(DIN : 08200786)	(DIN : 02974882)

Annexure A to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the companys 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

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 https://www.sreeleathers.co.in/Investor/Policy/CSR.pdf

2. Composition of CSR committee

Name of The Member	Designation
Shri Anil Chandra Bera	Chairman
Smt. Sadhana Adhikary	Member
Shri Kali Das Sarkar	Member

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

Composition of CSR Committee	https://www.sreeleathers.co.in/Investor/Committee/compcomm.pdf
CSR Policy	https://www.sreeleathers.co.in/Investor/Policy/CSR.pdf
CSR Project	No ongoing project

 

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report)

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL

6. Average net profit of the company as per section 135(5) : Rs.25.59 Crores

7. (a) Two percent of average net profit of the company as per section 135(5): Rs.51.19 Lakh

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL (c) Amount required to be set off for the financial year, if any: Nil (d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 51.19 Lakh

8. (a) CSR amount spent or Unspent for the financial year:

		Amount Unspent (in Rs.)
Total Amount Spent for the Financial Year (In Rs.)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund Amount	Date of transfer
51,50,000			Nil

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)
Sl. No. Name of the Project	Item from the list of activities in schedule VII to the Act	Local area (Yes /No)	Location of the project State District	Project duration	Amount allocated for the project (in Rs.)	Amount spent in the current Financial Year (in Rs.)	Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.)	Mode of implementation - Direct (Yes/No)	Mode of implementation Through implementing agency Name CSR Regn. No.
					NOT APPLICABLE

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
Sl. No. Name of the project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/ No)	Location of the project		Amount spent for the project (In Rs.)	Mode of Implementation Direct (Yes/No)	Mode of Implementation through Implementing Agency
			State	District			CSR Regn. No.	Name
1 Welfare	Promoting Health Care	Yes	West Bengal	Kolkata	37,75,000	No	CSR000 00812	The Bharat Sevashram Sangha
2 Welfare	Empowering women	Yes	West Bengal	Kolkata	1,50,000	No	CSR000 09058	Sanmarg Foundation
3 Welfare	Promoting Health Care	Yes	West Bengal	Kolkata	12,00,000	No	CSR000 14468	Tridhara Sammilani
4 Education	Promoting education	Yes	West Bengal	Kolkata	25,000	No	CSR000 35944	Kishalaya

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if Applicable: Nil

(f) Total amount spent for the Financial Year ( 8b+8c+8d+8e ): INR 51,50,000

(g) Excess amount for set off, if any: Nil

9 (a) Details of Unspent CSR for the preceding three financial Year: Not Applicable

Sl. no. Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135(6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding
			Name of the Fund	Amount (in Rs.)	Date of transfer	financial years (in Rs.)
		Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s) : Not Applicable

(1) (2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. No. Project ID	Name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project (in Rs.)	Amount spent on the project in the reporting Financial Year (in Rs.)	Cumulative amount spent at the end of reporting financial year(in Rs.)	Status of the project - Completed / ongoing
				Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): Nil

(a) date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered , their address etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location is of the capital asset).

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Not Applicable

Note : The Company is identifying and evaluating 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. Utilisation certificates from the concerned trust /NGOs will be obtained in due course.

	For and on behalf of the Board of Directors of Sreeleathers Limited
	K. D. Sarkar	Sadhana Adhikary
Kolkata	Director & Chairman of the Meeting	Director
30th May, 2023	(DIN : 08200786)	(DIN : 02974882)

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023

[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 700 016

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 M/s. Sreeleathers Limited 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, 2023 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 M/s. Sreeleathers Limited for the financial year ended on 31st March, 2023 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; Not Applicable d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not Applicable

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : Not Applicable

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 : Not Applicable and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 : Not Applicable

(vi) 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 of India Ltd.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

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.

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 ALSO REPORT 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. [Annexure A enclosed]

We further report that during the audit period the company has given us the details of specific events and actions that have a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations guidelines standards.

	For S. A. & Associates
	Company Secretaries
	(Shipra Agarwal)
	Proprietor
Place : Kolkata	C.P. No. : 3173
Date : 26/05/2023	UDIN : F004917E000388223

To

The Members

M/S. Sreeleathers Limited

(CIN : L67190WB1991PLC050656) 6, Tottee Lane, P.S. Taltalla Kolkata 700 016

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. There were 5 (five ) board meetings held during the financial year 2022-23. The board meeting dates are 30.05.2022,13.08.2022,14.11.2022, 16.12.2022 and 14.02.2023.

7. The Annual General Meeting (AGM) was conducted virtually held on 29.09.2022. The notice was issued complying all the guidelines of The Companies Act, 2013.

8. The Company has duly formed all the committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Performance Evaluation Committee.

9. 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	C.P. No. : 3173
Date : 26/05/2023	UDIN : F004917E000388223

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To

The Members of Sreeleathers Ltd. 6, Tottee Lane Kolkata - 700 016

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Sreeleathers Ltd. having CIN : L67190WB1991PLC050656 and having its registered Office at 6, Tottee Lane, Kolkata - 700 016 (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company, its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2023 have 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.

Sl. No. Name of Directors	DIN	Date of appointment In Company
1. Mr. Satyabrata Dey	00569965	02.12.1999
2. Mrs. Shipra Dey	00570021	26.04. 2019
3. Miss Rochita Dey	02947831	26.12.2018
4. Mrs. Sadhana Adhikary	02974882	25.09.2014
5. Mr. K. D. Sarkar	08200786	22.08.2018
6. Mr. Anil Chandra Bera	02002208	22.08.2018

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For S. A. & Associates
	Company Secretaries
	(Shipra Agarwal)
	Proprietor
Place : Kolkata	C.P. No. : 3173
Date : 26/05/2023	UDIN : F004917E000388685

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, 2023.

	For Sreeleathers Limited
	K. D. Sarkar	Sadhana Adhikary
Kolkata	Director & Chairman of the Meeting	Director
30th May, 2023	(DIN : 08200786)	(DIN : 02974882)

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 :

a) We have reviewed the financial statements and the cash flow statement and statement of changes in equity of Sreeleathers Limited for the year ended 31^st March, 2023 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 Companys 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 Companys internal control systems over financial reporting.

	Satyabrata Dey	Sujay Bhattacherjee
Kolkata	Managing Director	Chief Financial Officer
30th May, 2023	(DIN : 00569965)

INDEPENDENT AUDITORS COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Sreeleathers Limited

This certificate is issued in accordance with the terms of our engagement letter dated 10 April 2023.

We have examined the compliance of conditions of Corporate Governance by Sreeleathers Limited (‘The Company) for the year ended 31st March 2023 stipulated in regulations 17 to 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 as amended from time to time (“Listing Regulations”) pursuant to the Listing Agreement of the Company with Stock Exchanges.

Managements Responsibility

The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

Auditors Responsibility

Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (‘ICAI), and Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and related Services Engagements.

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 during the year ended 31st March, 2023.

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 K. Rungta & Co.
	Chartered Accountants
	Firm Regn. No. 321068E
	CA Kishan Lal Rungta
	Proprietor
Kolkata	Membership No. : 073418
30th May, 2023	ICAI UDIN : 23073418BGYPOJ9044