Your directors have pleasure in presenting to you their 33rd Annual Report
together with the audited accounts of the Company for the year ended 31st
March, 2025 and the Auditors‘ Report thereon
1. FINANCIAL RESULTS:
The summarized working results for the year ended 31.03.2025 as compared with the
previous financial are as under:
(Rs. in lakhs)
| PARTICULARS |
2024-25 |
2023-24 |
| Total Income |
2024.73 |
3552.25 |
| Less: Total Expenses |
1965.37 |
3457.08 |
| Profit before Depreciation and Taxation |
59.36 |
95.16 |
| Less: Depreciation |
37.89 |
45.06 |
| Profit before Tax |
21.47 |
50.10 |
| Provision for Tax |
2.03 |
19.41 |
| Profit after Tax |
19.44 |
30.68 |
| Profit brought forward |
1050.78 |
1020.10 |
| Profit available for appropriation |
1070.23 |
1050.78 |
| Profit/Loss carried to Balance Sheet |
1070.23 |
1050.78 |
2. PERFORMANCE:
During the financial year 2024 25, the Company recorded a total income of Rs. 2024.73
lakhs and reported a profit before tax of Rs. 21.47 lakhs, compared to Rs. 50.10 lakhs in
2023 24. The increasing disposable income of consumers, along with evolving fashion
trends, has contributed to a growing global demand for leather-based products including
from major markets such as China. This trend is expected to drive market growth in the
coming years.
3. CHANGE IN THE NATURE OF BUSINESS:
Your Company is engaged in the Business of Manufacturing of Leather Garments. There has
been no change in the nature of business during the year under review.
4. DIVIDEND:
The Board of Directors has decided to retain the profits for the year and, accordingly,
has not recommended any dividend.
5. TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to the reserves for the year.
6. SHARE CAPITAL:
The Company during the year under review has not issued any Sweat Equity Shares or
Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back
any shares. The Authorised share Capital remained the same as previous year. The company
during the year had not received any amount towards the calls in arrears and the Paid Up
capital as on 31st March, 2025 is Rs.3,90,98,250/-.
7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company does not have any subsidiary, joint venture or associate company as at
March 31, 2025. Hence, the details and performance thereof do not arise.
8. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the period under
review. Hence, the details relating to deposits covered under the Chapter V is not
required to disclose.
9. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, the Company did not advance any loans, offer guarantees,
or provide security as outlined in Section 186 of the Companies Act. However, the Company
invested Rs. 0.09 lakhs in quoted shares, all within the limits specified under Section
186. For further details on these investments, please refer to the Company‘s
financial statements.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of the Company comprises five Directors: three Non-Executive, Independent
Directors; one Non-Executive Director; and one Managing Director.
Consequent upon resignation of Mrs Aakriti Sharma, as the Company Secretary, the Board,
at its meeting held on May 29, 2024, appointed Mrs. Ritu Sharma as the Company Secretary
and Compliance Officer of the Company.
Mr. L. Ramanathan, who was appointed as the Whole-Time Director of the Company, has
resigned from the Board with effect from May 23, 2025. The Board places on record its
appreciation for his valuable contributions and dedicated service during his tenure as
Whole-Time Director.
Mrs. Ashitha K was appointed as a Non-Executive, Additional Independent Director of the
Company with effect from August 06, 2025, at the Board meeting held on that date.
Accordingly, the Board recommends passing the Special Resolution relating to her
appointment, as set out in Item No. 3 of the Notice convening the Meeting.
In accordance with Section 203 of the Companies Act, 2013, the Whole-Time Key
Managerial Personnel (KMP) as of the date of this report are: Mr. RM Lakshmanan, Managing
Director; Mr. M. Nagendra, Chief Financial Officer; and Mrs. Ritu Sharma, Company
Secretary.
11. BOARD MEETINGS:
During the financial year under review, six Board Meetings were held on the following
dates: May 29, 2024; July 24, 2024 August 12, 2024; November 11, 2024; December 09, 2024
and February 12, 2025. The intervals between these meetings were within the limits
prescribed by the Companies Act, 2013. Details of the meetings and directors' attendance
are provided below:
| Name of the Director |
Designation and Category |
No. of Board Meetings held during the year |
No. of Board Meetings attended during the year |
Attendance of Last AGM |
| 1 Mr.L.Ramanathan (1) |
Executive, Whole time Director |
6 |
6 |
Yes |
| 2 Mr. RM Lakshmanan |
Executive, Managing Director |
6 |
6 |
Yes |
| 3 Mrs.P.Shanmathy |
Director, Non- Executive, Independent |
6 |
6 |
Yes |
| 4 Mr. Ravindran Varadarajan |
Director, Non- Executive, Independent |
6 |
6 |
Yes |
| 5 Mr Kavinesan I.M |
Non executive Director |
6 |
6 |
Yes |
| 6 Mrs.Ashitha K (2) |
Director, Non- Executive, Independent |
6 |
0 |
NA |
1. Mr.L.Ramanathan who was appointed as Whole Time Director resigned from the Board
effective May 23, 2025
2. Mrs. Ashitha K (DIN: 07233606) was appointed as a Non-Executive, additional
Independent Director of the Company, effective August 6, 2025, at the Board Meeting held
on that date.
12. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:
The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 (?the Act ) that the
Independent Directors of the Company meet with the criteria of their Independence laid
down in Section 149(6). All the Independent Directors have registered themselves in the
Independent Director‘s Database managed by the Indian Institute of Corporate Affairs.
13. COMMITTEES OF THE BOARD:
A) AUDIT COMMITTEE:
The Audit Committee consists of Five (5) Directors. All the members of the Audit
Committee have accounting, financial and management expertise. The composition, powers,
role and terms of reference of the Committee are constituted as per the Section 177
mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements Regulations, 2015).
The Audit Committee reviews the audit reports submitted by the Internal Auditors and
Statutory Auditors, financial results, effectiveness of internal audit processes and the
Company‘s risk management strategy. It reviews the Company‘s established systems
and the Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013 read with Schedule II of the SEBI
Regulations, 2015. The Committee is vested with the necessary powers as defined in its
Charter, to achieve its objectives.
During the financial year under review, Five (5) Audit Committee meetings were held on
the following dates: May 29, 2024; July 24, 2024 August 12, 2024; November 11, 2024; and
February 12, 2025. All recommendations made by the Audit Committee were accepted by the
Board of Directors.
The present Audit Committee consists of the following Directors. Details of the
meetings and directors' attendance are provided below:
| Name of the Member |
Category |
Status |
Meetings |
|
|
|
Held |
Attended |
| Mrs.P.Shanmathy |
Non executive, Independent Director |
Chairman |
5 |
5 |
| Mr. Ravindran Varadarajan |
Non executive, Independent Director |
Member |
5 |
5 |
| Mr Kavinesan I.M |
Non executive, Director |
Member |
5 |
5 |
| Mrs.Ashitha K (1) |
Non executive, Independent Director |
Member |
5 |
0 |
| Mr. RM Lakshmanan |
Executive, Managing Director |
Member |
5 |
5 |
1) Mrs. Ashitha K (DIN: 07233606) was appointed as member of the Audit Committee,
effective from 6th August, 2025
B) NOMINATION AND REMUNERATION COMMITTEE:
Term of reference:
The Nomination and Remuneration Committee has been empowered and authorized to exercise
powers as entrusted under the provisions of Section 178 of the Companies Act, 2013.
The Board has framed a policy to determine and identify the persons, who are qualified
to become Directors of the Company / who may be appointed in Senior Management in
accordance with the criteria laid down, recommend to the Board their appointment and
removal and also shall carry out evaluation of every director‘s performance.
Committee shall also formulate the criteria for determining qualifications, positive
attributes, independent of the Directors and recommend to the Board a Policy, relating to
the remuneration for the Directors and Key Managerial Personnel. The Committee met one
time during the year under review on 29th May, 2024 to review and recommend the
appointment of Directors, Company Secretary etc
The present Nomination and Remuneration Committee consists of the following members.
Details of the meetings and directors' attendance are as follows:
|
|
|
Meetings |
| Name of the Member |
Category |
Status |
Held |
Attended |
| 1 Mrs.P.Shanmathy |
Non executive, Independent Director |
Chairman |
1 |
1 |
| 2 Mr. Ravindran Varadarajan |
Non executive, Independent Director |
Member |
1 |
1 |
| 3 Mr Kavinesan I.M |
Non executive Director |
Member |
1 |
1 |
| 4 Mrs.Ashitha K (1) |
Non executive, Independent Director |
Member |
1 |
0 |
1. Mrs. Ashitha K (DIN: 07233606) was appointed as a member of the Nomination and
Remuneration Committee, from 6th August 2025
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders
and Investor grievances, transfer/ transmission/transposition of shares, Split,
consolidation, issue of duplicate shares certificates, recording dematerialization/
rematerialization of shares, non-receipt of Annual Reports and related matters.
The committee is constituted in line with the provisions of Regulation 20 of SEBI
Listing Regulations and Section 178 of the Act to:
Consider and resolve the grievances of security holders.
Consider and approve issue of share certificates, transfer and transmission of
securities,etc
During the year under review, the Committee held two meetings on 6th June,
2024 and 18th November, 2024 all of which were attended by its members. The
Company did not receive any grievances or complaints during the year.
The present composition and details of the meeting and directors attendance are as
follows:-
|
|
|
Meetings |
| Name of the Member |
Category |
Status |
Held |
Attended |
| 1 Mr. L.Ramanathan(1) |
Executive, Whole time Director |
Member |
2 |
2 |
| 2 Mrs.P.Shanmathy |
Non executive, Independent Director |
Chairman |
2 |
2 |
| 3 Mr. Ravindran Varadarajan |
Non executive, Independent Director |
Member |
2 |
2 |
| 4 Mr. Kavinesan I.M |
Non executive Director |
Member |
2 |
2 |
| 5 Mr. RM Lakshmanan |
Executive, Managing Director |
Member |
2 |
2 |
| 6 Mrs. Ashitha K (2) |
Non executive, Independent Director |
Member |
2 |
0 |
1. Mr.L.Ramanathan ceased to be a member of Stakeholders Relationship Committee with
effect from May 23, 2025 following his resignation from the Board.
2. Mrs. Ashitha K (DIN: 07233606) was appointed as a Member of Stakeholders
Relationship Committee with effect from 6th August, 2025.
14. CODE OF CONDUCT:
The Board of Directors has adopted a Code of Ethics and Business Conduct for the
Directors and Senior Personnel. The Code is a comprehensive one applicable to all
Directors, Executive and Non-Executive, and members of Senior Management. The Code has
been circulated to all the members of the Board and senior personnel and they have
affirmed compliance of the same.
15 . DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 with respect
to Directors Responsibility Statement, your Directors confirm that they have:
a) Followed in the preparation of financial statements, the applicable accounting
standards and given proper explanation relating to material departures, if any;
b) selected appropriate accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year 31st
March, 2025 and of the profit and Loss Account of the Company for that period.
c) taken proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of this Act so as to safeguard the assets of the company
and to prevent and detect fraud and other irregularities;
d) prepared the annual accounts on a going concern basis.
e) laid down proper internal financial controls in the Company that are adequate and
were operating effectively; and.
f) devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
16. STATUTORY AUDITORS:
M/s.Darpan & Associates, Chartered Accountants, [Firm Registration No. 016156S],
were appointed as Statutory Auditors of the Company at the 31st Annual General
Meeting held on 27th September, 2023 to hold office for a period of five years
till the conclusion of 36th Annual General Meeting of the Company. The Board
was authorized to fix such remuneration as may be recommended by the Audit Committee in
consultation with the Auditors.
Accordingly, no resolution is being proposed for ratification of appointment of
statutory auditors at the ensuing AGM. The Statutory Auditors have confirmed that they are
not disqualified from continuing as Auditors of the Company and the remuneration for the
financial year 2024-25 is as per notes to the financial statement.
There are no qualifications or adverse remarks in the Auditors‘ Report which
require any clarification/explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company during the year under
review.
17. INTERNAL AUDITOR:
The primary objective of the Audit Committee is to oversee and ensure the effectiveness
of the Management‘s financial reporting process. This involves ensuring accurate and
timely disclosures with the highest standards of transparency, integrity, and quality in
financial reporting. The Committee supervises the work conducted by Management, as well as
the internal and statutory auditors. For the year 2024-25, a qualified Chartered
Accountant has been appointed as the Internal Auditor to carry out the internal audit
functions and activities of the Company.
18. COST AUDIT:
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and Audits) Rules, 2014, as amended from time to time, the business activities of the
company do not fall under the scope of mandatory cost audit.
19. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed, a Practicing Company Secretary to undertake the Secretarial Audit of the
Company. The Secretarial Auditors have confirmed they are not disqualified to be appointed
as the Secretarial Auditors of the Company for the year ending 31st March, 2025. The
Secretarial Audit Report is annexed to this report as Annexure - A.
There are no qualifications or adverse remarks in the Secretarial Auditors‘ Report
which require any clarification/ explanation.
During the year under review, the Secretarial Auditors had not reported any matter
under Section 143 (12) of the Act therefore no detail is required to be disclosed under
Section 134 of the Act.
Pursuant to the provisions of Section 204 and other applicable provisions of the
Companies Act, 2013 and in terms of Regulation 24A of the Listing Regulations, with effect
from 1st April 2025, your Company is required to appoint a Practicing Company Secretary
for not more than one term of five consecutive years or a firm of Practicing Company
Secretaries for not more than two terms of five consecutive years, as a Secretarial
Auditor, with the approval of the members at its AGM and such Secretarial Auditor must be
a peer reviewed company secretary and should not have incurred any of the
disqualifications as specified under the Listing Regulations.
Further, as per the said Regulation, any association of the individual or the firm as
the Secretarial Auditors of the Company before 31st March 2025 shall not be considered for
the purpose of calculating the tenure of the Secretarial Auditors taking into account the
above requirements, the Board, on the recommendation of the Audit Committee, has approved
the appointment of Mr. S. Ganesan Practicing Company Secretary as the Secretarial Auditors
of the Company for a term of five consecutive years, to hold office from the conclusion
this
Annual General Meeting ( AGM‘) till the conclusion of 38th (Thirty
Eighth) AGM of the Company to be held in the Year 2030 covering the period from the
financial year ending 31st March 2026 till the financial year ending 31st March 2030,
subject to the approval of the members at the ensuing 33rd AGM of your Company.
The recommendation followed a detailed evaluation of proposals received by the Company
and consideration of factors such as capabilities, independence, industry experience,
subject matter expertise and past association with the Company.
20. EXTRACTS OF THE ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at https://www.euroleder.com
21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders were passed by the regulators or courts or
tribunals against the Company, impacting the going concern status and Company‘s
operation in future.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments have occurred, affecting the financial position of
the Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
23. PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration above ceiling limits as per the provisions of
Companies Act, 2013. Hence, details of the employees of the Company as required pursuant
to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are not furnished. Having regard to the provisions of Section 136(1) read
with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to
remuneration and other details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for
inspection at the registered office of the company during working hours.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure B.
25. RELATED PARTY TRANSACTIONS:
All the transactions with the related parties were entered into by the Company during
the period under review were in the ordinary course of business and at arm‘s length
basis. Prior omnibus approval is obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and at arm‘s length.
All related party transactions are placed before the Audit Committee for review and
approval. The details of related party transactions pursuant to clause (h) of sub -section
134 of the Act, is enclosed in Form AOC-2 as Annexure C.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report, emphasizing the business details, is
attached and forms part of the report as Annexure - D.
27. CORPORATE GOVERNANCE:
Compliance with the corporate governance provisions outlined in Parts C, D, and E of
Schedule V of SEBI (LODR) Regulations, 2015, is not applicable to the Company, as its
paid-up equity share capital did not exceed Rs.10 crores and its net worth did not exceed
Rs. 25 crores as of the end of the previous financial year. Therefore, a Report on
Corporate Governance is not provided.
Regarding Part F of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, there are no shares held in the demat suspense account or
unclaimed suspense account.
28. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing fees for the year 2025-26 to
the
BSE Limited where the Company‘s share are listed
29. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social
Responsibility are not applicable to the Company.
30. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
In compliance with provisions of Section 177 of the Act read with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and
vendors of the Company. The Whistle Blower Policy enables the Directors, employees and
vendors to report concerns about unethical behavior, actual or suspected fraud or
violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of
the Company are conducted in a fair and transparent manner. The said policy is available
at the Company‘s website at https://www.euroleder.com
We further affirm that no employee has been denied access to the audit committee during
the year 2024- 25.
31. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
As per Regulation 21 of SEBI (LODR) Regulations, 2015, amendments regulation with
effect from 10/01/2020, the provisions of this regulation shall be applicable to top 1000
listed entities, determined on the basis of market capitalization, as at the end of the
immediate previous financial year. Hence it is not applicable to us since we are not
falling under the category of top 1000 listed entities.
However, in the Audit Committee Meeting and Board of Directors‘ Meeting discussed
about the elements of risk in different areas of operations and to develop various
suitable actions associated to mitigate the risks.
32. ANNUAL EVALUATION:
Pursuant to Section 134 of Companies Act, 2013 and in compliance with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board of
Directors has carried out an annual performance evaluation of the Board, it‘s
Committees and Directors individually and is carried out as per the criteria laid down
by the Nomination and Remuneration Committee. Accordingly, as per Schedule V of Companies
Act, 2013, the Independent Directors of the Company at their separate meeting evaluated
the performance of non-independent directors and the Board as a whole. They also evaluated
the performance of Chairman of the Company and flow of information from the Management to
the Board.
33. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
34 . CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 a certificate received from a Company Secretary in practice is enclosed as Annexure-
E
35.GENERAL SHAREHOLDER INFORMATION:
| Annual General Meeting |
Friday, September 26, 2025 at 11.30 am (through VC/OAVM facility) |
| Deemed Venue |
No.11, First Floor, K.M.Adam Street, Nagelkeni, Chrompet, Chennai - 600044 |
| Financial year |
April 1, 2024 to March 31, 2025 Saturday, 20th September, 2025 to |
| Book Closure |
Friday, 26th September, 2025 (both days inclusive) |
| E-Voting Period |
From 9.00 a.m. (IST) on Tuesday, 23 rd September, |
|
2025 up to 5.00 p.m. (IST) on Thursday, 25th |
|
September, 2025 |
| Cut-off date |
19th September, 2025 (Friday) |
| Listing on Stock Exchange |
BSE Limited |
| Registrar and Share Transfer Agent |
Cameo Corporate Services Limited |
| ISIN/Scrip code |
INE940E01011 Scrip Code :526468 |
During the year 2024-25, we continued the sustainability initiative with the aim of
going green and minimizing our impact on the environment. Like the previous year, this
year too, we are publishing only the statutory disclosures in the print version of the
Annual Report. Additional information is available on our website,
https://www.euroleder.com Electronic copies of the Annual Report 2024-25 and Notice of the
33rd AGM are sent to all members whose email addresses are registered with the
Company / Depository Participant(s)
Pursuant to the various circulars issued by the Ministry of Corporate Affairs in 2021,
2022,2023, 2024 and 2025 collectively named as MCA circulars in respect of holding of AGM
through Video Conferencing and SEBI Circulars also in respect of holding of AGM through
Video Conferencing and in the recent Circular dated 25th September 2023 and 19th September
2024, respectively, and other circulars issued in this respect (?MCA Circulars ) allowed,
inter-alia, to conduct AGM through VC/ OAVM facility Hence we conduct our 33rd
AGM through video conferencing.The deemed venue for the 33rd AGM shall be the
Registered Office of the Company.
In terms of the MCA Circulars since the physical attendance of Members has been
dispensed with, there is no requirement of appointment of proxies. Accordingly, the
facility of appointment of proxies by Members under Section 105 of the Act will not be
available for the 33rd AGM. However, in pursuance of Section 112 and Section
113 of the Act, representatives of the Members maybe appointed for the purpose of voting
through remote e-Voting, for participation in the 33rd AGM through VC/OAVM
Facility and E-Voting during the 33rd AGM.
The Notice of the 33rd AGM and Annual Report for the year 2025 will be
available on the website of the Company at www.euroleder.com and on the website of the BSE
Limited at www.bseindia.com for download
The Company is providing remote E-voting facility to all members to enable them to cast
their votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for remote E-voting are provided in the
Notice.
Members are requested to read the general instructions for accessing and participating
in the 33rd AGM through VC/OAVM Facility and voting through electronic means
including remote e-Voting as set out in the Notice of 33rd AGM
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROBHITION AND REDRESSAL), ACT, 2013:
The Company has in place an anti-Sexual Harassment Policy in line with the requirement
of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and
Redressal) Act, 2013. Internal complaints committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy. The Company has not received any
complaint of Sexual harassment during the year 2024-25 under review.
37. NON APPLICABILITY OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32
OF SEBI (LODR) REGULATION, 2015
Your Company confirms that there have been no deviations or variations in the use of
the proceeds from the Initial Public Offer (IPO), as required under Regulation 32 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company also affirms that the IPO proceeds have been utilized for
the purposes outlined in the prospectus. Consequently, the Statement of Deviation(s) or
Variation(s) is not applicable to the Company.
38. CAUTIONARY STATEMENT:
The cautionary Statement in this Report, more particularly those which relate to
Management Discussion and Analysis as explained in the Directors Report, describing the
Company‘s business overview, projections, operational performances, estimates and
expectations may constitute forward looking statements‘ within the meaning of
applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances
39. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their thanks to the Shareholders,
Customers, Suppliers, Banks and Government for their valuable assistance and support.
Your Directors wish to place on record their appreciation of the sincere efforts put in
by the employees of the Company at all levels for the growth of the Company.
|
For and on Behalf of the Board of Directors |
|
EURO LEDER FASHION LIMITED |
| Place: Chennai |
RM.Lakshmanan |
P.Shanmathy |
| Date: 6th August 2025 |
Managing Director |
Director |
|
(DIN: 00039603) |
(DIN: 09743522) |
|